Amazon Corporate Governance PoliciesThe corporate governance policies below are selected from Amazon’s Notice of 2023 Annual Meetingof Shareholders & Proxy Statements.... The rights of s
Introduction
Amazon, an American multinational technology corporation, was founded by Jeff Bezos on July 5, 1994, and is headquartered in Seattle, Washington This company not only operates in the US but also serves customers around the world, with a presence in more than 200 countries and territories, and a staff of more than 1 million people Amazon has expanded its operations across a variety of sectors, from e-commerce to cloud computing, digital streaming and artificial intelligence.
In the field of e-commerce, Amazon has become a familiar shopping address for consumers around the world The company has developed many outstanding product and service lines such as Amazon.com, Amazon Books, Amazon Music, Amazon Prime Video, Amazon Kindle, and Amazon Echo, each offering a unique and convenient shopping experience.
In the field of cloud computing, Amazon Web Services (AWS) is one of the world's leading providers, with a wide range of services including Amazon Elastic Compute Cloud (EC2), Amazon Simple Storage Service (S3), Amazon Relational Database Service (RDS), Amazon Redshift and Amazon SageMaker, helping businesses and individuals easily migrate and manage cloud-based data.
In terms of digital streaming, Amazon has made a strong impression with Amazon Prime Video and Amazon Studios, which offer movies, TV shows, and documentaries They also own Twitch, a popular streaming platform for the gaming community.
Amazon's commitment to artificial intelligence (AI) is evident in its innovative products like Alexa, Amazon Rekognition, and Amazon Translate Amazon AI and Amazon Research further demonstrate this dedication, as Amazon explores and applies AI across diverse domains, spanning human-machine interaction, customer service, and research endeavors.
Amazon Corporate Governance Policies
Rights of shareholders
● Amazon has a single class of common stock with equal voting rights, such that one share equals one vote, and all shares carry the same rights.
● Amazon shareholders, no matter how large or small their holdings may be, have the right to vote on important company matters such as the election of directors, the approval of executive compensation and shareholder proposals.
● Shareholders have a proxy access right on market-standard terms, meaning that they have formal right to nominate their own director candidates alongside the candidates nominated by the incumbent board.
Figure 1: Meeting Agenda (Amazon,Notice of 2023 Annual Meeting of Shareholders &Proxy Statements)
Board structure and effectiveness
● Amazon has a declassified board, meaning all of their directors are elected annually.
● The board is composed largely of independent directors, who are not involved in the company's management team and therefore are able to exercise objective judgment in their governance of the company Moverover, the lead independent director is appointed by other independent directors to promote the independent leadership of the Board.
● The board represents the shareholders and its primary purpose is to build long-term shareholder value.
● While the full Board has overall responsibility for risk oversight, the Board has delegated responsibility related to certain risks to the Audit Committee, theLeadership Development and Compensation Committee, and the Nominating andCorporate Governance Committee
Information disclosure and transparency
● Amazon prohibits hedging, speculative, and derivative security transactions by directors, executive officers, and other senior employees.
● To promote transparency and earn trust from shareholders, all of Amazon’s annual reports, proxy statements and shareholder letters are disclosed on the company’s website.
Role of stakeholders
● Amazon sets long-term commitment to sustainability, as well as to supporting its employees, partners in their supply chain, and its communities.
● Amazon establishes year-round engagement with its stakeholders to develop effective corporate governance.
Policy Evaluation
The rights of shareholders
Amazon’s policies on the rights and equitable treatment of its shareholders ensure that:
● Shareholders are sufficiently informed about, and have the right to approve or participate in fundamental governance decisions.
● Shareholders have the opportunity to participate effectively and vote in general shareholder meetings and are informed of the rules, including voting procedures, that govern general shareholder meetings.
● The equity component of compensation schemes for board members and employees are subject to shareholder approval.
● All shareholders of the same series of a class are treated equally.
However, there are some parts of shareholders’ rights that Amazon hasn’t stated clearly It has no policies regarding:
● Shareholders, including institutional shareholders, should be allowed to consult with each other on issues concerning their basic shareholder rights
● Minority shareholders should be protected from abusive actions.
Board Structures and Effectiveness
Amazon’s policies on Board Structures and Effectiveness are comprehensive and sufficient. They ensure that:
● Board members act on a fully informed basis, in good faith, with due diligence and care, and in the best interest of the company and the shareholders.
● The board treats all shareholders fairly
● The board applies high ethical standards and takes into account the interests of stakeholders
● The board can exercise objective independent judgment on corporate affairs
● Board members all have access to accurate, relevant and timely information
Amazon’s policies on information disclosure and transparency are comprehensive They ensure that:
● Shareholders can easily access important information, including:
○ The financial and operating results of the company
○ Company objectives and non-financial information
○ Major share ownership, including beneficial owners, and voting rights
○ Information about board members, including their qualifications, the selection process, other company directorships and whether they are regarded as independent by the board
○ Issues regarding employees and other stakeholders
○ Corporate governance structures and policies
● Information is prepared and disclosed in accordance with high quality standards of accounting and financial and non-financial reporting.
● An annual audit should be conducted by an independent, competent and qualified auditor in accordance with high-quality auditing standards
● External auditors should be accountable to the shareholders and owe a duty to the company to exercise due professional care in the conduct of the audit.
● Channels for disseminating information provide for equal,timely and cost-efficient access to relevant information by users.
Amazon’s policies on the role of stakeholders are comprehensive They ensure that:
● Amazon strives to protect the rights of stakeholders, and that its effective corporate governance includes year-round engagement with its shareholders and stakeholders.
● Shareholders participating in the corporate governance process can have access to relevant, sufficient and reliable information.
● Mechanisms for employee participation are permitted to developed
● Stakeholders can obtain effective redress for violation of their rights
● Stakeholders, including individual employees and their representative bodies, are able to freely communicate their concerns about illegal or unethical practices to the board and to the competent public authorities and their rights should not be compromised for doing this.
The Rights of Shareholders
Secure Methods of Ownership Registration
a Issuance of Shares ( Amended and Restated Bylaws of Amazon.com,Inc ,Section 6.1, 2023.)
● No shares of the corporation shall be issued unless authorized by the Board, which authorization shall include the maximum number of shares to be issued and the consideration to be received for each share. b Certificates for Shares ( Amended and Restated Bylaws of Amazon.com,Inc ,Section 6.2, 2023.)
Corporations issue their shares through certificates, unless the Board resolves to issue uncertificated shares These certificates bear the corporation's authorized signature and the countersignature of a designated transfer agent and registrar responsible for managing stock records.
● All certificates shall include on their face written notice of any restrictions that may be imposed on the transferability of such shares, and shall be consecutively numbered or otherwise identified.
Convey or Transfer Shares
a Restriction on Transfer ( Amended and Restated Bylaws of Amazon.com,Inc ,Section 6.4, 2023.)
● All certificates representing shares of the corporation shall bear a legend on the face of the certificate, or on the reverse of the certificate if a reference to the legend is contained on the face, that reads whether this certificates follow the Securities Act of 1933 or not.
● Except the certificates pursuant to Regulation S of the Securities Act of 1933, the corporation will refuse to register any subsequent transfer of such securities. b Transfer of shares ( Amended and Restated Bylaws of Amazon.com,Inc ,Section 6.5, 2023.)
● The transfer of shares of the corporation shall be made only on the stock transfer books of the corporation pursuant to authorization or document of transfer made by the holder of record thereof or by his or her legal representative, who shall furnish proper evidence of authority to transfer, or by his or her attorney-in-fact authorized by power of attorney duly executed and filed with the Secretary of the corporation.
● All certificates surrendered to the corporation for transfer shall be canceled and no new certificate, if any, shall be issued until the former certificates, if any, for a like number of shares shall have been surrendered and canceled.
Obtain Relevant Material Information of the Corporation on Timely and Regularly Basis
● Amendments or repeal of Bylaws (Amended and Restated Bylaws of
Bylaws, established by the Board, cannot be modified or revoked if the stockholders have explicitly stipulated that they may not be However, the stockholders retain the authority to adopt, amend, or repeal the corporate Bylaws, overriding the Board's ability to do so in certain instances.
Meeting
● Shareholders will be provided with biographical information of each board member before the shareholder annual meeting.
Figure 2: Board of Directors Information (Amazon,Notice of 2023 Annual Meeting of Shareholders & Proxy Statements) b Process and Procedures
Figure 3: Notice of 2023 annual meeting of shareholders (Amazon,Notice of 2023 Annual Meeting of Shareholders & Proxy Statements
● Nominations and other business at annual meetings ( Amended and
Restated Bylaws of Amazon.com,Inc ,Section 2.5, 2023)
○ If stockholders want to make an eligible notice to the corporation, they have to do several steps: information of the stockholder, information of nominee, a written representation and agreement of nominee to devote for the company, a D&O questionnaire completed and signed by the nominee,
● Proxies and Proxies access for Director Nominations ( Amended and Restated
Bylaws of Amazon.com,Inc ,Section 2.11 vs 2.16, 2023)
○ Shareholders have a proxy access right on market-standard terms. Stockholder can make an appointment to authorize another persons to act such stockholder by proxy or solicit proxies from other stockholder
○ Besides, each nominee are required to be named in a proxy statement and form of proxy to serve as the Director c Content of frequent Vote:
● Third party the company work with: The registered public accounting firm - E&Y
● Compensation of named executive officers
● Frequency of future advisory votes on executive compensation: yearly
Elect and Remove Members of the Board
● Election ( Amended and Restated Bylaws of Amazon.com,Inc ,Section 3.3, 2023):
○ A nominee for Director shall be elected to the Board if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election;
○ Besides, stockholders can send a notice of nomination and the meeting will be held at least after 7 days from the notice to ensure enough time for process and transparency If the recommended nomination is still not withdrew or determined not to be valid, the stockholder can’t vote against their nomination and the Directors will be elected by a plurality of the votes cast
● Removal ( Amended and Restated Bylaws of Amazon.com,Inc., Section 3.4, 2023):
○ At a meeting of stockholders called expressly for that purpose, or without a meeting pursuant to Section 2.14 of these Bylaws, one or more members of the Board (including the 25 entire Board) may be removed, with or without cause, by the holders of not less than a majority of the shares entitled to elect the Director or Directors whose removal is sought in the manner provided by these Bylaws.
Share in the Profits of the Board
Figure 4: Pay Versus Performance Table (Amazon,Notice of 2023 Annual Meeting of Shareholders & Proxy Statements).
● For the purpose of determining stockholders entitled to receive payment of any dividend, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action
● Last one is the right to receive the dividends, the Board will fix a record date to determine stockholders who are entitled to receive the payment, and the record date will be mention 60 days for shareholders to decide
Board Structure and Effectiveness
Board Structure
● The Board of Directors of Amazon comprises 11 members, including the CEO. b Board Composition
● According to the Board of Director Information in theAmazon Notice of 2023 Annual Meeting of Shareholders & Proxy Statements, below is Amazon’s Board
Position (independent member of the BOD, non-executive BOD’s member)
Beginning date of being BOD’s member/ independent member of the BOD
Other Current public company boards
1 Jeffrey P Bezos Chairman July 1994 None None
2 Andrew R Jassy Member July 2021 None None
MSD Acquisition Corp., PepsiCo, Inc.
Nominating and Corporate Governance (Chair)
Leadership Development and Compensation (Chair)
Member February 2019 Audit (Chair) Royal Philips
Incorporated c Roles and Responsibilities of Board Members c.1 The roles and responsibilities of the CEO and the Chairman
● Leading, guiding, and evaluating the work of the company directors and other employees.
● Leading and advising the board toward the achievement of the company’s strategy.
● Acting as an interface between the board and the employees.
● Leading the company in achieving both short and long-term goals according to the company’s strategy.
● Sitting in committees of the board as determined by the board.
● Evaluating the success of the company. c.2 Operation committees under Board of Directors
The Board has established an Audit Committee, a Leadership Development and Compensation Committee, and a Nominating and Corporate Governance Committee, each of which is composed entirely of directors who meet the applicable independence requirements of the Nasdaq rules The Committees keep the Board informed of their actions and provide assistance to the Board in fulfilling its oversight responsibility to shareholders The table below provides current membership information as well as meeting information for the last fiscal year.
Figure 5 Board Membership Information (Amazon,Notice of 2023 Annual Meeting of Shareholders & Proxy Statements). c.2.1 Audit Committee
The Audit Committee serves as a representative and support body for the Board, assisting in its oversight responsibilities These responsibilities encompass financial statements and reporting processes, auditor evaluation and independence, internal audit efficiency, compliance with legal frameworks and regulations, established policies and procedures, tax compliance, and oversight of political contributions and lobbying expenses.
● Recent Focus Areas: During the past year, the Audit Committee met with management and reviewed matters that included:
○ the Company’s risk assessment and compliance functions;
○ policies, procedures, and reports on political contributions and lobbying expenses;
○ the performance of our internal audit function;
○ the reappointment of our independent auditor; and
○ pending litigation. c.2.2 Leadership Development and Compensation Committee
● The Leadership Development and Compensation Committee evaluates our programs and practices relating to talent and leadership development, reviews and establishes compensation of the Company’s executive officers, oversees management of risks for succession planning and our overall compensation program, including our equity-based compensation plans, and oversees the Company’s strategies and policies related to human capital management, all with a view towards maximizing long-term shareholder value.
● Recent Focus Areas: During the past year, the Leadership Development and Compensation Committee met with management and reviewed matters that included:
○ the design, amounts, and effectiveness of the Company’s compensation of senior executives;
○ the Company’s benefit and compensation programs;
○ the Company’s human resources programs, including review of workplace discrimination and harassment reports, worker health and safety and workplace conditions, and diversity, equity, and inclusion matters; and
○ feedback from the Company’s shareholder engagement c.2.3 Nominating and Corporate Governance Committee
● The Nominating and Corporate Governance Committee reviews and assesses the composition and compensation of the Board, assists in identifying potential new candidates for director, recommends candidates for election as director, and oversees the Company’s environmental, social, and corporate governance policies and initiatives The Nominating and Corporate Governance Committee also recommends to the Board compensation for newly elected directors and reviews director compensation as necessary.
● Recent Focus Areas: During the past year, the Nominating and Corporate Governance Committee met with management and reviewed matters that included:
○ the Board’s composition, diversity, and skills in the context of identifying and evaluating new director candidates to join the Board;
○ the Board’s recruitment and self-evaluation processes;
○ Board Committee membership and qualifications;
○ consideration of the Company’s policies and initiatives regarding the environment and sustainability, corporate social responsibility, and corporate governance;
○ review of recent public policy and public relations initiatives; and
○ feedback from the Company’s shareholder engagement.
Board Effectiveness
a The efficiency of the Board of Directors
During the early part of the pandemic, with many physical stores shut down, Amazon’s consumer business grew at an extraordinary clip, with annual revenue increasing from $245B in 2019 to $434B in 2022 (Amazon Annual Report, 2022) This meant that they had to double the fulfillment center footprint that we’d built over the prior 25 years and substantially accelerate building a last-mile transportation network that’s now the size of UPS (along with a new sortation center network to assist with efficiency and speed when items needed to traverse long distances)—all in the span of about two years This was no easy feat, and hundreds of thousands of Amazonians worked very hard to make this happen Success at that time could be attributed to anything, but a simple thing shows that Amazon's Board of Directors is doing a good job and that should be applied at some other companies. First of the three board committees are two standards committees: the Audit Committee as well as the Nominating and Governance Committee The third committee is less common, but it has leadership development Amazon made the following statement before the initiative regarding the board committees:“The Committee monitors and periodically assesses the Company's programs and practices for ensuring the continuity of capable management, including succession plans for executive officers”(Seeking Alpha, 2019) This statement demonstrated the clarity and importance of Board succession planning.
The extended tenure of the Board of Directors indicates their commitment to the company, fostering a thorough comprehension of its operations while enhancing familiarity This prolonged collaboration, while potentially hindering independent thinking and objectivity, also underscores their dedication to the organization's well-being Notably, the Board's timely actions during the COVID-19 pandemic exemplify their responsiveness in addressing external challenges.
Despite 2022 being one of the hardest macroeconomic years in recent memory, and with some of our operating challenges to boot, The Board of Directors still found a way to grow demand (on top of the unprecedented growth we experienced in the first half of the pandemic) (Amazon Annual Report,2022).
Information Disclosure and Transparency
Information disclosure
● The financial and operating results of the company:
○ Updated annually, no sign of delay
○ Can be found easily in Annual report on Amazon website
● Company objectives and sustainability-related information
Figure 5:Amazon Sustainability Report (Amazon)
● Capital structures, group structures and their control arrangements
Figure 6:Amazon Liquidity and Capital Resources (Amazon Annual Report 2022)
● Major share ownership and voting rights
Figure 7:Voting Standard (Amazon,Notice of 2023 Annual Meeting of Shareholders & ProxyStatements)
Figure 8:Beneficial Ownership of Shares (Amazon,Notice of 2023 Annual Meeting of Shareholders
● Information about the composition of the board and its members, including their qualifications, the selection process, other company directorships and whether they are regarded as independent by the board
Figure 9:Board Directors Information (Amazon,Notice of 2023 Annual Meeting of Shareholders & Proxy Statements)
● Remuneration for members of the board and key executives
Corporation directors do not receive cash compensation for their services as directors or as members of committees of the Board, but get paid reasonable expenses incurred for attending meetings At the discretion of the Board, directors are eligible to receive stock-based awards under the 1997 StockIncentive Plan Board members’ compensation will be negatively impacted if the corporation's stock price declines and will be favorably impacted if the stock performs beyond the initial stock price at grant date By not accepting cash compensation, only restricted stock unit awards, the Board sets a tone at the top that compensation should be based on long-term value creation (Item 1 - Election ofDirectors, Amazon 2023 Proxy Statement, pp 17)
Figure 10 & 11: Compensation Governance (Amazon, Notice of 2023 Annual Meeting of Shareholders & Proxy Statements)
○ Jeff Bezos, founder and Executive Chair, owns Blue Origin, an aerospace manufacturer and spaceflight services company, and entities that publish The Washington Post, and we do business in the ordinary course with each company In 2022, Amazon sold approximately $10.6 million of consumer goods to Blue Origin under a line of credit In 2022, Amazon purchased approximately $1.8 million of advertising from, and paid approximately $9.4 million related to digital content to, the Washington Post entities, all on terms negotiated on an arm's-length basis.
○ As previously disclosed, in 2022, Amazon announced agreements with Blue Origin and a third party pursuant to which it expects to pay approximately
$7.4 billion for satellite launch and related services through 2028, of which approximately $2.7 billion was expected to be paid to Blue Origin The actual amounts paid to Blue Origin and the third party may be higher or lower based on various factors Since the beginning of the last fiscal year, Amazon paid approximately $1.7 billion under the agreements, and approximately $585 million is estimated to have been paid to Blue Origin.
○ Grace Olsavsky, an employee of Amazon, is the daughter of Brian Olsavsky, Senior Vice President and Chief Financial Officer of the Company In 2022,
Ms Olsavsky earned $104,127 in salary She was also granted restricted stock unit awards with respect to 260 shares, vesting over 2.6 years Her compensation is consistent with the total compensation provided to other employees of the same level with similar responsibilities.
○ Business and Industry risks: intense competition, expansion risks, international operation risks, variability in retail business, fraudulent activities of sellers, foreign exchange risks, intellectual property rights
○ Operating risks: strain from expansion, huge fluctuation in operating results, optimizing fulfillment network risks, security breaches, system interruption, etc…
○ Legal and Regulatory risks: government regulation changes, adverse claims and investigations, product liability claims, additional tax liabilities,government contract related risks
Figure 12: Risk Factors (Amazon, Notice of 2023 Annual Meeting of Shareholders & Proxy Statements)
Investors can access Amazon's investor relations website at amazon.com/ir to obtain crucial information about the company This website offers free access to reports submitted to the Securities and Exchange Commission (SEC), details on corporate governance (including the Code of Business Conduct and Ethics), and selected press releases, enabling investors to stay informed about Amazon's financial performance and operational policies.
Having an external audit
● E&Y has served as Amazon independent auditor since 1996, which provides the firm with a deep understanding, and the ability to handle the breadth and complexity of their business.Still, the Audit Committee has appointed, and, as a matter of good corporate governance, is requesting ratification by the shareholders of the appointment of, the registered public accounting firm of Ernst & Young LLP (“E&Y”) to serve as independent auditors for the fiscal year ending December 31, 2023 They are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
Figure 13: Ramification of the Appointment of E&Y as Independent auditors (Amazon,Notice of
2023 Annual Meeting of Shareholders & Proxy Statements)
Information should be prepared and disclosed in accordance with internationally recognised
● In the Annual report from Amazon, they confirmed using GAAP accounting standards, like most corporations from US, in accordance with the standards of thePublic Company Accounting Oversight Board (United States) (PCAOB), based on criteria established in Internal Control — Integrated Framework issued by theCommittee of Sponsoring Organizations of the Treadway Commission (2013 framework) This information is included in Amazon 2022 Annual Report, Item 8,Financial Statements and Supplementary Data
Channels for disseminating information should provide for equal, timely and cost-efficient
● Various information about Amazon can be found on the internet quite simply and with ease, from the information of BOD to their sustainability activities, or financial statements, etc.
Role of Stakeholders
Internal stakeholders
Shareholders, the owners of company stocks, hold financial stakes in the company's success and have a direct influence on its operations They exercise their decision-making power through voting rights at annual general meetings, shaping the company's direction and overseeing its performance.
Amazon's extensive workforce of 1.68 million employees is a key stakeholder group, crucial to its success Recognizing their importance, Amazon prioritizes employee satisfaction through leadership development and competitive compensation, including substantial rewards for IT personnel vital to the company's e-commerce operations Furthermore, Amazon's growth and global reach provide ample opportunities for career advancement, particularly in leadership and management roles.
External stakeholders
● Customers are at the heart of Amazon’s business model The company’s mission is to be “Earth’s most customer-centric company.” Amazon’s customers influence its strategies and operations through their purchasing decisions and feedback The interests of these stakeholders(customers) are fair pricing, convenience of service, high-quality products, and online security in transacting with the company Amazon satisfies these interests through emphasis on service and technology. b Suppliers
● Suppliers are another key stakeholder group for Amazon They provide the goods that Amazon sells on its platform Amazon’s relationship with its suppliers can impact its product offerings, prices, and delivery times In recent years, Amazon has faced scrutiny over its treatment of suppliers, with some accusing the company of using its market power to squeeze suppliers. c Government
● As a global company, Amazon operates in numerous jurisdictions and is subject to various laws and regulations Governments and regulators are therefore significant stakeholders for Amazon They can influence the company’s operations through regulations on issues such as data privacy,labor practices, and competition For instance, in 2021, Amazon faced antitrust investigations in both the US and Europe.
CSR
These initiatives below are from Amazon Sustainable Report 2022:
● Powering our operations by renewable energy with new wind and solar farms: In
2022, 90% of electricity consumed by Amazon was powered by renewable energy sources, thanks to more than 400 wind and solar projects around the world They are on a path to powering our operations with 100% renewable energy, and we’re on track to do this by 2025.
● Growing fleet of electric and sustainable delivery options: In 2022, we had more than 9,000 electric delivery vehicles in our global fleet, and 145 million packages were delivered by EVs in the U.S and Europe Our goal is to get 100,000 electric delivery vehicles from Rivian on the road by 2030.
Through concerted efforts, we have significantly reduced our ecological footprint by minimizing waste and excess packaging Notably, in 2022, we achieved an 11.6% reduction in single-use plastic usage across our global operations Since 2015, we have also consistently optimized packaging efficiency, resulting in a 41% reduction in average packaging weight per shipment By implementing these measures, we have not only avoided the accumulation of over 2 million tons of material waste but also made substantial progress towards a more environmentally sustainable future.
● Lowering our total emissions footprint and carbon intensity as the business grows: Amazon’s carbon intensity decreased 7% in 2022, while our business continued to grow Their total carbon footprint also decreased by 0.4% in 2022 as a result of our renewable energy investments, as well as a decrease in emissions from building construction and third-party transportation. b Education
These initiatives below are from theCommunity Impact, Amazon’s website:
● Amazon allocated $50 million to promote STEM education in 2020 This investment also included support for Amazon’s Future Engineer program designed to help students and young adults from underrepresented and underserved communities achieve academic success.
● Amazon donated $2 million to Carnegie Mellon University’s Computer Science Academy to provide free computer science curricula to schools across the globe over the next three years.
● In addition to addressing the economic disparities in STEM education, Amazon continues to sponsor its annual Girls Who Code event to encourage more female representation in the computer science field. c Healthcare
These initiatives below are from theCommunity Impact, Amazon’s website:
● Amazon invested approximately $4 billion in COVID-19-related initiatives In line with this initiative, over 1 million in-house COVID-19 tests were administered across the US to help track and contain the spread of the virus.
● A $25 million relief fund was also established to support independent delivery service partners, seasonal workers, and other stakeholders financially impacted by the pandemic.
● Amazon delivers millions of meals to families in need of providing and over 8,000 laptops to support distance learning for Seattle area students.
Lessons Learnt and Recommendations
● Shareholders have a huge amount of rights to influence the decision of many activities.
● Most members in the Board Committee are independent members, which is a good sign as they provide an objective look for the corporation This group of people have proposed a clear direction and sustainable long term strategies, which can be found public on social media
● The information disclosure and transparency is mostly well displayed
2 Recommendations a The Rights of Shareholders
● The process to raise a nomination notice is complicated, which seems a constraint to collect a fully objective idea of shareholders According to Bylaws of Amazon, there is no section about the effort to protect minority shareholders The Bylaws doesn’t mention any regulation to avoid takeover by means of asymmetry of information between the small and large shareholders Recommendation for this requires Amazon to ensure a streamlined and accessible nomination procedure, which is crucial for promoting transparency and inclusivity in corporate governance Moreover,the protection of minority shareholders is paramount in fostering a fair and equitable business environment Simplifying the nomination process becomes imperative in order to empower minority shareholders, providing them with the opportunity to voice their opinions and actively participate in crucial company decisions By addressing the complexities in the current system,regulatory bodies can contribute to the creation of a more level playing field,where the interests of minority shareholders are safeguarded, and their voices are given due consideration In light of these considerations, it is essential to encourage a culture of collaboration and communication among shareholders.Allowing shareholders to consult with one another fosters an environment where they can exchange ideas, align their interests, and collectively make informed decisions. b The Board Structure and Effectiveness
Concerns arise over the appointment of former CEO Jeff Bezos as Chairman of the Board, as it potentially weakens corporate governance and shareholder value Critics argue that an independent Chairman would provide stronger oversight, particularly on environmental, social, and governance issues, and enhance the Board's ability to hold management accountable To address these concerns, the appointment of an independent Chairman or measures to reduce Bezos' influence on policy-making, given that most BOD members are independent, are recommended solutions.
● About the information disclosure and transparency system, Amazon has some lawsuits on the non-US market financial disclosure and tax data transparency, along with some lobbying expenditures that are required to be publicly displayed With these problems, what they should do is comply with international standards, which align with the disclosure of the Tax Havens and Offshoring Act Amazon also needs a public report on company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications; payments by Amazon are used for direct or indirect lobbying, or grassroots lobbying communications, in each case including the amount of the payment and the recipient; description of management’s and the Board’s decision-making process and oversight for making payments described in sections above The report shall be presented to the Audit Committee and posted on Amazon’s website d Role of Stakeholders
● When it comes to the role of stakeholders, the corporation does have some overwhelming problems that are concealed.Racial and gender equity violations in salary and on other sides, as well as working conditions and health safety of workers are highly concerned, but even though they have the policy, Amazon has not done much to protect the rights of employees What they should do to protect the benefits of employees starts right away from the Board of Directors Listening and instant acting is what they should do, not about more policies but the quality and how specific it helps the workers.
● Besides,lack of disclosing risk management in concealment clauses is another trouble that Amazon encountered with Concealment clauses are defined as any employment or post-employment agreement, such as arbitration, non-disclosure or non-disparagement agreements, that Amazon asks employees or contractors to sign which would limit their ability to discuss unlawful acts in the workplace, including harassment and discrimination Amazon wisely uses concealment clauses in employment agreements to protect corporate information, such as trade secrets However, harassment and discrimination are not trade secrets, nor are they core to Amazon’s operations or needed for competitive reasons Yet, Amazon's employment agreements may prohibit their workers from speaking openly on these topics Given this, investors cannot be confident in their knowledge of Amazon's workplace culture Board of Directors, therefore, should prepare an annual-public report assessing the potential risks to the company associated with its use of concealment clauses in the context of harassment, discrimination and other unlawful acts When this one is solved, investor interest will be retrieved