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Important Progress for the 520 Bridge

Posted by Brad Smith
Senior Vice President and General Counsel

We recently reached out to the people of the Puget Sound area to help advance a critical local and state issue: the timely replacement and expansion of the SR-520 bridge across Lake Washington. 

Many responded. I want to thank everyone who took the time to contact their elected officials and voice their support for the prompt completion of this critical project. Your efforts clearly helped legislators and local officials from both sides of the lake appreciate the need to forge a compromise that allows the project to move ahead on schedule.

I also want to thank our government and community leaders -- Governor Gregoire, state legislators and many others – for their collaborative efforts to bring this important project closer to reality.  By passing legislation to authorize tolling and allow Eastside construction to begin, lawmakers have taken a key step to improve public safety and have kept on track a design that has been 13 years in the making. 

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Improving E-Government Interoperability--Beyond Technology

Posted by Steve Mutkoski
Senior Standards Strategist

Steve Mutkoski
Steve Mutkoski speaking at the Internet Governance Forum in Sharm El Sheikh, Egypt

While participating in e-Government panel discussions on three continents last month, I heard loudly that the impediments to effective e-Government interoperability are no longer primarily technical. Leading policymakers, practitioners and academics agreed that the real challenges today are semantic, organizational, legal and political. You can have perfect technical interconnection of your information systems, for example, but you won’t have interoperability unless people in different agencies know how to collaborate on information sharing and are willing to do so.

This human factor was spotlighted on the first page of the program for the United Nations University 3rd International Conference on Theory and Practice of Electronic Governance, which noted “growing recognition that over-reliance on technology, insufficient collaboration in government, lack of building human capacity and inadequate public consultation all limit possible benefits of [e-Government] initiatives.” The bulk of the presentations focused on these non-technical impediments to e-Government.

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Microsoft Shareholders Vote on “Say-on-Pay,” Other Measures

Posted by John Seethoff
Vice President and Deputy General Counsel

Over the last few months Microsoft General Counsel Brad Smith and I have blogged about our Board of Directors’ consideration of “Say-on-Pay” proposals that enable shareholders to weigh-in on our executive compensation practices.

As we shared in September, our Board approved a policy that enables Microsoft shareholders to cast a non-binding, advisory vote every three years on the compensation programs for our senior executive officers.  The first vote took place at our annual shareholders’ meeting today in Bellevue, Washington.  Nearly 99 percent of the ballots received supported Microsoft’s compensation practices.

Earlier this week, Brad and Edward J. Durkin, director of the corporate affairs department of the United Brotherhood of Carpenters and Joiners of America, co-authored an op-ed in Roll Call that explains why Microsoft chose a three-year voting cycle, rather than annual “Say-on-Pay” votes as some have advocated.  The three-year cycle was actually drawn from a proposal Microsoft received from the UBC.   If you’re interested in this issue, please take a look at the op-ed and leave us a comment to let us know what you think.

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Businesses Should Take the Lead on Corporate Governance

Posted by John Seethoff
Vice President and Deputy General Counsel

Last month Microsoft General Counsel Brad Smith and I blogged about the decision by Microsoft’s board of directors to adopt a new “Say-on-Pay” policy.  Recently Brad authored a column for InsideCounsel magazine entitled, The Buck Starts Here: GCs should be advocates for good corporate governance. The article urges the business community to address corporate governance issues quickly and proactively to help restore public confidence and solidify the foundation for economic recovery. 

For additional information about corporate governance at Microsoft, please click here.

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Microsoft’s Board Adopts New “Say-on-Pay” Policy

Posted by Brad Smith
General Counsel and Corporate Secretary

and John Seethoff
Vice President and Deputy General Counsel 


We’ve blogged in the past about Microsoft’s commitment to strong corporate governance, and our belief in the need for transparent policies that enhance public and investor trust in large companies like our own.
 
Today, our Board of Directors put Microsoft’s philosophy into practice by adopting a new “Say-on-Pay” policy that enables our shareholders to weigh-in on our executive compensation practices.

Under the policy adopted by the Board today, Microsoft shareholders will be able to cast a non-binding, advisory vote every three years on the compensation programs for our senior executive officers.  The first vote will take place at our annual shareholders’ meeting later this year on November 19.


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A Principled Approach to Compensation Reform

Posted by John Seethoff   
Vice President and Deputy General Counsel

In the wake of the financial crisis of the past year, Congress is currently considering several bills that would regulate executive compensation and other aspects of corporate governance. It’s good that policymakers are focused on these matters. In May, I blogged about how strong corporate governance policies and practices can help restore public trust and solidify the foundation for a broad recovery.

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Microsoft’s Board of Directors Proposes a New Right for Shareholders
Posted by John Seethoff
Vice President and Deputy General Counsel

A few weeks ago I wrote about the importance of strong corporate governance policies and practices, and the commitment of Microsoft’s board of directors to adopt policies that not only enhance long-term shareholder value and build our brand, but also encourage innovation and appropriate risk-taking. As part of this commitment, our board today recommended amendments to our articles of incorporation that would give shareholders representing 25 percent or more of outstanding shares the right to call special shareholder meetings.

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Corporate Governance: A Foundation for Restoring Public Trust

Posted by John Seethoff
Vice President and Deputy General Counsel

In today’s economic climate, strong corporate governance policies and practices are more important than ever.  Sound corporate governance can help restore public trust and solidify the foundation on which a broad recovery can be built.

Last month, Ray Gilmartin, chair of the governance and nominating committee of the Microsoft Board of Directors, sent a letter to our largest shareholders to describe our principal corporate governance practices.  A desire to be transparent about our policies was the main driver behind Ray’s letter. 

But communication isn’t a one-way street.  Our shareholders can always provide their thoughts to the board about corporate governance at Microsoft, and we welcome such input.  We recently received a “Say-on-Pay” shareholder proposal from the United Brotherhood of Carpenters Pension Fund for inclusion in our annual proxy statement.  It’s a creative variation on the concept of asking that a board adopt a process to allow shareholders to vote on a company’s executive compensation practices.  Just Wednesday, Intel implemented a Say-on-Pay policy at their annual meeting.

 

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