Boards Of Directors

Safeway Inc.'s board of directors is recommending that shareholders vote against proposals that seek to separate the posts of chairman and chief executive held by Steven Burd, a government filing said Tuesday. The board of Pleasanton, Calif.

Question: My homeowner association board of directors keeps owners in the dark and treats its actions and duties as if they were secrets to be kept from owners. I keep asking my board for documents, and the directors act as if they don't know what I'm talking about. I'm losing patience with their game-playing in avoiding circulating very important documents. As an owner, what should I be asking for? Answer: As an owner in a common interest development you are entitled to obtain certain documents.

It's Orange County versus Los Angeles County, conservative against liberal, a West Point graduate taking on a former seminarian. Two men on opposite sides of most political and social issues are the finalists in today's election for the board chairmanship of the world's most powerful water agency, the Metropolitan Water District of Southern California. They are John V. (Jack) Foley of Laguna Niguel and Pasadena's Timothy F. Brick.

Question: I want to be elected to serve on my homeowners association's board but my board won't let me nominate myself. They dominate election advertising, edit and control candidate statements and qualifications, limit access to the common areas during campaigning, and control the election in such a way that it favors incumbent directors. What's the law, and what can I do about this? Answer: California law is clear, and association compliance is mandatory, not voluntary.

Faced with mounting parental pressure and national media attention, officials of a Little League chapter have backed down and authorized the use of a "safety" ball for the rest of the season. After threatening to expel coaches who attempt to use the "reduced injury factor," or RIF, ball in the final five games of its division for 7- to 8-year-olds, board members from Rancho Niguel Little League agreed to the switch.

Microsoft Corp. is expanding its board of directors with outsiders and an international flavor -- the head of Germany's BMW and a former AT&T Corp. vice chairman -- to help highlight the board's independence and experience with international affairs. Helmut Panke, chairman of the board of management of BMW Bayerische Motoren Werke of Frankfurt, Germany, since May 2002, would be the first Microsoft board member from outside the United States. The other nominee is Charles H.

Shareholders of ICN Pharmaceuticals Inc. will vote Wednesday on a slate of director candidates, and they are being encouraged to back dissident nominees. Institutional Shareholder Services is supporting three independent candidates nominated by Franklin Mutual Advisers and Iridian Asset Management.

As Ventura's downtown and pier districts undergo cosmetic revitalization aimed at attracting tourists, the city's Chamber of Commerce is preparing to welcome its first board of directors specifically dedicated to tourism. Since 1992, the Visitors and Convention Bureau has been governed by the chamber's board of directors. As of July 1, the bureau will have a separate 15-member governing body. "On the chamber board, you have financial advisers, CPAs, bankers, real estate people.

Sporting goods manufacturer K2 Inc., hoping to beef up its sales and production in Asia, said Wednesday that it had found just the man to help: former Vice President Dan Quayle, who will join the company's board of directors. "We chose Dan Quayle for his China connections, his knowledge of the Asian landscape and his political savvy," said John J. Rangel, the company's senior vice president for finance. "He's also a very nice man."

In a move to put more emphasis on business expertise, Nichols Institute said Monday that it is replacing three of its seven directors. The company, which makes test kits for a broad range of medical disciplines, said the new directors are Rock N. Hankin, a management consultant who was formerly a partner at the accounting firm of Price Waterhouse; George L. Bragg, a former vice chairman of Western Digital Corp.; and Frederic M. Roberts, president of the investment bank F.M. Roberts & Co.

Marje Everett, the former chief executive of Hollywood Park who served as a director of the Inglewood horse racing track from 1972 to 1991, when she was ousted after a proxy fight with R.D. Hubbard, died Friday in Los Angeles. She was 90. Everett's longtime caretaker, Dorothy Carter, confirmed Everett's death. The longtime horse racing executive grew up with the sport. Her father, B.F. Lindheimer, owned the Arlington Park, Washington Park and Balmoral tracks in Chicago before she inherited control when he died in 1960.

The Crystal Cathedral's senior pastor announced Sunday that she was leaving to start a new church, a move that appears likely to split the congregation. "This is the last Sunday we will be worshiping in this building," Pastor Sheila Schuller Coleman told congregants during an emotional 11 a.m. service in the 10,000-pane glass cathedral, designed by architect Phillip Johnson. Schuller Coleman's announcement came one day after her parents, church founder Robert H. Schuller and his wife, Arvella Schuller, resigned from the Crystal Cathedral's board of directors, which oversees the ministry's trademark "Hour of Power" broadcast.

Less than a week after filing its initial public offering, Facebook Inc. is facing complaints from a powerful California pension fund about the makeup of its all-male board of directors. The California State Teachers' Retirement System sent a letter to Facebook Chief Executive Mark Zuckerberg, raising concerns that the board named in the company's IPO filing does not have a wide spectrum of corporate experience, and is lacking gender and racial diversity. "We want them to be cognizant of the fact the board is rather homogenous," CalSTRS spokesman Ricardo Duran said Tuesday.

Question: I was elected to the board of directors because owners were fed up with a controlling manager. After election, the manager handed me a "board member tool kit," which instructs how to join in lock step with other directors and not make waves. It espouses the importance of listening to industry "experts" such as property management companies and attorneys who, it says, know much more than board directors about how to run an association. One disturbing instruction says board directors should "stand united and back the board's own majority decisions even if you voted against them.

Toy giant Mattel Inc. said Monday that Robert Eckert, its chief executive, would retire at the end of the year and be succeeded by Chief Operating Officer Bryan Stockton. Eckert, 57, has served as CEO of the El Segundo company for 11 years and will stay on as chairman of the board. His successor, Stockton, 58, will take over beginning Jan. 1. "We're delighted to have an experienced and proven leader like Bryan assume the CEO position," said Christopher Sinclair, an independent director for Mattel, in a statement about Stockton.

In a stinging rebuke, News Corp. investors signaled their unhappiness with Rupert Murdoch's plans to eventually install one of his children at the helm of the global media conglomerate. More than one-third of the votes cast at the company's annual shareholders' meeting opposed returning his two sons, James and Lachlan, to the company's board of directors. Murdoch, the company's chairman and chief executive, fared much better. He won the backing of an overwhelming majority of the votes cast — 86% — in Friday's election.

For the last year, investor Roy E. Disney and his longtime associate, Stanley P. Gold, have crisscrossed the nation crusading for good corporate governance. In making their pitch, they have chastised directors of Walt Disney Co. for serving as a mere rubber stamp for Chief Executive Michael Eisner. Leveraging their newfound celebrity, the two recently disclosed that they were trying to form a $1.25-billion investment fund aimed at promoting shareholder rights at other companies.

If you run a business, you know that the key to growth is long-term planning, and the key to long-term planning is time, a precious commodity. Successful business owners leverage their own planning time by recruiting working boards of directors--and they recruit working boards by protecting them with directors and officers insurance.

Question: A specific carpet choice for the common hallways was approved by homeowner majority vote and purchased. I later attended a board meeting and learned directors took it upon themselves to change the carpet that was already purchased, approved and voted on by the owners and instead buy a more expensive carpet without owner vote or approval. There are over 23 floors to carpet, and the board's choice raised the carpet price by $3 a yard. The burden of paying this overage is on each owner.

Jim McDonald, a longtime member at the Crystal Cathedral, wants to preserve the legacy of founder Robert H. Schuller. Which is why the Fountain Valley resident is continuing to support and organize an online and paper petition to rid the bankrupt church's board of directors of any voting family members, despite Wednesday's announced shake-up in which five independent voices were added. "If you read the petition, it's really straightforward," McDonald, a spokesman for the effort, said Thursday.