Apple
Jung, the newest director and only woman serving on the seven-member board, quietly took over as co-lead in December. She succeeds former Apple executive Bill Campbell, one of the companys longest-serving board members and a mentor to CEO Steve Jobs. Jobs is expected to appear at the meeting.
The handoff to Jung follows complaints by corporate- governance experts that Jobs had too much sway over a group of hand-picked directors. That may have affected the limited disclosures about Jobss health last year, when he had a liver transplant, said Jeffrey Sonnenfeld, a dean at Yale Universitys School of Management. Jungs elevation to co-lead director gives a more independent voice to the board, he said.
“This is a really good move and I applaud them,” said Sonnenfeld, who studies corporate-governance issues at the school in New Haven, Connecticut. “I dont know if this shows contrition, but they are moving forward.”
Jobs, who turns 55 today, has attended every one of Apples shareholder meetings since he returned as CEO in 1997 — except for last year, when he was on medical leave. The company disclosed Jungs new role by mentioning her new two-word designation on Page 8 in its December proxy statement.
Great Addition
Apple declined to say why Campbell relinquished his role, said Steve Dowling, a spokesman for the Cupertino, California- based company. Jung “is a strong CEO and marketer and her insights and experience have been a great addition to Apples board,” Dowling said. He declined to comment on why Apple didnt announce the change in a press release, referring questions back to the filing.
Jung, 51, declined to be interviewed for this story, said Jennifer Vargas, a spokeswoman for New York-based Avon. Campbell, who remains on the board, had been co-lead director since 2005. He didnt respond to a request for comment.
Jobs, who co-founded Apple in 1976, was fired by the board in 1985 following a management dispute. When he rejoined Apple almost 13 years ago, one of his first actions was to replace all except two of the directors. His picks included Campbell — a former Apple sales executive who went on to run Apples software subsidiary, Claris Inc. — and former International Business Machines Corp. Chief Financial Officer Jerry York.
Al Gore
Jobs added former U.S. Vice President Al Gore to the board in 2003, J. Crew Group Inc. CEO Millard “Mickey” Drexler in 1999, Genentech Inc. Chairman Art Levinson in 2000 and Google Inc. CEO Eric Schmidt in 2006.
The board stood behind Jobs in 2006 after the U.S. Securities and Exchange Commission began an investigation into stock-option backdating. Jobs admitted to recommending some favorable dates on options other than his own. A special board committee, led by Gore, exonerated him of any misconduct.
The SEC started a review of the disclosures to ensure investors werent mislead, a person familiar with the matter said at the time. SEC spokesman John Nester declined to comment.
Antitrust Probe
The directors came under scrutiny again later in the year by the Federal Trade Commission, which examined whether overlapping directors between Apple and Google violated antitrust laws. The investigation ended after Schmidt stepped down from Apples board and Levinson resigned from Googles board.
Levinson remains on Apples board, where he shares co-lead director duties with Jung. Levinson was named co-lead, along with Campbell, in December 2005, according to a company filing. Campbell also serves as chairman of Intuit Inc.
The board met four times in 2009, Apple said in December. The company says it considers all its directors, except for Jobs, as independent.
That isnt a view shared by some corporate-governance experts. Campbell worked at Apple as a marketing executive in the 1980s. That makes him an “insider,” said Charles Elson, director of the John L. Weinberg Center for Corporate Governance at the University of Delaware.
Lingering Question