• Although no employee candidate would go forward if they thought they were vulnerable, there have been suggestions that employee trustees might follow an IBM line for fear of reprisal against them.  That is a recognised risk; the 1995 Act has a section about employee trustees "Right not to suffer detriment in employment or be unfairly dismissed".

• It will be difficult for trustees that are employees to find the time required to keep up to speed. We have seen in the documentation that the Trust directs towards members a tendency to emphasise what IBM would like us to believe rather than give a balanced picture. No doubt the same tendency applies in board meetings. The time required to get the background to avoid being "snowed" will undoubtedly be a burden to an employee trying to perform in her/his day job.

• As one of the election statements says, "If the employee loses their job the replacement will be chosen by the directors (a majority of whom are IBM appointed) and the appointment will need IBM's approval."

  This applies even if the employee goes straight to being a retiree.  The relevant paragraphs of the Articles of Association are:

  A Member Elected Director who, when appointed, was an employee or officer of any member of the IBM Group, shall automatically vacate his position as a Director without further action upon his part, upon his ceasing to be an employee or officer within the IBM Group, and a letter signed by the Secretary of Holdings to such effect shall be conclusive evidence of such fact.

  The Directors shall have power at anytime to appoint any person to fill a vacancy in the number of Member Elected Directors (whether arising by resignation, death or otherwise) provided that the appointment of such person shall have been approved in writing by Holdings and such approval shall have been delivered to the Secretary.  

  This is not just a theoretical matter.  When a Member Elected Director vacancy last arose the person chosen was not the next in line from the previous election.

  The August 2002 "It's your pension" describes this situation as

   "an employee who retires from IBM can continue to serve as an MED until the end of their term of office."

  It is worth contrasting this sentence with another sentence, from "Pensions Matter 6":

  "Existing member-nominated directors can stand again at the next election if they still meet the eligibility criteria."

  The first use of "can" means "can if IBM chooses", and the second use of "can" means "can if he or she chooses".   Quite a difference.

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