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Eisner Under Fire

Statement From the Board of Disney

March 04, 2004

Here is the statement that the board of directors of Walt Disney Co. released late Wednesday, announcing the elevation of former U.S. Sen. George Mitchell to the post of chairman.

The Walt Disney Co. board of directors, mindful of the shareholder vote today, announced that it is separating the positions of CEO and chairman. Effective immediately, the board created the position of chairman of the board. The board has unanimously elected former Sen. George Mitchell to serve in that non-executive position.

While making this change in governance, the board remains unanimous in its support of the company's management team and of Michael Eisner, who will continue to serve as chief executive officer. Following recent detailed reviews of each major business and with an ongoing, in-depth knowledge of our operations, the board has confidence in the strategic direction of the company. Our belief in the company's strategy, financial results over the last several quarters, and the level of earnings and improved returns we expect going forward make us confident that results will validate our judgment on the quality of our management team.

While there appear to have been a number of different forces at work in the shareholder vote, a significant message conveyed in the vote was in the area of governance, as evidenced by governance-driven withhold recommendations by two influential proxy recommendation groups and the public and private statements by a number of other shareholders. In particular, there was substantial focus on the question of whether the chair and CEO functions at the company should be split.

That is not to say that we view the vote as limited to governance issues alone. We are aware that some voted for an immediate change in management and in the board. However, taking all of these factors into account, we believe the action we have taken today is in the best long-term interest of the shareholders of the company.

With respect to the statement made by Comcast, the board of directors stated that it does not believe today's reiteration by Comcast of its previous proposal, which we rejected as inadequate, would lead to a transaction beneficial to Disney shareholders. The board will carefully review and analyze any reasonable proposal.

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