Intel Shareholder Resolution (II)




Expanding Board Diversity


RESOLVED,
The shareholders request that the Board of Directors Nominating and Governance Committee describe steps being taken and planned for the future to ensure Board diversity, including:

  1. Whether women and minority candidates are routinely sought as part of every Board search currently;  
  2. Whether the Board strives to obtain diverse candidates by searching in traditional corporate environments, as well as government, academia, and non-profit organizations;
  3. What reasonable steps are being taken to ensure that minority candidates are in future pools from which Board nominees are chosen; and
  4. What future steps Intel plans to take to add minority representation to the Board.

A report summarizing the points above, prepared at reasonable expense and omitting proprietary information, will be presented to shareholders by October, 2010.

SUPPORTING STATEMENT

Intel is a well respected leader on governance with an impressive Board.  Furthermore, Intel conveys clearly that valuing diversity is an important corporate value throughout its workforce, supplier relationships and the Board of Directors.  Intel has been rightly praised for its leadership on diversity, including recognition of the Board for having three women directors.  However, currently our company has no racial diversity on the Board, an issue that we believe should be addressed.

We agree with Intel that board diversity is a component of sound corporate governance and a key attribute of a well-functioning board.  In an increasingly complex and diverse U.S. and global marketplace, the ability to draw on a wide range of viewpoints, backgrounds, skills, and experience is critical to a company’s success.  

A growing body of academic research showing a positive relationship between firm value and board diversity caught the attention of the Securities and Exchange Commission (SEC).  In a 2009 speech highlighting his directive to the SEC staff to seek investor input on the need for greater disclosure on board diversity, SEC Commissioner Luis Aguilar stated, “It's amazing to me that in 2009, there still remains a need to highlight the importance of diversity in the boardroom…[Low representation of women and minorities is] even more puzzling from a bottom-line perspective when you consider that many peer-reviewed studies indicate that diversity in the boardroom results in real economic value for both companies and shareholders.”

Increasingly, many large institutional investors consider women and minority representation among directors as part of their evaluation of and engagement with companies. These include California Public Employees Retirement System (CalPERS), California State Teachers (CalSTRS), The State of Connecticut Retirement Plans, and The Teachers Insurance and Annuity Association and College Retirement Equities Fund (TIAA-CREF).  

In our view, companies combining competitive financial performance with high standards of corporate governance, including board diversity, are better positioned to create long-term value for their shareholders.  We urge the Board to broaden its pool of candidates and commit publicly to take steps to establish a more inclusive Board.

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