Proxy advisor urges RIM CEO/chairman roles be split

By @ibtimes on

Shareholders in Research In Motion should vote to split the roles of chief executive and chairman of the board at the BlackBerry maker's annual meeting next month, proxy advisory firm Glass Lewis said on Friday.

Both roles are shared by RIM co-founder Mike Lazaridis and by Jim Balsillie, who have struggled recently to present the company's products as a legitimate third option in a smartphone race increasingly dominated by tech giants Apple and Google.

The issue was forced by a Glass Lewis client, RIM shareholder Northwest & Ethical Investments, earlier this month and will be voted on at RIM's annual general meeting on July 12.

We believe replacing a CEO becomes more difficult and happens less frequently than it should when the chief executive is also in the position of overseeing the board, the advisory firm's analysts, Dimitri Zagoroff and Marian Macindoe, wrote.

Glass Lewis also said investors should withhold a vote on returning John Richardson to the board, citing his position on RIM's audit committee at a time when company executives were being investigated by the U.S. Securities and Exchange Commission and the Ontario Securities Commission for stock-option backdating.

Balsillie, Lazaridis and other senior RIM executives paid millions in February 2009 to settle regulator charges that the company illegally backdated options to coincide with low stock prices between 1998 and 2006. It restated $250 million of earnings between September 2006 and May 2007.

We hold this director (Richardson) accountable for the poor oversight that eventually led to restatement, Glass Lewis said.

Waterloo, Ontario-based RIM has said investors should vote against splitting the chairman and CEO roles, in part because Richardson -- an independent board member -- acts as de facto head of the board.

Before last year's annual meeting, Glass Lewis also recommended shareholders withhold voting for Richardson and another board member. Both had more than 5 percent of the votes cast against them.

Balsillie resigned as chairman in March 2007 and stepped down from the board in February 2009 following the options scandal but returned, along with Lazaridis, as co-chairman in December 2010.

(Reporting by Alastair Sharp; editing by Peter Galloway)

Join the Discussion