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Board Composition and Corporate Governance Director

United States

Job Type

Part Time

Indicative Compensation

TBD

Remote working allowed

Yes

About the Role

The Board Composition and Corporate Governance Committee has been constituted by the Board of
Directors
- to assist the Board by identifying individuals qualified to become Board members and to recommend to the Board nominees to fill vacancies in membership of the Board as they occur and, prior to each Annual Meeting of Shareowners, a slate of nominees for election as Directors at such meeting;
- to develop and recommend to the Board the Guidelines on Corporate Governance applicable to the Corporation;
- to lead the Board in its annual review of the Board’s performance;
- to review and approve Director compensation;
- to recommend to the Board the Director nominees for each committee of the Board and the Lead Independent Director; and
- to review and assess the Corporation’s policies and practices with respect to the Corporation’s corporate responsibilities, including environmental responsibility, community engagement, and societal matters.

As a member of the Board, you would oversee the CEO and other senior management in the competent and ethical operation of the Corporation on a day-to-day basis and ensure that the long-term interests of shareholders are being served.

To satisfy the Board’s duties, you will be expected to take a proactive, focused approach to their positions to ensure that Apple is committed to business success through the maintenance of high standards of responsibility and ethics.

For all directors, the corporation requires an independent mindset, integrity, personal and professional ethics, business judgment, and the ability and willingness to commit sufficient time to the Board.

The Board considers many factors in evaluating the suitability of individual director candidates, including their general understanding of global business, sales and marketing, finance, and other disciplines relevant to the success of a large, publicly traded company; understanding of  business and technology; educational and professional background; personal accomplishment; and national, gender, age, and ethnic diversity.

In all cases, a record of significant accomplishment in a relevant arena is a must.

The Board is committed to actively seeking highly qualified women and individuals from minority groups to include in the pool from which new candidates are selected.

Experience driving business success in markets around the world, with an understanding of diverse business environments, economic conditions, cultures, and regulatory frameworks, and a broad perspective on global market opportunities.

Extended leadership experience for a significant enterprise, resulting in a practical understanding of organizations, processes, strategic planning, and risk management. Demonstrated strengths in developing talent, planning succession, and driving change and long-term growth.

Prior M&A experience is desired - A history of leading growth through acquisitions and other business combinations, with the ability to assess “build or buy” decisions, analyze the fit of a target with a company’s strategy and culture, accurately value transactions, and evaluate operational integration plan

Requirements

The Board Composition and Corporate Governance Director will:

1. Review, evaluate and seek out candidates qualified to become Board members, consistent with criteria approved by the Board, who may be submitted by Directors, officers, employees, share owners and others for recommendation to the Board of Directors.

2. Develop and periodically reevaluate a list of selection criteria to be approved by the Board and used by the Committee for Board and committee membership. Recommend any proposed changes to the selection criteria to the Board of Directors for approval.

3. Recommend annually to the Board of Directors the Directors for appointment to committees of the Board and the Director to serve as Lead Independent Director. Review annually the independence of each Director and make recommendations to the Board regarding director independence.

4. Establish procedures for the Board Composition and Corporate Governance Committee to oversee the evaluation of the Board of Directors, its committees, and individual Directors, including the Lead Independent Director. Receive comments from all Directors and report annually to the Board of Directors with an assessment of the Board’s performance as a whole as well as the contributions of each Director.

5. Review annually and make recommendations to the Board with respect to the compensation of directors, including the Lead Independent Director.

6. Review the leadership structure of the Board. Consider matters of corporate governance and annually review and reassess the adequacy of the Corporation’s Guidelines on Corporate Governance and recommend any proposed changes to the Board of Directors for approval.

7. Review and assess the Corporation’s policies and practices with respect to matters affecting the Corporation’s corporate responsibilities including the matters enumerated below; advise the Board of Directors of its findings; and recommend to management and the Board of Directors, as appropriate, new or revised policies and practices on: • diversity and inclusion in the workplace; • environmental protection and sustainability; • employee health and safety; • community relations, including programs and contributions to educational, cultural and other social institutions; and • corporate social responsibility, including activities and practices on conducting business responsibly, of being a good corporate citizen, and on engaging with external stakeholders.

8. Administer the Corporation’s Related Person Transactions Policy.

9. Review the application of the Corporation’s Code of Conduct to the Corporation’s president and CEO and senior vice presidents (collectively, “Senior Executive Officers”) and Directors, address any misconduct or matters involving a Senior Executive Officer or Director, and report and make recommendations to the Board as to any such matters as appropriate.

10.Have the sole authority to retain and terminate any search firm to be used to identify director candidates and have sole authority to approve the search firm’s fees and other retention terms. Have authority to obtain advice and assistance from internal or external legal, compensation, accounting or other advisors.

11.Discuss with management the Corporation's major risk exposures related to corporate governance and the steps management has taken to monitor and control such exposures.

12.Review and recommend to the Board stock ownership guidelines for directors and, at least annually, review compliance therewith.

13.Make regular reports to the Board of Directors.

14.Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board of Directors for approval. Annually review its own performance.

15.Review and assess the adequacy of the Lead Independent Director Charter annually and recommend any proposed changes to the Board of Directors for approval.

COMPOSITION

Since the Board depends both on
(i) the character, judgment, objectivity and diverse experience of its individual Directors and
(ii) (their collective strengths, the Board should be composed of:
1. Directors chosen with a view to bringing to the Board a variety of experience and backgrounds.
2. Directors who have high level managerial experience in a relatively complex organization or are accustomed to dealing with complex problems.
3. Directors who will represent the balanced, best interests of the share owners as a whole rather than special interest groups or constituencies, while also taking into consideration in assessing the overall composition and needs of the Board such factors as diversity (including race, gender, and age) and specialized expertise in areas critical to oversight of the corporation’s strategy, including executive leadership, global business operations, finance, accounting, industrial automation and information, technology, risk management, and governance.
4. A substantial majority of Directors who meet the criteria for independence required by the New York Stock Exchange.

SELECTION CRITERIA -- INDEPENDENT DIRECTORS

In considering possible candidates for election as an independent Director, the Board Composition and Corporate Governance Committee and other Directors should be guided by the foregoing general guidelines and by the following criteria:

1. Each Director should be an individual of the highest character and integrity, have experience at or demonstrated understanding of strategy/policy-setting and a reputation for working constructively with others.
2. Each Director should have sufficient time available to devote to the affairs of the Corporation in order to carry out the responsibilities of a Director.
3. Each Director should be free of any conflict of interest which would interfere with the proper performance of the responsibilities of a Director.

This excludes from consideration:
(i) officers of companies in direct or substantial competition with < > and
(ii) major or potential major customers, suppliers or contractors.

SELECTION CRITERIA -- INSIDE DIRECTORS

As a matter of policy, a substantial majority of the Board will be composed of outside Directors. The Chief Executive Officer is expected to be a Director. If there is a chief operating officer, the Board will consider whether it is appropriate for such person to be a member of the Board. Other members of senior management should not be on the Board.

CONTINUATION OF SERVICE

1. A director is not to stand for re-election after he or she attains age 72, but a director elected before age 72 may complete his or her term. Exceptions to this policy can be made at the request of the Chairman and with the unanimous approval of the Board. If the Board decides to make an exception, the director can serve for one additional term of up to three years. At the end of such term, the director must tender his or her resignation.
2. An independent Director whose job responsibilities change meaningfully from those at the later of the time of initial appointment or most recent election is expected to offer to resign as a Director. Whether such offer will be accepted by the Board is a matter for discussion at that time.
3. A Chief Executive Officer who retires or resigns from that position is expected to offer to resign as a Director. Whether such offer will be accepted by the Board is a matter for discussion at that time. A former Chief Executive Officer serving on the Board will be considered an inside Director.

About the Company

theboardiQ has been retained for a "Board Composition and Corporate Governance Director" role for a Russell 3000 Publicly Traded Company

Contextual description

"5" being most important and "1" being least important

1. Values

Weightage

Strategic Leadership and Execution

4

Applies vision to think beyond the immediate situation and explores multiple potential paths. Invests time in planning, discovery, and reflection to better drive decisions and more efficient implementation. Ensures that business goals are met by executing, monitoring, and adjusting the organizational action plan.

Managing Through Change and Uncertainty 

5

Adjusts thinking and behavior to resiliently face change, and uses experience to fuel growth. Embraces failure as a learning opportunity for themselves and others. Enables the process of change and transition while helping others deal with the effects of change.

Customer focus

4

Prioritizes and takes action on the needs of both internal and external customers. Designs and delivers products and services with the customer experience top of mind.

2. Skills

Weightage

CEO and Business Head

5

Experience as a “Public or Private Company CEO" and a proven track record of excellent executive leadership skills, including hands-on responsibility for strategic and operational planning, financial reporting, compliance, risk management, and talent management, and success in delivering growth strategies. Specific attributes include ability to manage complexity and ethical approach to conducting business.

Government and Public Policy

4

Your track record of experience in understanding geo political and macro economic indicators of geographies and countries. Exposure to key drivers of economic growth affecting the industry. Public Policy and liaison with the Government in shaping industry and technology direction.

Business Ethics and Compliance

4

Your track record of experience in corporate integrity, conflict of interest, confidentiality and data protection, prevention of bribery, ethical marketing and fair competition, corporate social responsibility — health and safety and fair labour.

Environmental, Social and Governance

4

Your track record of experience in the four pillars prescribed by the WEF
1) People: Reflecting a company’s equity and its treatment of employees. Metrics include diversity reporting, wage gaps, and health and safety.
2) Planet: Reflecting a company’s dependencies and impact on the natural environment. Metrics in this pillar include greenhouse gas emissions, land protection, and water use.
3) Prosperity: Reflecting how a company affects the financial well-being of its community. Metrics include employment and wealth generation, taxes paid, and research and development expenses.
4) Principles of governance: Reflecting a company’s purpose, strategy, and accountability. This pillar includes criteria measuring risk and ethical behavior."

International Experience

5

Your track record of growing market share and revenue in markets around the world; an understanding of how to drive growth in both mature and emerging markets, as well as regulated and free markets; and insight into the talent needs of diverse geographic markets.

Marketing and Sales

4

Your track record of growing market share/revenue through innovative marketing and effective selling — a history of building brand awareness and equity, knowledge of how to enhance enterprise reputation and image, an understanding of the voice of the customer and the power of differentiating a brand in a way that is compelling to target customers.

Financial Accounting | Audit

5

Your track record of experience related to a financial / accounting background that may meet regulatory requirements to be deemed a “Financial Expert”.

3. Demographics

Equal opportunity employer

Gender

Race & Ethnicity

LGBTQ+

Veterans

Differently abled

Yes

Yes

Yes

Yes

Yes

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