Apple
Apples co-lead directors, Arthur Levinson and Bill Campbell, each answered questions at the companys annual meeting on how the board has handled disclosures about Jobss health, succession planning and executive pay at Apple. In past years, Jobs has dominated the meeting, with board members sitting quietly in the first row of the audience.
“The dynamism of him controlling the meeting has changed,” Scott Adams, a representative of the American Federation of State, County and Municipal Employees, said in an interview after the meeting. His organization owns 18,218 Apple shares. In the past, “Jobs would not allow questions to go to directors.”
Standing up to address a packed room, Levinson, the CEO of Genentech Inc., said yesterday that “nothing has changed,” since Apples disclosure on Jan. 14 that Jobs was taking a five-month medical leave.
“He certainly remains the CEO — hes responsible and deeply involved in all strategic matters,” said Levinson, whos served on Apples board since 2000. “If theres new information that we deem important to disclose, that will happen. At this point we feel weve met all disclosure obligations and responsibilities.”
Apples Disclosures
Corporate governance experts have faulted Apples board, which includes former U.S. Vice President Al Gore and Google Inc. CEO Eric Schmidt, for not talking about Jobss health sooner and in more detail after concern about his weight loss last year caused movements in the stock price. Jobs, a cancer survivor, missed the annual meeting for the first time in more than a decade.
While giving shareholders updates isnt a hard and fast rule, Apples board will probably be compelled to talk more about Jobss health if anything changes significantly, said Jahan Raissi, a partner at Shartsis Friese LLP in San Francisco. He was a former senior counsel in the enforcement division of the Securities and Exchange Commission.
“If in two months it comes out that something changed and people knew two months ago and they didnt say anything, there could be hell to pay,” Raissi said in an interview. “If they dont say anything more, than its reasonable to believe that the company doesnt know any different information.”
Apple rose 91 cents to $91.16 in Nasdaq Stock Market trading yesterday. The shares have gained 6.8 percent this year.
Biggest Assembly
Yesterdays gathering — held in the same auditorium at Apples Cupertino, California, headquarters where Jobs typically introduces new products — was the biggest public assembly of directors at an annual meeting in the past three years.
Last year, Jobs was joined by Gore, Schmidt, Levinson and Campbell. In 2007, Levinson, Campbell and Schmidt also attended.
On Jan. 5, Jobs said treatment for his weight loss was “relatively simple.” Nine days later, he announced he would take leave after learning his health issues were “more complex” than he originally thought.
SEC Probe
The SEC started an investigation into the disclosures to determine whether investors were misled, a person familiar with the matter said last month. The review doesnt mean investigators have seen evidence of wrongdoing. Apple general Counsel Daniel Cooperman declined to comment on the SEC investigation yesterday.
Jobs, who co-founded Apple in 1976 and was ousted in a management coup in 1985, returned to lead the company in 1997. One of the first things he did was to replace all but two of the board members. His picks included Campbell, a former Apple executive, and York, an adviser to Tracinda Corp. CEO Kirk Kerkorian.
“Its a very secretive culture, a very closed culture,” said Conrad Mackerron, director of corporate social responsibility for As You Sow, an environmental advocacy group in San Francisco. The group, which met with Jobs two years ago to talk about Apples environmental policies, submitted a shareholder proposal asking that the company provide more details on its effort to cut carbon emissions. “Its hard to talk in an open manner.”
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