Randomly Noted

Score one for the California Public Employees’ Retirement System. The country’s largest public pension fund won in its scrimmage with Apple Inc. about how Apple directors get to stay on board.

Apple shareholders voting at the company’s annual meeting today backed a CalPERS-offered proposal that asks the board of directors to jump on the majority voting bandwagon.

“An election where you can be voted in without a majority is unworthy of a great company like Apple,” said Anne Simpson, CalPERS’ senior portfolio manager who heads its corporate governance program, in a press release. “We strongly urge Apple to make the change that its owners are requesting.”

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The U.S.’s largest public pension funds reports further progress in its useful quest to get more publicly traded companies to adopt majority voting for directors.

Simply put, majority voting requires a director in an uncontested election to receive more “for” votes from shareholders than “withhold” votes to continue to serve on the board of directors.

The 58 companies targeted in March 2010 by The California Public Employees’ Retirement System (CalPERS) were holding onto the plurality system. Under that system, a single “for” vote could re-elect a director.

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Catching up on some U.S. corporate governance developments from late December, we noted the concept of “social loafing” and a stubborn apple, as in Apple Inc.

We’ll start with loafing. The reference was in a Dec. 30, 2010, op-ed piece in The Wall Street Journal in which Robert C. Pozen, a Harvard Business School lecturer and chairman emeritus of MFS Investment Management, argued for some big changes in the way boards of directors of public U.S. companies are structured and behave.

We were pleased that Pozen hit on some issues that this column has advocated, including the notion of more professional directors who really know a business and an industry and who are strictly limited in the number of boards served so they can spend more time and be effective.

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The resignation of Eric Scmidt, the chief executive officer of Google, from the board of directors of Apple is just a glaring example of a poor industry practice. Currently serving CEOs should not be board members of other public companies.

In the Schmidt/Apple affair it took head-on competition in some areas between the two companies before the announced mutual decision that Schmidt should take his leave. Dow Jones Newswires also noted there has been a Federal Trade Commission look at the boards of Apple and Google, as they not only shared Schmidt as a member on both but also Genentech Chairman Arthur Levinson.

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The  Obama administration is in the early stages of reviewing antitrust issues surrounding big telecoms companies – specifically, their alleged advantage over smaller players in locking up distribution deals with makers of sexy gadgets like Apple Inc.’s iPhone, Palm Pre and, to a lesser extent, BlackBerry Storm. The review, informal at this point, is being conducted by the U.S. Department of Justice, The Wall Street Journal reports. This comes on the heels of last month’s Department of Justice statement of concern about United Airlines and Continental Airlines’ plans to work more closely together as part of the Star Alliance.  Moreover, the DOJ is investigating Google Inc.’s settlement with authors and publishers over its Book Search product. Clearly, the new president is crafting a new approach toward competition issues. Continue reading…