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RIM Avoiding Appointing Independent Chair, Glass Lewis Says

An employee demonstrates a Research In Motion (RIM) Blackberry PlayBook tablet device. Photographer: Denis Doyle/Bloomberg
An employee demonstrates a Research In Motion (RIM) Blackberry PlayBook tablet device. Photographer: Denis Doyle/Bloomberg

Research In Motion Ltd.’s decision to study the overhaul of its management structure to avoid a shareholder vote next week indicates it’s avoiding a commitment to appoint an independent chair, Glass Lewis & Co. said.

“The appointment of independent board leadership does not require further study, but rather concrete action,” Dimitri Zagoroff and Marian Macindoe, analysts with the San Francisco-based proxy adviser firm, wrote in a report. Glass Lewis advises investors that manage more than $15 trillion on proxy voting.

Northwest & Ethical Investments LP had proposed a split in the chairman and chief executive officer roles at the Waterloo, Ontario-based company, where Jim Balsillie and Mike Lazaridis are both co-CEOs and co-chairmen. That proposal was endorsed by Glass Lewis and Institutional Shareholder Services Inc., another proxy adviser, before RIM said on June 30 that NEI had agreed to withdraw the proposal.

In return, RIM said it will establish a committee of independent directors to study its board structure, the merits of a lead director versus a chair and the “business necessity” for the company’s co-CEOs to hold “significant” board-level titles. RIM has come under pressure to shake up its management as the BlackBerry smartphone maker loses market share to Apple Inc. and handset makers that use Google Inc.’s Android operating system.

RIM rose 79 cents, or 2.9 percent, to $28.51 at 11:06 a.m. New York time in Nasdaq Stock Market trading. The stock had dropped 52 percent this year before today.

“While we commend the board for actively engaging with NEI in an attempt to reach a mutually agreeable solution, we are underwhelmed with the board’s continued avoidance of a commitment to appoint an independent chairman,” Zagoroff and Macindoe wrote in the report.

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