Who is Nadella?
Satya Nadella is CEO of Microsoft Corporation since February 2014. Microsoft is public company, it has about 2500 owners, and about 75% of owners are institutional and mutual funds. Five largest shareholders are:
Bill Gates is the largest direct holder, but he has less than 2.5% of shares.
So, why they need Nadella? The largest shareholders are funds, they invest in hundreds of companies and they cannot manage them all. Actually, they do not care about Microsoft or some other company from their portfolio because they bought all market. If Microsoft will disappear, Apple and Google stocks will rise. However, somebody must be head of company and they elected board of directors, who elected Nadella, who is responsible for other managers. Therefore, we came to the next question.
Who can fire him?
Every public company have special document answering such questions, so-called bylaws. Here is answer from Microsoft’s one (https://view.officeapps.live.com/op...?version=5bc9b387-7434-d7b3-6d8b-b368a5610625).
4.2 Appointment and Term of Office. The Board shall appoint the officers of the Corporation annually at the first meeting of the Board held after each annual meeting of the shareholders. If officers are not appointed at such meeting, such appointment shall occur when possible thereafter, or may be left vacant. Each officer shall hold office until a successor shall have been appointed and qualified or until said officer’s earlier death, resignation, or removal.
4.6 Resignation or Removal. Any officer of the Corporation may resign at any time by giving notice to the Board or the Corporation. Any such resignation is effective when the notice is given, unless the notice specifies a later date, and shall be without prejudice to the contract rights, if any, of the officer.
The Board, by majority vote of the entire Board, may remove any officer or agent, with or without cause. An officer or assistant officer, if appointed by another officer, also may be removed by any officer authorized to appoint officers or assistant officers. The removal shall be without prejudice to the contract rights, if any, of the person so removed.
Therefore, board of directors can either vote for somebody else or just fire Nadella immediately. However, note that board of directors, not CEO, could be responsible for employing some other officers.
What we can do?
Customers, developers, partners, employees, minority shareholders and even Bill Gates cannot fire Nadella. We must ask board of directors to find better CEO. Probably, petition on Change.org will be the best option. Ideal activist should not depend on Microsoft (I am developer and I cannot start petition), in addition, it would be good if he or she would be native English speaker who can write the text of the petition neatly and who could answer journalist’s questions if needed. The citizenship of the United States would be an advantage, because Microsoft is an American company. When you will write petition, use this email address for Microsoft’s board of directors: askboard@microsoft.com and Change.org will send them petition. Change.org will not show petition until it will get first five votes, so you will have to share direct link here or elsewhere to get them.
What will happen to him?
This year Satya Nadella joined board of directors in Starbucks, do not worry, he will not die of hunger, but billions of people around the world will breathe a sigh of relief.
Satya Nadella is CEO of Microsoft Corporation since February 2014. Microsoft is public company, it has about 2500 owners, and about 75% of owners are institutional and mutual funds. Five largest shareholders are:
- Vanguard Group, Inc.
- Capital World Investors
- State Street Corporation
- BlackRock Institutional Trust Company, N.A.
- Price (T.Rowe) Associates Inc
Bill Gates is the largest direct holder, but he has less than 2.5% of shares.
So, why they need Nadella? The largest shareholders are funds, they invest in hundreds of companies and they cannot manage them all. Actually, they do not care about Microsoft or some other company from their portfolio because they bought all market. If Microsoft will disappear, Apple and Google stocks will rise. However, somebody must be head of company and they elected board of directors, who elected Nadella, who is responsible for other managers. Therefore, we came to the next question.
Who can fire him?
Every public company have special document answering such questions, so-called bylaws. Here is answer from Microsoft’s one (https://view.officeapps.live.com/op...?version=5bc9b387-7434-d7b3-6d8b-b368a5610625).
4.2 Appointment and Term of Office. The Board shall appoint the officers of the Corporation annually at the first meeting of the Board held after each annual meeting of the shareholders. If officers are not appointed at such meeting, such appointment shall occur when possible thereafter, or may be left vacant. Each officer shall hold office until a successor shall have been appointed and qualified or until said officer’s earlier death, resignation, or removal.
4.6 Resignation or Removal. Any officer of the Corporation may resign at any time by giving notice to the Board or the Corporation. Any such resignation is effective when the notice is given, unless the notice specifies a later date, and shall be without prejudice to the contract rights, if any, of the officer.
The Board, by majority vote of the entire Board, may remove any officer or agent, with or without cause. An officer or assistant officer, if appointed by another officer, also may be removed by any officer authorized to appoint officers or assistant officers. The removal shall be without prejudice to the contract rights, if any, of the person so removed.
Therefore, board of directors can either vote for somebody else or just fire Nadella immediately. However, note that board of directors, not CEO, could be responsible for employing some other officers.
What we can do?
Customers, developers, partners, employees, minority shareholders and even Bill Gates cannot fire Nadella. We must ask board of directors to find better CEO. Probably, petition on Change.org will be the best option. Ideal activist should not depend on Microsoft (I am developer and I cannot start petition), in addition, it would be good if he or she would be native English speaker who can write the text of the petition neatly and who could answer journalist’s questions if needed. The citizenship of the United States would be an advantage, because Microsoft is an American company. When you will write petition, use this email address for Microsoft’s board of directors: askboard@microsoft.com and Change.org will send them petition. Change.org will not show petition until it will get first five votes, so you will have to share direct link here or elsewhere to get them.
What will happen to him?
This year Satya Nadella joined board of directors in Starbucks, do not worry, he will not die of hunger, but billions of people around the world will breathe a sigh of relief.
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