American Fortune Life

For many years, Apple directors have long been shrouded in the shadow of Jobs. In order to maintain Jobs' privacy and authority, Apple's board of directors has made adjustments to corporate governance norms in the past.

As Jobs's health becomes a big issue, Apple's board of directors has to make a difficult choice on whether to return to the mainstream management model of large American companies.

In the past, Apple's board has been criticized for indulging Jobs many times, but today, the adoption of Andy Smith, a new directorship that does not deal with Jobs, is undoubtedly an attempt. With Schmitt's withdrawal, the Apple board will become seven. Member, this is really small for Apple, a listed company, so no matter what adjustments Apple's board makes, it will have an important impact on Apple shareholders and corporate culture.

Apple's board of directors came along with Steve Jobs's culture of confidentiality. He never proposed a major measure to balance Steve ’s power. With this unique arrangement, it did work. Under Steve ’s leadership, Apple developed a series of Imaginative and innovative products are well-known in the market.

However, during Steve Jobs's medical leave, Apple's board of directors once made investors overwhelmed. Not only has the specific reason for Steve's medical leave never been disclosed, even the director himself has been concealed by Steve Jobs for the real reason. Jim Rom York, who replaced Andy on his board of directors, protested by resigning.

Then there are many members of Apple's board of directors who have close personal relationships with Steve Jobs, which allows him to firmly control Apple's board of directors, and the directors rarely challenge his authority. Apple's board of directors has not had a chairmanship for many years.

The small scale, close personal relationship between members and Jobs, and the vacancy of the chairman have all made Apple's board of directors unable to compete with Jobs.

"In fact, our investors have long expressed anxiety about the company's confidentiality habits. The confidentiality of trade secrets is understandable, but all investors' concerns about Steve's physical condition do not seem necessary. ? "

After the board passed Andy Smith's decision to take over the position of Schmidt's compensation committee, Andy smiled and looked at Jobs, who looked more and more ugly, and said lightly.

"I'm in good health, it's just a little trouble, and now it's no problem. Besides, this is my personal privacy. I don't need to tell everyone. As for investors, they don't even need to know because they have made a lot. Money, the only thing they should do is believe me and shut up! "Steve Jobs raised his corners of his mouth, his thin face, and a pair of eyes in the sunken eye socket, looking vulgarly and Andy, sneerly.

"Oh, this is not what ceo, a listed company with a market value of 100 billion US dollars, should say. As a listed company, investors have the right to know the real situation. According to the information I have received, many shareholders have already begun to unite. , Ready to put forward a resolution at the annual conference next year, asking Apple to publicly respond to your health, as well as draft and publicly write a succession plan.

What's even more ridiculous is that even our board members are not clear about your current physical condition. I think that the current Apple company needs an external chairman to come to the Apple board to find new ways to show leadership and supervision functions. . "

Andy's tit-for-tat rhetoric. At the beginning, everyone in the conference room was looking at the nose and the nose, watching the heart quietly, but when Andy brought up the chairman, Everyone raised their heads, their eyes flickered, and they began to fret.

"Impossible! Mr. Smith, please pay attention to your terms of reference, this is not something you can decide!" At this point, Jobs had reached the critical point of the outbreak of anger, and his eyes were full of anger, staring staringly at Andy. , Almost rushed to Andy with a hint of growling tone.

"Sorry, maybe I have a problem with my tone. I just make suggestions. After all, this is the power given to me by the board of directors. The chairmanship has been vacant for many years. The chairman of Apple Inc. seems to need to go back to the 1990s, right?" An Dee saw Jobs a little anxious, sneer in his heart, still looking around at the expressions in the conference room with a smile on his face, shrugging helplessly.

"The question of the chairman, I think it's better to keep the status quo ..."

"Yes, at present Apple is entering a period of rapid development. It is most important to maintain stability. The external chairman will inevitably cause some problems ..."

"I do not agree with the proposal of the external chairman, but the opinions of investors have to be treated with caution ..."

"Yes, I also heard that some shareholders are already very full. The more successful Apple is, the more those shareholders will be concerned about Apple's future development plans. Once an initiative is put forward at the shareholders meeting, it will be supported by the majority of the shareholders meeting. , We will inevitably be passive. "

Hearing the opposition, Jobs' expression on the somber face became much better, and Andy did not feel uncomfortable because of these oppositions, and still smiled lightly, which was also within his expectation. He did not really want to find a chairman to return to decentralize himself. Although the chairman can restrict Steve Jobs, he is not a major shareholder of Apple. He does not want to let Apple fall into internal strife, causing the street to fall and the stock price to fall. When he cried, there was nowhere to cry.

The chairman's proposal is indeed a bit unreliable. No one here will agree. However, this is only a series of pavements for Andy. In order to see the final picture, although it cannot make Apple change too much, But some small changes, changes that can make Jobs feel uncomfortable are still to be done.

"In fact, there are many ways for investors and shareholders to rest assured and shut up."

"Oh, Andy, what good way do you have to tell everyone."

"Yeah, talk about it." ...

Jobs, who had already been relieved, frowned again and cast his gaze on the smiling Andy Smith's face. His eyes were sharp, and he said with some indifference, "Mr. Smith, any good suggestions?"

"Actually, it's nothing. The agency participation right system can provide that shareholders holding more than 3% of shares for three consecutive years can directly nominate a member of the board of directors. However, no matter how many shareholders holding more than 3% nominate directors, the most Only one person can enter the board.

I believe that shareholders and investors should be satisfied with channels to influence the company's development strategy. Besides, among the companies in the S & P 500 Index, more than 50 companies such as Microsoft and Coca-Cola have implemented the "agent participation right system", which has little impact on our Apple's board of directors. , Du critique of criticism! "

What Andy said was a bit of suspicion of Sanghuai, but his idea came out, including Jobs himself, and other directors also discussed with each other.

All the foxes here are management elites. Naturally, what is the agency participation right system is indeed the best weapon to appease shareholders and investors. The key is the three-year holding of 3% by Andy. The above shareholders and no matter how many of these shareholders nominated, the restriction that only one person can enter the board of directors, undoubtedly moved everyone present.

"I agree that this proposal is feasible and can soothe shareholders and investors to the greatest extent, so as not to keep them questioning the opacity of our board."

"There is no problem with this threshold. Sure enough, Andy, you brought us different ideas and perspectives."

"I agree."

At this time, Jobs also murmured with Cook on the side, and had to say that the threshold proposed by Andy was already very high, because according to Apple's current stock price, holding 3% of the shares would require more than $ 3 billion. Of funds. Moreover, this is conditional, that is, no matter how many shareholders meet this condition, there can only be at most one board member

Moreover, Apple's board of directors is composed of eight people. Even if the director nominated by the shareholders successfully enters the board of directors, in the case of 1: 7, the proposal is easily rejected by the remaining directors, because the remaining seven directors, including An De Smith, he will also wear a pair of pants with Jobs. This is a problem for PG to decide his head.