COMPANY Apple Inc. (AAPL) |
MEETING DATE Friday, 26 February 2016 at 9:00 PST |
COUNTRY United States |
RECORD DATE Monday, 28 December 2015 |
MEETING LOCATION 1 Infinite Loop, Building 4 (Town Hall), Cupertino, California 95014 |
|
MEETING TYPE Annual General Meeting |
SECURITIES 37833100 |
ACCOUNT NUMBER | ACCOUNT NAME | STOCK COUNT |
---|---|---|
613333183 | Hexavest - 613333183 | 653 |
613333221 | Hexavest - 613333221 | 1113 |
800430 | Hexavest - 800430 | 4312 |
HXA1 | Hexavest - HXA1 | 5246 | 1786550 | Hexavest - 1786550 | 6914 |
RDQF1501002 | Hexavest - RDQF1501002 | 9053 |
RNA4 | Hexavest - RNA4 | 9064 |
G735 | Hexavest - G735 | 11018 |
000300917 | Hexavest - 000300917 | 13589 |
855579 | Hexavest - 855579 | 13753 |
1707790 | Hexavest - 1707790 | 13886 |
RZSF1501002 | Hexavest - #RZSF1501002 | 17963 | 975861140425371X | Hexavest - 975861140425371X | 21649 |
MFED | Hexavest - MFED | 23210 |
1759576 | Hexavest - 1759576 | 24504 |
1760446 | Hexavest - 1760446 | 26179 | CT9U | Hexavest - CT9U | 31370 |
095920 | Hexavest - 095920 | 41741 |
HXA2 | Hexavest - HXA2 | 50930 |
000455678 | Hexavest - 000455678 | 337725 |
ITEM | PROPOSAL | BOARD | POLICY |
---|---|---|---|
1.A | To approve the election of the director: James Bell. | done | done |
1.B | To approve the election of the director: Tim Cook. | done | done |
1.C | To approve the election of the director: Al Gore. | done | clear |
1.D | To approve the election of the director: Bob Iger. | done | clear |
1.E | To approve the election of the director: Andrea Jung. | done | done |
1.F | To approve the election of the director: Art Levinson. | done | clear |
1.G | To approve the election of the director: Ron Sugar. | done | done |
1.H | To approve the election of the director: Sue Wagner. | done | done |
2 | To approve the appointment of the auditing firm Ernst & Young LLP. | done | done |
3 | Advisory Vote on Executive Compensation. | done | clear |
4 | To approve the employee savings plan. | done | clear |
5 | Shareholder proposal requesting that the Board of Directors issue a report assessing the feasibility and setting forth policy options for the Company to reach a net-zero greenhouse gas emission status for facilities and major suppliers by 2030. | clear | done |
6 | Shareholder proposal to adopt an accelerated recruitment policy requiring the company to increase the diversity of senior management and its board of directors. | clear | done |
7 | Shareholder social requesting the Board to review the Company's guidelines for selecting countries / regions for its operations. | clear | done |
8 | Shareholder proposal to allow shareholders to nominate candidates for elections. | clear | done |
ITEM 1.A | BOARD | POLICY |
---|---|---|
To approve the election of the director: James Bell. | done | done |
PROPOSER : Board |
The nominees' independence was verified and it was found that the two-thirds of them are independent. No key committee is exclusively made up of independent members. This nominee is deemed independent according to the policy. There is no reason to oppose this nominee's election. A vote in favour of the candidate was recorded.
ITEM 1.B | BOARD | POLICY |
---|---|---|
To approve the election of the director: Tim Cook. | done | done |
PROPOSER : Board |
The nominees' independence was verified and it was found that the two-thirds of them are independent. No key committee is exclusively made up of independent members. This nominee is not deemed independent according to the company. He is currently the chief executive officer of the firm. There is no reason to oppose this nominee's election. A vote in favour of the candidate was recorded.
ITEM 1.C | BOARD | POLICY |
---|---|---|
To approve the election of the director: Al Gore. | done | clear |
PROPOSER : Board |
The nominees' independence was verified and it was found that the two-thirds of them are independent. No key committee is exclusively made up of independent members. This nominee, who is considered non-independent by the policy, sits on the nomination committee, the compensation committee and the governance committee. He has been on the board for over 10 years. A vote against the candidate was recorded.
ITEM 1.D | BOARD | POLICY |
---|---|---|
To approve the election of the director: Bob Iger. | done | clear |
PROPOSER : Board |
The nominees' independence was verified and it was found that the two-thirds of them are independent. No key committee is exclusively made up of independent members. This nominee is deemed independent according to the policy. He is CEO of The Walt Disney Company and sits on the Compensation Committee, which goes against the policy. A vote against the candidate was recorded.
ITEM 1.E | BOARD | POLICY |
---|---|---|
To approve the election of the director: Andrea Jung. | done | done |
PROPOSER : Board |
The nominees' independence was verified and it was found that the two-thirds of them are independent. No key committee is exclusively made up of independent members. This nominee is deemed independent according to the policy. There is no reason to oppose this nominee's election. A vote in favour of the candidate was recorded.
ITEM 1.F | BOARD | POLICY |
---|---|---|
To approve the election of the director: Art Levinson. | done | clear |
PROPOSER : Board |
The nominees' independence was verified and it was found that the two-thirds of them are independent. No key committee is exclusively made up of independent members. This nominee, who is considered non-independent by the policy, sits on the audit committee. He has been on the board for over 10 years. This nominee, who is not independent, is also Chairman, which goes against policy. A vote against the candidate was recorded.
ITEM 1.G | BOARD | POLICY |
---|---|---|
To approve the election of the director: Ron Sugar. | done | done |
PROPOSER : Board |
The nominees' independence was verified and it was found that the two-thirds of them are independent. No key committee is exclusively made up of independent members. This nominee is deemed independent according to the policy. There is no reason to oppose this nominee's election. A vote in favour of the candidate was recorded.
ITEM 1.H | BOARD | POLICY |
---|---|---|
To approve the election of the director: Sue Wagner. | done | done |
PROPOSER : Board |
The nominees' independence was verified and it was found that the two-thirds of them are independent. No key committee is exclusively made up of independent members. This nominee is deemed independent according to the policy. There is no reason to oppose this nominee's election. A vote in favour of the candidate was recorded.
ITEM 2 | BOARD | POLICY |
---|---|---|
To approve the appointment of the auditing firm Ernst & Young LLP. | done | done |
PROPOSER : Board |
More than 75% of the fees paid to the firm were for financial auditing services. The length of the relationship between the company and the auditing firm does not compromise the latter's independence. The independence of the auditing firm was verified and confirmed. A vote in favour of the proposal was recorded.
ITEM 3 | BOARD | POLICY |
---|---|---|
Advisory Vote on Executive Compensation. | done | clear |
PROPOSER : Board |
A complete analysis of the compensation plan shows that it does not meet all of the policy criteria. The compensation plan includes the awarding of share options. This practice is not consistent with the policy. Stock appreciation rights are included in the plan. This type of grant is akin to phantom stock. Management's interests are not aligned with those of shareholders because the risk of holding shares is not real. The term of the plan exceeds the time limit stipulated in the policy, which is 5 years. A vote against the proposal was recorded.
ITEM 4 | BOARD | POLICY |
---|---|---|
To approve the employee savings plan. | done | clear |
PROPOSER : Board |
A complete analysis of the compensation plan shows that it does not meet all of the policy criteria. The compensation plan includes the awarding of share options. This practice is not consistent with the policy. Stock appreciation rights are included in the plan. This type of grant is akin to phantom stock. Management's interests are not aligned with those of shareholders because the risk of holding shares is not real. The term of the plan exceeds the time limit stipulated in the policy, which is 5 years. A vote against the proposal was recorded.
ITEM 5 | BOARD | POLICY |
---|---|---|
Shareholder proposal requesting that the Board of Directors issue a report assessing the feasibility and setting forth policy options for the Company to reach a net-zero greenhouse gas emission status for facilities and major suppliers by 2030. | clear | done |
PROPOSER : Jantz Management LLC |
Apple is rejecting the proposal. The company is making efforts to limit GHG emissions and provides data and targets with respect to its use of renewable energy. Apple confirms its commitment to use 100% renewable energy but did not give any timeframe to achieve this goal. This goal of 100% renewable energy therefore lacks a key requirement: theits deadline. The company should provide this information to facilitate the assessment of its emissions reduction initiatives, and their comparison with those of other companies and of some countries. For example, San Diego has decided to be powered 100% by renewable energy by 2035 (Matt Richtel, «San Diego Vows to Move Entirely to Renewable Energy in 20 Years», The New York Times, December 15, 2015, ref. from February 4, 2016, http://www.nytimes.com/2015/12/16/science/san-diego-vows-to-move-entirely-to-renewable-energy-in-20-years.html?_r=0). Costa Rica has achieved 99% of renewable energies in 2015 («99p of Costa Rica’s Electricity Came from Renewable Energy in 2015», Phys.org, December 18, 2015, ref. from February 4, 2016, http://phys.org/news/2015-12-costa-rica-renewable-energy.html). On the companies’ side, in October, 2015, Nike, Starbucks and Wal-Mart joined themselves to global campaign RE 100 bringing together companies that are committed to get their 100% of their energy supply from renewable energy. Led by the Climate Group with support from the Carbon Disclosure Project (CDP), this initiative already brings together 36 large companies. Goldman Sachs aims to meet this goal by 2020, Johnson & Johnson by 2050 and Nike by 2025 («Nike, Starbucks, Walmart to use 100% renewable electricity», Climate Action, October 15, 2015, ref. from February 4, 2016, http://www.climateactionprogramme.org/news/nike_starbucks_walmart_to_use_100_renewable_electricity). Regarding GHG emissions in its supply chain, Apple is making good efforts. It is part of the CDP supply chain program which includes 75 companies with an interest in GHG emissions in their supply chains. It got an A in evaluating the performance of the various participants in this area. However, Apple should still maintain its efforts regarding its suppliers that are the subject of great scrutiny by NGOs who are frequently reporting social controversies. While Apple has a good practice in relation to GHG emissions, it will have to provide a deadline for its achievement of 100% renewable energy to enable shareholders to make better investment decisions. GIR recommends a vote in favour of the proposal. The proposal is in the shareholders’ interest. A vote in favour of the proposal was recorded.
ITEM 6 | BOARD | POLICY |
---|---|---|
Shareholder proposal to adopt an accelerated recruitment policy requiring the company to increase the diversity of senior management and its board of directors. | clear | done |
PROPOSER : Antonio Avian Maldonado, II |
"The proposer reminds that women and minorities are always under-represented in the high-tech industry. We note that among the eight directors, there is a member of a visible minority and two women. Of the eleven major leaders, there is a woman and two members of visible minorities. In this regard, Apple is not part of the bad students, but it still should serve as a better example given its size and influence on the market. The case for diversity is staggering. Multiple studies have proven that there is a positive correlation between corporate performance and the presence of female directors on boards of directors. Another study, commissioned by the Bank of Finland in 2012, confirmed that board diversity has a positive impact on innovation, sales growth, investment efficiency and profitability, and merger and acquisition (M&A) performance. Lastly, many European countries are now imposing quotas to publicly listed companies in order to increase the number of women board members. Recently the European Commission adopted a bill in November 2012 requiring that at least 40% of the seats on boards of directors of public companies be held by women by 2018. Since increasing the diversity on the Company’s Board of Directors could lead to an increase in shareholder value and since it is an excellent governance practice, we recommend voting in favour of the resolution. The proposal is in the shareholders’ interest. A vote in favour of the proposal was recorded. "
ITEM 7 | BOARD | POLICY |
---|---|---|
Shareholder social requesting the Board to review the Company’s guidelines for selecting countries / regions for its operations. | clear | done |
PROPOSER : National Center for Public Policy Research |
Companies operating in regions where human rights violations are perpetrated and well documented are more likely to be associated with these violations, becoming subject to lawsuits, boycotts from consumers and disinvestment from SRI funds. Furthermore, they are more likely to suffer perturbation within their operations or their supply chains. Apple operates and supplies itself in countries reputed for their lack of consideration toward human rights and for the deplorable conditions found in the plants manufacturing electronic equipment. We should recognize the company embraces strong values, with a code of conduct for its suppliers with social and environmental standards that are, is most cases, higher than the ones of the host countries and it makes sure this code of conduct is respected. Nevertheless, it is still criticized for the poor working conditions that are found in its supply chain in China. To take just two recent examples, on October 22, 2015, the NGO China Labor Watch and The Future in Our Hands, a Norwegian environmental organization, released an investigation report concluding that the labor conditions at the Pegatron Technology plant, which manufactures Apple's smartphones, have hardly improved since the last investigation in 2013. It is said employees are paid for 10.5 hours a day even though they are working 12 hours a day, 6 days a week. They would be forced to work extra hours, without which they wouldn’t be able to support for their daily needs. We also note severe issues regarding health and safety. On one side, the Students and Scholars Against Corporate Misbehavior (SACOM) released on September 25, 2015, a report on work conditions at Lens Technology, a Chinese company manufacturing glass for touchscreens. The report, based on an investigation conducted between January and June 2015 in 3 plants of this Apple’s supplier, denounces the excessive amount of overtime, deductions on salaries as well as dangerous work conditions associated, among others, to the use of benzene, a carcinogenic product. These examples show that there is a gap between, on the one hand, Apple's speech and values and, on the other hand, the reality found in the plants of its suppliers. To operate in countries where labor and human rights are often violated requires from the Company to be very vigilant in order to avoid its employees or its supply chains’ employees suffer a violation of their rights. So far, Apple has not demonstrated it is able to Apple has not demonstrated that it manages to impose its social values all its suppliers, as evidenced by NGO reports. In this context, it would be a good thing if Apple followed the proposer's suggestion, if only to better assess the specific challenges it faces in areas at risk and the measures to be taken. Investors have the right to know what criteria the company uses to determine where it will conduct its business and whether it considers the human rights issues. We do not believe Apple should necessarily withdraw from a country because of its lamentable social conditions, but it has the responsibility to ensure the rights of workers selling or manufacturing its products in that country are respected. It should certainly include among the selection criteria its capacity to uphold its values and fundamental rights of workers. This way it can mitigate the risks previously mentioned and protect shareholders value. The proposal is in the shareholders’ interest. A vote in favour of the proposal was recorded.
ITEM 8 | BOARD | POLICY |
---|---|---|
Shareholder proposal to allow shareholders to nominate candidates for elections. | clear | done |
FILER James McRitchie |
It is in the shareholders' interest that they be allowed to submit candidates for the board elections who will represent their points of view in the decisions that affect the company. The shareholders submitting these proposals must hold more than 3% of common shares for a continuous period of at least 3 years. At least 25% of directors could be appointed that way. The proposal is consistent with the policy. A vote in favour of the proposal was recorded.