Disney Board Of Directors Enhances Governance Guidelines, Performs Annual Independence Review

BURBANK, Calif. (Jan 6, 2004) – The Walt Disney Company (NYSE: DIS) Board of Directors today voted unanimously to enhance the company’s corporate governance guidelines, including the adoption of strengthened standards relating to the independence of directors, and then performed its annual review of director independence. The guidelines meet or exceed newly adopted New York Stock Exchange requirements and are available in the Corporate Governance section of the company’s Investor Relations Web site, http://www.disney.com/investors/.

The board also re-elected Senator George Mitchell to a second term as presiding director, modified the charter of the Governance and Nominating committee, adopted a Code of Conduct and Business Ethics for Directors and reconstituted the membership of key board committees.

In addition, the board formally welcomed two new independent members, Aylwin Lewis, President, Chief Multibranding and Operating Officer of YUM! Brands, Inc., and John Chen, chairman, CEO and president of Sybase, Inc.; both of whom were elected in 2003.

Following amendment of the governance guidelines, the board conducted its annual review of director independence, taking into account directors’ relationships with the company or with members of senior management. As a result, the board determined that under the new guidelines, all directors are independent except Michael Eisner, Disney chairman and CEO; Robert Iger, Disney president and COO; and John Bryson. Eisner and Iger are considered inside directors because of their employment as senior executives of the company. Bryson is considered a non-independent outside director for the first time because the level of business between the company and an entity of which his wife is an executive officer exceeded in fiscal year 2003 the financial threshold established by the newly amended guidelines.

In taking these actions, the Disney board was advised by Ira Millstein, Esq. of Weil, Gotshal & Manges LLP, a leading authority on corporate governance.
The board also took action to re-elect Senator George Mitchell as Presiding Director for 2004-05. In that capacity, he will continue to chair executive board sessions of independent and non-management directors and perform other tasks set forth in the governance guidelines or requested by the Board.

Later this month, the board will nominate a slate of directors to stand for election at the company’s annual meeting of shareholders in March. The annual meeting will be held on March 3, 2004 in Philadelphia. Directors Thomas Murphy and Raymond Watson will retire at the expiration of their present terms in March.

The company’s directors also took action to reconstitute the Audit, Compensation and Governance and Nominating committees in accordance with the principles in the company’s corporate governance guidelines. Effective immediately, the committee memberships are:


  • Robert Matschullat (Chair)
  • John Chen
  • Monica Lozano
  • Leo O’Donovan, S.J.


  • Judith Estrin (Chair)
  • Robert Matschullat
  • Leo O’Donovan, S.J.

Governance and Nominating

  • Monica Lozano (Chair)
  • Judith Estrin
  • Aylwin Lewis

The board also gave final approval to revisions of the charter of the Governance and Nominating Committee intended to ensure its compliance with applicable regulatory requirements. The board had earlier approved revisions to the charters of the Compensation and Audit committees. Finally, the board adopted a Code of Business Conduct and Ethics for Directors. The Code is intended in part to implement requirements of the New York Stock Exchange’s recently revised listing standards as well as the requirements of the Sarbanes-Oxley Act of 2002. The revised charters and the Code will be made available through the corporate governance section of the company’s Investor Relations web site shortly.

Separately, the board also confirmed its intent to add another independent member over the next 6 -12 months.