A proxy advisory firm with the unlikely moniker of Glass Lewis has claimed that Microsoft's lead independent director John Thompson has a conflict of interest and should not have the job.
Thompson is in charge of the company's efforts to find a new chief executive.
Glass Lewis is one of two major companies that make recommendations to shareholders based on corporate governance guidelines. Of course, there is no reason for anyone to listen and many of the big names don't.
According to Reuters, Glass Lewis said that Thompson was the CEO of Virtual Instruments, a cloud-computing firm that sells licences and devices to Microsoft.
It is not clear why Glass Lewis thinks that this is a conflict of interest now. The mister had been in the job since February 2012 and elected by shareholders at the annual meeting later that year.
Virtual Instruments, was paid about $2.3 million last fiscal year by Microsoft for software licences and hardware devices.
Microsoft said those buys were negotiated "at arms-length" and at similar terms to Virtual Instruments' other customers.
Glass Lewis said Thompson's roles at both companies created a potential conflict, and classified him as an "affiliated" director as opposed to "independent", which it said makes him inappropriate.
Otherwise Glass Lewis is recommending shareholders vote to re-elect the company's other eight directors, including CEO Steve "whispering" Ballmer and Bill "Vole" Gates.