Walt Disney Company (DIS)

Who is the Board’s Chairman?

In March 2004, the Board elected Senator George Mitchell to serve as the non-executive Chairman of the Board, for a term ending immediately after the Company’s 2005 annual meeting of shareholders. The Chairman of the Board organizes the work of the Board and ensures that the Board has access to sufficient information to enable the Board to carry out its functions, including monitoring the Company’s performance and the performance of management. In carrying out this role, the Chairman, among other things, presides over all meetings of the Board of Directors and shareholders including regular executive sessions of the Board in which management Directors and other members of management do not participate, establishes the annual agenda of the Board and agendas of each meeting in consultation with the Chief Executive Officer, oversees the distribution of information to Directors, advises with respect to the work of each Committee and reviews (with the Governance and Nominating Committee) changes in Board membership and the membership and chair of each Committee, coordinates periodic review of management’s strategic plan for the Company, leads the Board’s review of the succession plan for the Chief Executive Officer and other key senior managers and coordinates the annual performance review of the Chief Executive Officer and other key senior managers. Prior to March 2004, the Board had created in December 2002 the position of Presiding Director of the Board, and that position was filled by Senator Mitchell until he was elected non-executive Chairman of the Board.