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Apple Corporate Governance

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SGMA 591 Case 1
APPLE – STOCK GOVERNANCE AND STOCK BUYBACK
SYED AHMAD
Dr. Won-Yong Oh
29 / 09 / 15
SYED AHMAD
Dr. Won-Yong Oh
29 / 09 / 15

1) When analyzing Apple’s Board of Directors, one can see that while it is diversified and overall strong in many regards, there are also a number of underlying issues that must be addressed. To do so, one must consider each of the functions that define a “good” Board: * Oversee managers to ensure maximization of shareholder wealth * Direct the organization’s affairs * Punish and reward managers * Protect shareholder interests * Protect owners from managerial interests * Independence of the Board
To this end, Apple has done well to establish a strong Board to ensure future success. It is particularly important to note the separation of the CEO and Chairman role, which allows the Board to have significant oversight and influence over the CEO’s actions. Furthermore, the diversified nature of the Board allows it to identify unique avenues for sustainable growth, given the various degrees of success its members achieved across several different industries. This diversification allows the Board to protect shareholders’ interests and direct the company’s focus towards value creation, rather than wealth entrenchment.
However, with this being said, it is unclear whether the Board has the power to drive managerial decision making processes. For example, one of the functions of a “good” Board is to punish and reward managers with respect to how well they respect shareholder interests. Apple’s Board, while diversified and experienced, gives no indication of whether or not there is a process to punish the executives for making poor or selfish decisions. Moreover, there is no indication of the independence of the Audit and Compensation committees. This leaves the

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