List of directors narrows in corporate reform
And then there were 13.
Four longtime directors including Hollywood icon Sidney Poitier won’t stand for re-election to the Disney board, officials said Monday. That means the Mouse House soon will have 13 directors, following last month’s appointment of former Seagram vice chairman Robert Matschullat as a 17th Disney director.
Board contraction is in line with Burbank conglom’s campaign to make its corporate-governance practices more shareholder-friendly. Head Mouseketeer Michael Eisner secured the services of corporate-governance consultant Ira Millstein last year amid creeping shareholder distrust on Wall Street.
The reduction of Disney’s board size and a reshuffle of some committees is aimed at making governance more flexible and open. Also at the December board meeting, former U.S. senator and current Disney board member George Mitchell was appointed to the newly created position of presiding director. Twice yearly he will run board meetings in the absence of corporate execs.
Conglom said it also hopes to boost board independence and recently adopted stricter definitions of independent directors.
One of the ankling directors — architect Robert Stern — was recently reclassified as a non-independent director because of architectural services he had provided for Eisner. But a Mouse spokeswoman said she couldn’t explain how it was determined which directors would be leaving the board.
“The nominating committee of the board makes these decisions,” spokeswoman Zenia Mucha said.
Also missing from conglom’s list of 13 directors standing for re-election are school principal Reveta Bowers and Sotheby’s exec Andrea Van de Kamp. Bowers was long rumored to be among those expected to step down from the board.
Conglom said it considers nine of the directors named to stand for re-election to be independent board members.
“Reveta, Sidney, Bob and Andrea have made invaluable contributions to Disney during their more than 30 years of collective service,” Eisner said in a statement. “I want to thank them for their hard work and unwavering commitment to the shareholders during their tenure.”
Conglom said its board will continue to work on other ongoing corporate-governance issues, including the formalizing of an Eisner succession plan.
Disney announced its new board slate after the close of market trading. Mouse shares fell 35¢ to $16.75 Monday.