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Noski, Panke Named to Microsoft Board

Microsoft shareholders approved the addition of two outsiders to the corporate board of directors and a reduction in the number of committees each board member serves on.

The move on Tuesday comes as corporate boards nationwide struggle to demonstrate more independence from company management and are under increasing pressure to represent shareholders against management in the wake of corporate scandals at Enron, MCI/WorldCom and elsewhere.

The new members are Charles H. Noski and Helmut Panke. Noski is former vice chairman of AT&T Corp. and newly appointed corporate vice president and chief financial officer of Northrop Grumman Corp. Panke is chairman of the board of management at BMW Bayerische Motoren Werke AG. According to Microsoft, the additions broaden the business management and financial expertise of the board.

"We are delighted that shareholders approved the addition of Dr. Panke and Mr. Noski to the board of directors," said Bill Gates, chairman and chief software architect at Microsoft. "The expansion of the board and realignment of the committees further emphasizes our commitment to strong corporate governance."

The move expands Microsoft's board from eight members to 10 members. According to a Microsoft statement, "Eight of the 10 board members are independent, consistent with the requirement in the company's governance guidelines that a majority must be independent." Gates and CEO Steve Ballmer are the two non-independent members of the board. Jon Shirley, a former president and chief operating officer of Microsoft, also sits on the board.

Under a new arrangement, board members will sit on no more than one or two of the five board committees.

About the Author

Scott Bekker is editor in chief of Redmond Channel Partner magazine.

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