Microsoft proposes first non-US director for board

Microsoft Thursday announced it plans to enlarge its board of directors from eight to 10 members, and hopes to appoint its first director from outside the U.S.

Microsoft Thursday announced it plans to enlarge its board of directors from eight to 10 members, and hopes to appoint its first director from outside the U.S.

Helmut Panke, chairman of the board of management of German auto manufacturer Bayerische Motoren Werke AG (BMW), and Charles H. Noski, former vice chairman of AT&T, will be put forward for election to the board at the annual shareholders’ meeting in November. The board also nominated the existing eight directors for re-election, Microsoft said in a statement.

The move is the latest in a series which seek to improve corporate governance at Microsoft, the company said.

Bill Gates, Microsoft’s chairman and chief software architect, said Panke would be the company’s first director from outside the U.S., adding that his experience as chairman of one of Europe’s most successful companies will be invaluable, according to the statement.

Since May 2002, when Panke became chairman of BMW, that company’s stock has outperformed the DAX, an index of the stock prices of Germany’s 30 largest companies. During the period its stock fell by around 21%, while the DAX dropped 26%.

Panke is no stranger to North America, having worked as chairman and CEO of BMW (U.S.) Holding Corp. from 1993 to 1996.

Noski joined AT&T in 1999, where he worked as chief financial officer before becoming vice chairman of the board in 2002. Following the company’s restructuring, he left in November of that year. Previously, he worked at Hughes Electronics Corp., according to Microsoft.

He will be invited to serve on Microsoft’s audit committee, the statement said.

Only two of the eight existing directors are Microsoft employees: Bill Gates and CEO Steve Ballmer. The other six are James I. Cash Jr., a former Harvard Business School professor; Raymond V. Gilmartin, chairman, president and CEO at Merck & Co.; David Marquardt, general partner at August Capital; Ann McLaughlin Korologos, chairman emeritus of The Aspen Institute and senior advisor at Benedetto and Gartland & Company; Wm. G. Reed Jr., former chairman of Simpson Investment and Jon Shirley, former president and COO of Microsoft, the company said.