Statement Of The Board Of Directors The Walt Disney Company

BURBANK, Calif., 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 in the attachment.

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.”
 

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.