This excerpt taken from the ATVI 8-K filed Mar 8, 2007.
SPECIAL SUB-COMMITTEE REPORTS FINDINGS OF
Santa Monica, CA March 8, 2007 Activision, Inc. (Nasdaq: ATVI) today announced that the special sub-committee of its independent directors established in July 2006, substantially completed its investigation and reported its principal findings and recommendations to the full Board.
The special sub-committee and its legal and accounting advisers devoted seven months of intensive effort to the investigation and review of options granted in the period 1991 - 2006, reviewing more than five million pages of electronic and hard copy documents and conducting interviews with more than 20 individuals.
The independent investigations key findings are:
· Chairman and Chief Executive Officer Robert A. Kotick, Co-Chairman Brian G. Kelly, Board Director and Senior Advisor Ronald Doornink, and Senior Vice President, General Counsel and Secretary George Rose did not engage in intentional wrongdoing with respect to the companys stock option granting practices.
· Four other individuals (the outgoing head of human resources, former heads of finance and legal, and a former outside legal advisor) bore significant responsibility, in varying degrees, with respect to the measurement date inaccuracies identified by the special sub-committee, but the special sub-committee made no finding as to intentional wrongdoing by those individuals.
The special sub-committee recommended that ten current and former officers and directors should relinquish the economic benefits resulting from the misdating and mispricing of stock options. In addition, consistent with the recommendations of the special sub-committee, the company has already adopted a number of modifications to its stock option granting procedures. The company also:
· Realigned certain internal responsibilities related to the granting and reporting of stock options.
· Engaged new outside legal advisors.
· Plans to enhance its corporate governance practices by establishing the position of principal compliance officer.
· Plans to reconfigure the compensation committee of the board as part of its broader corporate governance initiatives.