苹果新规：大股东可提名董事

苹果本周表示，已对董事会章程进行修订。普通投资人通过集体参与，影响上市公司的董事会成员任命，这被称为“代理参与制”，苹果成最新一家引入这种机制的公司。

测试中可能遇到的词汇和知识：

nomination 提名[nɒmɪ'neɪʃ(ə)n]

amended 修正的[ə'mendid]

bylaw 内部章程['bai,lɔ:z]

proxy access 代理参与制

capitalization 市值[,kæpɪtəlɪ'zeʃən]

Apple opens board nominations to large investors（410 words）

By Tim Bradshaw in San Francisco and Stephen Foley in New York

Apple has amended its corporate bylaws to allow shareholders to nominate new board members,making it the latest in a string of US companies to introduce a measure that offers greater control to investors.

The issue of so-called proxy access has gone from a fringe issue to mainstream practice in just two years,as major institutional investors including BlackRock and T Rowe Price and many of the largest US pension funds have demanded improved shareholder rights.

As the world's most valuable company,Apple now tops a growing list of corporations that allows its investors — either alone or working as a group — to nominate a board member,as long as they have held at least 3 per cent of the company's shares for at least three years.

At Apple's present market capitalisation of just under $600bn,that would mean investors would need to hold stock worth almost $18bn to qualify.

Microsoft,Coca-Cola and Philip Morris International are among more than 50 members of the S&P 500 index to have introduced proxy access rights this year.

Pension funds led by the New York City Employees' Retirement System and Calpers in California put more than 100 resolutions at shareholder meetings around the US this year demanding proxy access,and are threatening to target dozens more companies next year.

Opponents of proxy access say that choosing directors is a task best left to the board of a company,with shareholders having a vote on their choices. But this year has seen a growing number of boards decide to offer the new rights rather than face a showdown with investors at a public meeting.

Apple's change is the latest move to open up its corporate governance under chief executive Tim Cook,from improving the transparency of its supply chain practices to the introduction of more performance-related compensation for its executives.

In 2014,a narrow majority of Apple shareholders approved majority voting for the election of directors,which had been long sought by corporate governance campaigners. At the most recent annual meeting in March,a shareholder proposal demanding proxy access was defeated but attracted significant support,with 39 per cent of votes cast in favour of the change.

Under the new Apple bylaws,which were updated on Monday and revealed in a regulatory filing on Tuesday,a group of up to 20 shareholders can nominate up to 20 per cent of Apple's board,or one of its eight directors.

Apple declined to comment beyond Tuesday's filing.

1.How many years should the shareholders holding 3 % shares to be nominated at any rate?

A.2

B.5

C.3

D.8

[1] 答案

2.How much would investors need to hold to qualify at least?

A.$600bn

B.$18bn

C.$8bn

D.$81bn

[2] 答案

3.Which one is not mentioned to have introduced proxy access rights this year?

A.Microsoft

B.KFC

C.Coca-Cola

D.Philip Morris International

[3] 答案

4.How many directors are there in Apple now?

A.8

B.9

C.3

D.20

[4] 答案

[1]答案：C.3

解释：如果一名苹果股东持有3%的股权超过了三年时间,则可以提出公司董事的提名建议。

[2]答案：B.$18bn

解释：苹果公司目前的市值接近6000亿美元，这意味着投资者需要持有股票价值近180亿美元。

[3]答案：B.KFC

解释：代理权咨询公司机构投资者服务今年10月表示，标准普尔500指数中近10%的公司已经或承诺提供代理参与权。

[4]答案：A.8

解释：目前苹果董事会有8名成员。