Interesting article I stumbled across:
Very interesting timing for Stanley Gold to possibly be removed from the board of director's, no?
Dow Jones Business News
Disney Board Braces for Impact of New Independence Rules
Walt Disney (NYSEIS - News) Co.'s board may be heading for a shake-up following the disclosure Friday that Disney has recently employed immediate family members of three board members, who as a result probably will no longer be counted as independent directors by the company, Monday's Wall Street Journal reported.
Disney revealed Friday in a Securities and Exchange Commission filing that three directors -- Stanley Gold, Raymond Watson and Reveta Bowers -- have children employed by the company in the past year. Disney plans to follow corporate-governance standards recently recommended by the New York Stock Exchange, by which a director can't be considered independent if an immediate family member worked for the company in the previous five years.
If, as expected, the proposed NYSE standard is later adopted by the Disney board, the number of independent directors on Disney's 16-member board -- which has long been criticized as lacking independence -- would drop immediately to 10 from 13. And major committee assignments would be reshuffled because Disney requires that some of its key board committees be composed entirely of independent directors. It is emblematic of the kind of changes that could take place among many companies implementing new, tougher independence guidelines.
While the changes at Disney wouldn't force the three board members to step down, they would still have an impact, as they would diminish Mr. Gold's influence. People familiar with the matter say he has been pressing Disney Chairman and Chief Executive Michael Eisner to improve the company's faltering performance and often has pushed for better governance practices. Mr. Gold is a business partner of Disney Vice Chairman Roy E. Disney, and they have grown increasingly worried about the plummeting value of Mr. Disney's 17.5 million- share Disney stake.
Disney says the timing of the filing was driven by Mr. Eisner's sworn certification on Friday that the company's SEC filings, including its proxy report, don't omit material facts or contain untrue statements. Yet, the timing will still benefit Mr. Eisner, who has been fending off questions about the company's future and his own job security. Disney is battling problems in most of its major units, its earnings have dropped sharply in recent years, and the stock is trading at 1994 levels.
Friday's SEC filing reveals Mr. Gold's daughter, Jennifer Gold, in fiscal 2001 made $85,111 working for Disney's consumer-products unit. Mr. Watson's son, David Watson, made $152,608 at the Disney Channel. And Ms. Bowers's son, Craig Bowers, worked a portion of the year for Disney's Internet group, making $81, 863. Mr. Bowers no longer works for Disney.
Wall Street Journal Staff Reporter Bruce Orwall contributed to this report.
Very interesting timing for Stanley Gold to possibly be removed from the board of director's, no?
