VETOED	DATE: 09/30/2008

To the Members of the California State Assembly:

I am returning Assembly Bill 2944 without my signature.

This bill would permit corporate directors to consider a variety of
new factors other than strictly financial return when making business
decisions on behalf of a corporation, including decisions relating
to the acquisition or control of a corporation.

While this bill proposes a new model of corporate governance
consisting of a package of many intriguing concepts, it is just that;
a package of concepts that could produce unknown ramifications and
the need for which have not been fully demonstrated.  Corporate
governance is a serious matter and changes should not be entered into
without deliberate study and evaluation.

While I have concerns with the approach taken with this bill, I am
interested in many of the issues raised in support of this measure.
California should be at the forefront of all states in considering
alternative models of corporate governance for the new millennium.
This is potentially another opportunity for California to once again
lead to a new era of innovation.  I urge the Legislature to consider
and study new styles of corporate governance that can offer
alternatives to the current model, but that maintain the vital
shareholder protections that have helped turn California into the
economic powerhouse of the world.

For these reasons, I am unable to sign this bill.


Arnold Schwarzenegger