This excerpt taken from the ATVI DEF 14A filed Jul 29, 2005.
CORPORATE GOVERNANCE INITIATIVES IN FISCAL YEAR 2005
Over the past year, the Board has continued to refine and improve Activision's governance. As in past years, the Nominating and Corporate Governance Committee organized an extensive detailed self-evaluation process for the Board and each committee. The Chairman of the Nominating and Corporate Governance Committee also facilitated a discussion and examination of all aspects of how the Board functions, including meeting effectiveness, director involvement and development; retention and receipt of stockholder communications; committee governance, effectiveness and composition, including Board and committee assessment of each committee; stockholder nomination of potential director candidates; Board size, composition and independence; and calendar and attendance.
The Nominating and Corporate Governance Committee has been actively engaged in a search for an additional independent director matching the criteria determined by the Board. Mr. Kotick, the Chairman and Chief Executive Officer of the Company, presented Mr. Sarnoff to the Nominating and Corporate Governance Committee as a candidate for director of the Company. After evaluating several candidates, the Nominating and Corporate Governance Committee determined Mr. Sarnoff met the criteria determined by the Board and the Board recommended his nomination to stand for election as a director of the Company. The Nominating and Corporate Governance Committee continues to search for one or more independent directors matching the criteria determined by the Board.
In addition, in light of the Board's central role in seeking out, developing and retaining a strong management team to operate the Company, the Board has been actively engaged with management in succession planning matters to ensure continuity of management. Our Compensation Committee has reinforced the need to maintain a thorough succession plan by devoting a portion of the bonuses of certain of the Company's senior executives to the development of an acceptable succession plan and the establishment of a deep and talented pool of executives to deploy within the operations of the Company. In this regard, the Company recently hired Michael Griffith to succeed Ron Doornink as President and Chief Executive Officer of Activision Publishing, Inc.
The Board strongly believes that it is important for the Company not only to comply with all current regulatory and legislative requirements, but also to adopt and abide by high standards in its governance structure and activities. Therefore, the Board will continue to review all new proposals announced by Congress, the SEC and the NASDAQ and intends to be proactive in addressing such rules and regulations. Furthermore, the Board has created a new "Secretary to the Board" position, the purpose of which is to provide assistance and advice to the Board in its activities, and has appointed Kenneth L. Henderson to this position. The Secretary to the Board shall be compensated by the Company as if he were a non-employee director.