February 5, 2012 7:08 pm

Apple under pressure over board elections

Apple will face fresh shareholder pressure at its annual meeting this month to change the way it elects directors.

Calpers, the California Public Employees’ Retirement System, the largest US public pension fund, has called for the largest US company by market capitalisation to allow directors to be elected by majority voting.

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At present, Apple shareholders can only withhold their vote on an election of a director, rather than vote against. If a director is unopposed he only requires one vote in favour to retain the post, irrespective of how many votes are withheld.

“Apple needs a governance upgrade,” said Anne Simpson, head of corporate governance for Calpers.

The pension fund last year submitted a proposal that Apple adopt majority voting in its annual elections for board members. That was supported by 73 per cent of shareholders who voted last year.

However, the proposal was non-binding and Apple declined to change its voting procedures, nullifying what had had been seen as a victory for shareholder rights. Calpers targeted the company as the most high profile part of a campaign by the three largest US pension funds for shareholder democracy.

Apple was among 38 big US companies Calpers lobbied on the issue last year, 36 of whom then adopted majority voting. Nearly 80 per cent of S&P 500 companies have now adopted the practice, as have over half of the Russell 1000 according to Calpers. “It’s a hallmark of accountability”, said Ms Simpson.

Apple has again opposed the motion. “The unusual mechanics of California law create the risk that directors who enjoy overwhelming shareholder support may fail to be elected because an insufficient number of shareholders voted in the election,” the company said in its proxy materials sent to investors.

In a letter to shareholders seeking support for the proposal, Calpers argued that other California-based companies, including Cisco Systems, Edison International, and Sempra Energy, had adopted some form of majority voting. “State law is no barrier to good practice as Apple has claimed,” the letter said. Institutional Shareholder Services has also recommended that investors support the proposal.

Calpers, which has around $230bn assets under management, owns 0.26 per cent of Apple. It has approached another 56 companies on majority voting this year, 29 of which have said they will make changes.

At the February 23 meeting, Apple faces additional shareholder proposals asking for greater disclosure of political donations, and an advisory vote on directors pay. The National Center for Public Policy Research has also proposed that Apple publish a “conflict of interest report” detailing possible conflicts of interest between the company and its board members.

The group is concerned that “Apple’s policy on greenhouse gas regulations was developed to personally benefit a board member”: Al Gore, the former US vice-president, a global warming activist whom the NCPPR says has “personal financial interests in companies that would profit from government regulation of greenhouse gases.” A spokesman for Mr Gore did not respond to a request for comment.

Apple said that it already had adequate disclosure and corporate governance practices in place, and has recommended that investors vote against all the shareholder proposals.

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