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Disney Revamps Board Practices, Hires Consultant to Review Job
Updated: Monday, April 29, 2002 12:21 AM ET Printer-friendly version
Tired of being bashed for bad corporate governance, Walt Disney Co. (DIS, news, msgs) has revamped some boardroom practices and hired a prominent consultant to review the changes and suggest others, Monday's Wall Street Journal reported.
Disney's board has been criticized repeatedly in recent years for a variety of alleged shortcomings, notably the perceived lack of independence on its board. Some Disney board members are former Disney executives, others have done business with the company and a number of them have close ties to Disney Chairman and Chief Executive Michael Eisner. These and other concerns have in the past resulted in stinging criticisms.
Now, Disney has issued a corporate-governance review that reflects several steps the board has taken to improve its standing. Among them: a new standard for what constitutes independence in a director, a higher stock-ownership requirement for board members and a severing of business relationships between Disney board members and the company. The latter means that Disney will no longer pay two board members, and their firms, for professional services: architect Robert A.M. Stern and attorney George J. Mitchell.
Disney also has hired Ira M. Millstein, senior partner in the New York law firm of Weil, Gotshal & Manges and a longtime governance adviser to companies such as General Motors Corp., to review its practices. Mr. Millstein already has sent the company a preliminary review of the changes made so far, which concludes that many of the company's practices and structures now fall within what observers would describe as "good governance" or "best practice." But in a letter to the Disney board's governance and nominating committee, Mr. Millstein suggests that he may recommend additional changes, including reducing the size and average age of the board.
Wall Street Journal Staff Reporter Bruce Orwall contributed to this report.
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