Apple Inc.'s directors plan to meet Tuesday and are expected to discuss possible replacements for the board seat recently vacated by Google Inc. Chief Executive Eric Schmidt, according to a person familiar with the matter.
Mr. Schmidt left Apple's board late last month, as the company cited potential conflicts as Apple's and Google's businesses increasingly overlap. The departure came as his membership on the two companies' boards also was being scrutinized by the Federal Trade Commission. Mr. Schmidt had been an Apple board member since 2006.
Apple, of Cupertino, Calif., declined comment. According to the company's Web site, the board meets at least four times a year. Other board members besides Chief Executive Steve Jobs include Intuit Chairman Bill Campbell, former Vice President Al Gore, Avon Products CEO Andrea Jung, former Chrysler finance chief Jerome York, J. Crew Group CEO Millard Drexler and Genentech Inc. Chairman Arthur Levinson. Apple's bylaws stipulate its board can have five to nine members; its board historically maintained between seven and eight members.The board has been criticized for a lack of independence from Mr. Jobs. Half of the company's six outside directors have served for at least a decade, which some governance experts say is too long to maintain their independence from the CEO of a company.
"The biggest danger is that the board will be unable to truly take the perspective of the shareholder and will feel beholden to the CEO or unwilling to confront the CEO," says David Nadler, a corporate governance specialist with Oliver Wyman Consulting.
One person close to Apple has said in the past that Chief Operating Officer Tim Cook may be appointed to the board in the not-too-distant future. It's unclear whether directors will consider adding Mr. Cook to the board at Tuesday's session.
