American Fortune Life

For years, the shadow of Jobs loomed over Apple's chairmanship. In order to maintain Jobs' privacy and authority, Apple's board of directors has made adjustments to corporate governance norms several times in the past.

With Jobs' health becoming a major concern, Apple's board has had to make difficult choices about whether to return to the mainstream management model of large American companies.

In the past, Apple's board of directors has been criticized many times for indulging Jobs, but today, the approval of Andy Smith, a new director who does not deal with Jobs, is undoubtedly an attempt. With Schmidt's exit, Apple's board of directors will become seven. 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's shareholders and corporate culture.

Apple's board of directors has come along with Jobs' secrecy culture. It has never proposed a major measure to check and balance Jobs' power. Then, this unique arrangement did work. Under the leadership of Jobs, Apple developed a series of An innovative product with great imagination, it is well-known in the market.

However, during Jobs’ sick leave, Apple’s board of directors once made investors at a loss. Not only did they never disclose the specific reasons for Jobs’ sick leave, but even the directors themselves were concealed by Jobs. Girome York, who Andy replaced on the board, resigned in protest.

Furthermore, many members of Apple’s board of directors have a close personal relationship with Jobs, who single-handedly promoted them, allowing Jobs to firmly control Apple’s board of directors, and the directors rarely challenge his authority. Apple’s board of directors has not set up a chairman for many years.

The small size, close personal relationship with Jobs and the absence of a chairman made Apple's board of directors simply powerless to compete with Jobs.

"In fact, our investors have long expressed uneasiness about the company's confidentiality habits. It is understandable to keep business secrets secret, but it seems that all investors are concerned about Steve's physical condition, so there seems to be no need to keep it secret. ?”

After the board of directors approved the resolution of Andy Smith to take over Schmidt's remuneration committee, Andy looked at Jobs with a smile on his face, and said lightly.

"I'm in good health, it's just a little trouble, it's okay now, besides this is my personal privacy, I don't need to tell everyone, as for investors, they don't need to know, because they have made a lot of money The money is gone, the only thing they should do is trust me and shut up!" Jobs said with a sneer as he looked at Andy with a pair of dark eyes in the deep sunken eye sockets on his thin face.

"Hehe, this is not like what a CEO of 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. , preparing to propose a resolution at the annual general meeting in the coming year requiring Apple to publicly respond to your health status, as well as to draft and publish a written succession plan.

What's even more ridiculous is that even us board members don't know the real situation of your body now. I think that the current Apple company needs an external chairman to come to Apple's board of directors and find new ways to show leadership and oversight functions . "

At the beginning of Andy's tit-for-tat rhetoric, everyone in the conference room looked at each other with their eyes and noses watching their hearts, quietly watching the two fight, but when Andy mentioned the chairman, Everyone raised their heads, their eyes flickered, and they began to feel a little restless.

"Impossible! Mr. Smith, please pay attention to your scope of authority, this is not something you can decide!" At this time, Jobs had reached the critical point of anger, his eyes were full of anger, and he stared at Andy with a gloomy expression. , said to Andy almost with a growling tone.

"Sorry, maybe I have a problem with my tone, I just made a suggestion, after all, this is the power given to me by the board of directors,

The post of chairman has been vacant for many years. It seems that Apple's chairman needs to be traced back to the 1990s, right? Seeing that Jobs was anxious, Andy sneered in his heart, looked around the expressions of everyone in the conference room with a smile on his face, and asked helplessly with a shrug.

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

"Yeah, now Apple is ushering in a period of rapid development. The most important thing is to maintain stability. The external chairman will inevitably cause some troubles..."

"I also don't 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 care about Apple's future development plans. , we are inevitably passive.”

Hearing the objections from the crowd, Jobs' gloomy face became much more attractive, while Andy was not at all unhappy because of these objections, and he still smiled lightly, which was within his expectation He himself doesn't really want to find a chairman to come back and decentralize power. Although having a chairman can restrain Jobs, he is not a major shareholder of Apple. Sometimes he has nowhere to cry.

The chairman's proposal is indeed a little unreliable. No one here will agree. However, this is just a series of foreshadowings by Andy. For the sake of the final picture, although Apple cannot make too many changes, But some small changes, changes that make Jobs feel uncomfortable, still have to be done.

"In fact, there are many ways to reassure investors and shareholders and keep their mouths shut."

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

"Yes, let's talk about it."

. . . . . .

Jobs, who was already relieved, frowned again and cast his eyes on the smiling Andy Smith. His eyes were sharp, and he said indifferently, "Mr. Smith, do you have any good suggestions?"

"Actually, it's not a big deal. The proxy participation right system can stipulate that shareholders who hold more than 3% of the 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% of the shares nominate directors, at most Only one person can be on the board.

I believe that shareholders, investors, have channels to exert influence on the company's development strategy, and they should be satisfied. Besides, among the constituent companies of the S\u0026P 500 Index, more than 50 companies such as Microsoft and Coca-Cola have implemented the "proxy participation right system", which has little impact on our board of directors of Apple, and can also get rid of the monopoly that has been criticized by the outside world. , The critical voice of the dictator! "

What Andy said was a bit accusatory, but as soon as he came up with this idea, Jobs himself frowned, and other directors also whispered to each other to discuss.

All the people here are old foxes, and all of them are management elites. Naturally, they know what the proxy participation right system is, and it is indeed the best weapon to appease shareholders and investors. The key is the three-year shareholding 3% proposed by Andy. The above shareholders and the restriction that no matter how many such shareholders nominate, at most one person can enter the board of directors, undoubtedly moved everyone present.

"I agree that this proposal is feasible, and it can appease shareholders and investors to the greatest extent, so that they will not keep questioning the opacity of our board of directors."

"There is no problem with the establishment of this threshold. Sure enough, Andy, you have brought us a different way of thinking and perspective."

"I agree too."

At this time, Jobs was also discussing with Cook in a low voice. It has to be said that the threshold proposed by Andy is already very high, because according to the current stock price of Apple, it takes more than 3 billion US dollars to hold 3% of the shares. funds. Moreover, this is still conditional, that is, no matter how many shareholders meet this condition, at most there can only be one member of the board of directors

Moreover, Apple's board of directors is composed of 8 people. Even if the director nominated by shareholders successfully enters the board of directors, in the case of 1:7, the proposal can easily be easily rejected by the rest of the directors, because the remaining 7 directors, including Ann Dee Smith will also wear a pair of pants with him and Jobs at that time. This is a matter of pG's decision.