April 27, 2004 09:56 PM US Eastern Timezone
Statement of the Board of Directors of The Walt Disney Company
BURBANK, Calif.--(BUSINESS WIRE)--April 27, 2004--The Walt Disney Company (NYSE: DIS) Board of Directors has concluded its annual retreat. The agenda included a strategic review of each of the company's major business units and evaluation of the performance and growth potential of the top tier of executives.
As a result of the thorough review of Disney's long-term growth plan, the Board is confident that the management team is executing against its strategic plan in order to continue to drive long term shareholder value. The Board continues to have complete confidence in Michael Eisner, Bob Iger and the senior management team and in their strategic growth plan to continue to strengthen the company's position as the global leader in quality family entertainment.
The Board, in executive session, continued its systematic assessment of both CEO and senior management succession.
In the area of governance, the Board formalized the division of responsibilities arising from its decision to separate the positions of chairman and CEO. The Board, in a unanimously approved resolution, defined the responsibilities of Chairman as set out below.
Disney Chairman George Mitchell said: "I will work diligently in fulfilling these responsibilities which are designed to facilitate and coordinate the work of the Board in the discharge of its oversight responsibility of management and the Company. As CEO and with the full support of the Board, Michael Eisner continues to have the same authority to manage the operations of the Company as he has previously held."
April 27, 2004
THE WALT DISNEY COMPANY
Duties of the Chairman of the Board:
Resolution of the Board of Directors
WHEREAS, the Board of Directors (the "Board") of The Walt Disney
Company (the "Corporation") has heretofore approved to creation of a
new position of non-executive Chairman of the Board; and
WHEREAS, the Board considers that the role of the Chairman of the
Board is to organize the work of the Board and ensure that the Board
has access to sufficient information about the Corporation, its
management, its personnel, its competition and the environment in
which it operates to enable the Board to carry out the functions
assigned to it by law, including monitoring the Corporation's
performance, and specifically the performance of management;
NOW THEREFORE BE IT RESOLVED, that pursuant to the provisions of
Article III, Section 5, of the amended and Restated By-Laws of the
Corporation, the Board declares that the responsibilities of the
Chairman of the Board shall be to:
-- convene and preside at meetings of the Board and executive
sessions of non-management and independent Directors, and
coordinate feedback to the Chief Executive Officer of the
Corporation regarding issues discussed in executive sessions;
-- establish the Board agenda for the year, and for each meeting,
in consultation with the Chief Executive Officer;
-- establish Board meeting schedules and ensure sufficient time
for discussion of all agenda items;
-- oversee the distribution and adequacy of information available
to Directors (including through visits to facilities when
appropriate) to promote adequate and timely information flow
responsive to Director needs, in consultation with the Chief
Executive Officer;
-- coordinate with each respective Chair the work and agenda of
each Board Committee and review (with the Governance and
Nominating Committee) periodic Chair, Committee and Board
membership changes;
-- coordinate the Board's periodic review of the strategic plan
developed and proposed by management;
-- lead the Board in developing, adopting and periodically
reviewing its succession plan for the Chief Executive Officer;
-- lead the Board's periodic review of management's succession
plan for key senior managers other than the Chief Executive
Officer;
-- coordinate on an annual basis the Board's performance review
of the Chief Executive Officer and other key senior managers;
-- facilitate effective communication between the Board and
shareholders, including among other things, by presiding at
the annual meeting and any special meetings of shareholders;
and
-- carry out such other responsibilities as the Board may from
time to time request to assist the Board in the fulfillment of
its responsibilities.
Statement of the Board of Directors of The Walt Disney Company
BURBANK, Calif.--(BUSINESS WIRE)--April 27, 2004--The Walt Disney Company (NYSE: DIS) Board of Directors has concluded its annual retreat. The agenda included a strategic review of each of the company's major business units and evaluation of the performance and growth potential of the top tier of executives.
As a result of the thorough review of Disney's long-term growth plan, the Board is confident that the management team is executing against its strategic plan in order to continue to drive long term shareholder value. The Board continues to have complete confidence in Michael Eisner, Bob Iger and the senior management team and in their strategic growth plan to continue to strengthen the company's position as the global leader in quality family entertainment.
The Board, in executive session, continued its systematic assessment of both CEO and senior management succession.
In the area of governance, the Board formalized the division of responsibilities arising from its decision to separate the positions of chairman and CEO. The Board, in a unanimously approved resolution, defined the responsibilities of Chairman as set out below.
Disney Chairman George Mitchell said: "I will work diligently in fulfilling these responsibilities which are designed to facilitate and coordinate the work of the Board in the discharge of its oversight responsibility of management and the Company. As CEO and with the full support of the Board, Michael Eisner continues to have the same authority to manage the operations of the Company as he has previously held."
April 27, 2004
THE WALT DISNEY COMPANY
Duties of the Chairman of the Board:
Resolution of the Board of Directors
WHEREAS, the Board of Directors (the "Board") of The Walt Disney
Company (the "Corporation") has heretofore approved to creation of a
new position of non-executive Chairman of the Board; and
WHEREAS, the Board considers that the role of the Chairman of the
Board is to organize the work of the Board and ensure that the Board
has access to sufficient information about the Corporation, its
management, its personnel, its competition and the environment in
which it operates to enable the Board to carry out the functions
assigned to it by law, including monitoring the Corporation's
performance, and specifically the performance of management;
NOW THEREFORE BE IT RESOLVED, that pursuant to the provisions of
Article III, Section 5, of the amended and Restated By-Laws of the
Corporation, the Board declares that the responsibilities of the
Chairman of the Board shall be to:
-- convene and preside at meetings of the Board and executive
sessions of non-management and independent Directors, and
coordinate feedback to the Chief Executive Officer of the
Corporation regarding issues discussed in executive sessions;
-- establish the Board agenda for the year, and for each meeting,
in consultation with the Chief Executive Officer;
-- establish Board meeting schedules and ensure sufficient time
for discussion of all agenda items;
-- oversee the distribution and adequacy of information available
to Directors (including through visits to facilities when
appropriate) to promote adequate and timely information flow
responsive to Director needs, in consultation with the Chief
Executive Officer;
-- coordinate with each respective Chair the work and agenda of
each Board Committee and review (with the Governance and
Nominating Committee) periodic Chair, Committee and Board
membership changes;
-- coordinate the Board's periodic review of the strategic plan
developed and proposed by management;
-- lead the Board in developing, adopting and periodically
reviewing its succession plan for the Chief Executive Officer;
-- lead the Board's periodic review of management's succession
plan for key senior managers other than the Chief Executive
Officer;
-- coordinate on an annual basis the Board's performance review
of the Chief Executive Officer and other key senior managers;
-- facilitate effective communication between the Board and
shareholders, including among other things, by presiding at
the annual meeting and any special meetings of shareholders;
and
-- carry out such other responsibilities as the Board may from
time to time request to assist the Board in the fulfillment of
its responsibilities.
Wanna give me the Cliffs notes version? :lookaroun
