Apple: Al's Gorey Mess

While Apple's management has publicly committed itself to become a more environmentally friendly corporation, it simply may be noise and words on a page. There is no way to verify that this pledge will be implemented.
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Al Gore, the former Vice President of the United States, and who is on the board of directors of Apple, Inc., won the Noble Peace Prize in 2007 for his book and film warning the world community of the dangers of increasing greenhouse gas emissions and overall potentially catastrophic climate change.

Al Gore in 2007 also voted against two environmental shareholders resolutions on the Apple annual meeting ballot and again in 2008 voted with his board colleagues at Apple to oppose a binding bylaw amendment to create a board committee on sustainability.

Last year, two advisory shareholder resolutions were filed at the annual Apple meeting. As You Sow, a San Francisco-based non-profit shareholder advocacy organization, filed a proposal asking Apple to make their computer take-back recycling program more ambitious and comprehensive. Trillium Asset Management, a Boston-based socially responsible investment advisory firm, asked Apple to conduct a report to assess the expeditious phase out of toxic chemicals in all Apple products. The Apple board of directors unanimously opposed both proposals.

A coalition of over 70 environmental and consumer groups wrote Mr. Gore asking him to use his influence as a member of the board and a global environmental leader to change his vote and support the resolutions. While Gore never agreed to support the resolutions, he must have convinced Apple's CEO, Steve Jobs, to issue a formal letter prior to the 2007 shareholders meeting pledging a "greener" Apple. While the resolutions remained in the Apple proxy materials and on the ballot, both As You Sow and Trillium withdrew their resolutions at the shareholders meeting.

Jobs was not only responding to shareholders and stakeholders, including the organizations concerned about Apple's environmental commitment, but was responding to receiving the lowest ranking among companies in the electronics sector from Climate Counts Company Scorecard ( Canon received the highest score of 77 while Apple received the lowest score of 02. According to Climate Counts:

The best of these companies have worked to make sure the latest technology is consistent with the most current thinking about corporate climate leadership. They're doing everything from reducing emissions in the production process, to making products that require less energy, to taking back products that are obsolete and turning them into the next big thing. But the range of scores in the sector is notable; those companies at the bottom of the sector may have a different perspective on what it really means to be 'cool' than those at the top.

While it is important that Apple's management has publicly committed itself to become a more environmentally friendly corporation, it simply may be noise and words on a page. There is no way to verify that this pledge will be fully implemented as it is not binding on the corporation and has no force of law. This pledge may be meaningful or meaningless. It is a pledge from an officer of a corporation who could be replaced tomorrow by the board of directors.

The board of directors is legally and fiduciarily accountable to shareholders, or the owners of Apple, Inc. Unfortunately for shareholders, however, Apple's board of directors is self-nominated. Shareholders have no power to nominate directors and cannot vote against director nominees, only "withhold" their vote. Pursuant to plurality voting, one shareholder share voted in favor of the self-nominated slate elects the entire board. It is like a one-party Soviet communist state election; Stalin would be pleased. There are no choices or alternative candidates.

This year, Gore again joined his fellow Apple directors, who unanimously opposed a binding bylaw amendment to authorize the board of directors to create a Board Committee on Sustainability which could ". . . initiate, review, and make policy recommendations regarding the company's preparation to adapt to changes in marketplace and environmental conditions that may affect the sustainability of our business. Issues related to sustainability might include, but are not limited to: global climate change, political instability, emerging concerns regarding toxicity of materials, resource shortages, and biodiversity loss."

The resolution will be on the shareholder ballot and is included in the proxy material for the March 4, 2008 shareholders meeting in Cupertino, California. You see, unlike advisory resolutions, or precatory proposals on the shareholder ballot, this resolution will enact a bylaw (a law of the corporation) and codify "sustainability." The 2007 environmental resolutions were only advisory. Even if adopted by a majority of shareholders the board could ignore the vote. A bylaw amendment is more than words, more than a "pledge." Once enacted, it is the duty of board members, as fiduciaries, to seriously address Apple's responsibility as a corporation to consider corporate sustainability. The board of directors is "elected" by shareholders to set policy and require management to implement that policy. Steve Jobs is hired, compensated and can be fired by the members of the board of directors. He should not set corporate policy. The board of directors is fiduciaries and as such should be responsible for insuring that Apple, Inc. becomes a "sustainable corporation," if the term has not already become an oxymoron.

Al Gore is not only a fiduciary on the Apple board of directors, but the chairman of the recently formed Generation Investment Management, a money management firm integrating traditional equity analysis with ". . . sustainability research to create a new approach to long-term investing." Gore has been quoted a saying that ". . . the investment management industry can - and must - make three important changes to address the issues considered to be the course of the climate crisis," including, ". . . the full integration of sustainability issues into the evaluation of every investment that's made." I agree with Al Gore and that's the reason I filed a binding bylaw amendment with Apple to create a Board Committee on Sustainability.

Al Gore, a former Vice-President of the United States, and a Nobel Laureate for his work on global climate change, voted against a binding bylaw amendment at Apple, Inc. to create a real, not advisory, Board Committee on Sustainability, so that he and his fellow board members could take personal responsibility for setting sustainability policy for a major technology company in the United states. This is not only supposed to be his "calling," but his personal responsibility, his fiduciary duty, and his duty representing Apple shareholders and stakeholders to provide "leadership" on sustainability. So far, he has turned a blind eye to sustainability, but more important, demeaned the honor of the Nobel Peace Prize.

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