© 2018 American University Model United Nations Conference All rights reserved. No part of this background guide may be reproduced or transmitted in any form or by any means whatsoever without express written permission from the American University Model United Nations Conference Secretariat. Please direct all questions to [email protected] Pia Paul Chair Dear Delegates, Welcome to the Apple Board of Directors’ committee! I am so ridiculously excited to take part in this experience with all of you! The main mission of our committee is to improve Apple’s image to the general public whilst making sure that as part of the Board of Directors, you are maximizing profits for Apple. Our committee will focus on key issues that Apple faces such as privacy, corporate social responsibility, and treatment of workers. I hope that all of you have a great time in committee and acquire an even greater understanding of crisis procedure when dealing with a company such as Apple. Please keep in mind that in this crisis committee; there is so much space for all of you to move committee in a certain way with dynamic, and two dimensional characters. The possibilities are limitless! I am currently a freshman and this will be my first time chairing for AmeriMUNC and I can’t wait to see the creativity and different character arcs you all bring. I participated in Model United Nations all throughout high school- starting in general assembly committees and then moving onto crisis committees (which were my favorite). It was being in Model United Nations that fostered my interest in international relations and consequently, I am majoring in international relations and minoring in economics at American University. Also, I am currently in the travel team for Model United Nations. If you have any questions about applying to American University, AmeriMunc, or the Model United Nations travel team, don’t hesitate to ask! This background guide is a starting point for research. When coming into committee be aware of your responsibilities as the Apple Board of Directors. Come in with innovative ideas to make sure Apple stays as the technological superpower in this rapidly developing technological based world. All delegates should be prepared to participate in committee. I already know this will be a great conference! Don’t hesitate to ask me any questions. Best, Pia Paul Emma O’Connor Chair Dear Delegates, Hello delegates! My name is Emma O’Connor, I’m an undeclared CAS major from Sterling, Massachusetts. I did MUN all through high school, and traveled across the country to conferences including MUNUC and ILMUNC. My favorite MUN memory was forming a coalition of “pirates” against ISIS in one of my GA’s last year. However, I also really loved sending candy grams to my friends in other committees! Especially because I would send them from random celebrities, so they would get a message from Shaq in the middle of their committee! My hobbies include knitting scarves for my friends, taking adorable photos of my half dachshund and half yellow lab puppy, hiking in the mountains of Vermont and New Hampshire, rereading the Harry Potter series for the 15th time, watching New Girl or Parks and Rec, indulging in some Ben and Jerry’s phish food ice cream, and enjoying quality time with my friends and family. So far I have loved living in DC and being a metro ride away from my favorite museum, the National Portrait Gallery. I am looking forward to getting to know all of you and diving into the challenges facing Apple and the growing consequences of digitization in our world. I can’t wait to help you all engage in lively and professional debate! See you soon! Best, Emma O’Connor BOARD OF DIRECTORS of APPLE INC. 01 BOARD OF DIRECTORS of APPLE INC. ABOUT APPLE INC. Apple is a major technology company based in the Silicon Valley. Its influence has spread all across the globe and has made Apple a household company name In recent years, Apple has been faced with the task of balancing privacy, safety, and profit. Glance at Committee ● During nominee elections, call This is a brief summary of some powers for one (1) to three (3) the Board and shareholders can or independent inspectors cannot do. It does not recognize all ● Appoint an independent powers, and it is essential to read treasurer separate from Apple’s through all the roles and responsibilities CFO as necessary. ● Declare Bankruptcy (Chapter 7 or Chapter 11) What Apple Board of Directors CAN do: What Apple’s Board of Directors are ● Select and/or demote senior REQUIRED to do: executive officers ● Hold unlimited one-year terms ● Board cannot have less than five on the board (5) but no more than nine (9) ● Nominate potential director members candidates ● Automatically remove a director ● Call for a regular or special once they turn 75 years old meeting at any time (with notice) ● Hold an Annual General Meeting ● Removal of any senior executive with shareholders officer with or without cause ● Participate in one of the three committees (Audit and Finance, Nomination and Corporate Governance, Compensation) 02 ● Committees cannot have less Three entities that oversee Apple: than three (3) board members ● Shareholders - Owners of the What shareholders CAN do: company ● Board of Directors - ● CEO cannot be the Chairman of Representatives of the the Board of Directors shareholders who oversee the ○ An independent chairman executives is elected ● Management - Senior executives ● Directors are to be elected by who oversee the daily shareholders operations of Apple ● Remove any one individual or entire Board of Directors at any As a publicly-traded company, Apple’s time main owners are its shareholders. As ● Approve and initiate any actions mentioned, they make payments to the company, and they receive profits Definitions: Incorporation, through stock dividends. Usually, corporation, limited liability, shareholders elect other shareholders shareholders, board of directors, who serve at their best interest in management, generating additional revenue for the company. Apple is a incorporation, the legal process to form a corporation, where its legal entity is separate and distinct from its owners. Being a corporation allows Apple to be given most rights and responsibilities that an individual owner possesses. Powers can include entering contracts, loan and borrow money, own assets and pay taxes. Most importantly, Apple is limited liability, permitting shareholders to earn profits through dividends and stock appreciation, but are not personally liable to the company’s debts. Being incorporated brings additional benefits: allows for easy transfer of ownership to another owner, achieve a lower tax rate than on personal income, lenient tax restrictions, and raise capital through stock. 03 BOARD OF DIRECTORS of APPLE INC. 04 Apple’s Board of Directors is the highest governing body of the Apple empire. Apple’s Board of Directors is the body The Board cannot have less than five that oversees Apple’s management. (5) directors and no more than nine (9) Their roles include hiring and firing of directors. As of Feb. 2018, there shall senior executives, setting dividend and be eight (8) members until changed and option policies, and executive adopted by the Board of Directors or compensation. They also set the broad shareholders. Each director is elected goals, supporting executive duties, and to unlimited one-year terms by ensuring the company has adequate shareholders of the company until they resources. are 75 years old, by which they are automatically removed. They must be The rules of Apple’s Board of Directors independent (except for the CEO) and are outlined in Apple’s Corporate cannot serve on more than four (4) Governance Guidelines. Reviewed and public boards. Changing the managed by the Board, it forms the requirements of the minimum five (5) framework of governance of Apple Inc. requires a meeting with the Included in the Corporate Governance shareholders and Guidelines includes the following: sixteen-and-two-thirds percent (16.6%) agree to the decision. The CEO and Chairman have independent roles. 05 BOARD OF DIRECTORS of APPLE INC. Required responsibilities of each and oversight of evaluating the Board director are to attend the annual in accordance with a committee, and meeting of shareholders, formulate an provide recommendations on how to agenda at the beginning of each year, compose and structure Board and scheduling and attending the committees. board meetings. The board meets at least four (4) times a year. The Audit and Finance Committee is responsible for monitoring both the There are three standing board external independent auditing firm, and committees: Nominating and Corporate the company’s internal auditing Governance Committee, an Audit and department, ensuring that the Finance Committee and a accounting standards are being met by Compensation Committee. Each has no the company. less than three (3) board members and hold their own meetings throughout the The Compensation Committee is year. responsiblet for determining the salary of all senior executives of Apple, and The Nominating and Corporate evaluating the performance of senior Governance Committee is arguable the executive officers (including the CEO). most powerful committee. There are Salaries of executives are fixed, but can three primary responsibilities of the be adjusted by the Board of Directors committee: nominating and electing from time to time. directors, evaluating the performance of the Board, and implementing the As owners, Apple’s shareholders hold company’s corporate governance. power over the Board of Directors. The When nominating potential directors, following discretions include: committee members focus on the skills ● The approval of any action by and experience of each individual the Board chosen in order to grant the best ● Filling of vacancies on the Board resources and tools for effective or any committee oversight functionality.