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Apple director 'disgusted' by Jobsian health secrets

Deceased board member regrets not resigning

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The web is abuzz with instant replays of Thursday's revelation by the Wall Street Journal that recently deceased Apple board member Jerry York told the paper that he was "disgusted" with CEO Steve Jobs' secrecy over his health problems.

"Frankly, I wish I had resigned then," York told the WSJ in an interview last year, shortly after Jobs told the world that he wouldn't attend the January 2009 Macworld Expo trade show in - but concealed why he wouldn't attend.

But those web echo-chambers that are merely focusing on York's disgust are missing the more important story: that it's becoming increasingly clear that at Apple the CEO calls the shots, not the board of directors.

And that's exactly the opposite of the way corporate governance is intended to function. A company's CEO is supposed to serve at the pleasure of the board and to answer to the company's investors - not the other way around.

According to the WSJ: "Mr. Jobs has long called the shots in the boardroom, said people familiar with the matter."

And just last month when some investors had the temerity to suggest that Apple share some of its $40bn cash heap with them in the form of dividends, Jobs shot them down, reportedly saying that he wants to hang onto the cash for "bold" investments.

Perhaps someone should remind Jobs that whether or not to pay dividends may not be his decision to make - that's a responsibility traditionally held by the audit and finance committee of a company's board of directors.

To be sure, Apple's charter (pdf) for the board's audit and finance committee makes no specific mention of dividends - but it does note that among that committee's responsibilites is to "Periodically review matters pertaining to the Corporation’s investment practices for cash management..."

As we've repeatedly said, Apple is on a fast-rising profit rocket, and Steve Jobs is one of the - if not the - major drivers of its success. But the rules of corporate governance are there for a reason: to inject even a modicum of checks and balances into what otherwise might become an autocracy.

In Apple's case, according to the WSJ's "people familiar with the situation," most members of the current board were not only "handpicked" by Jobs, but are loyal to him.

It's Steve's world - Apple's board just lives in it. Which is all well and good today, with Apple's stock on a seemingly unstoppable upward climb. But when the roller coaster starts its descent - as it almost certainly will someday - watch out.

Things could get ugly. Or disgusting. ®

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