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DIS » Topics » Chairman of the Board

This excerpt taken from the DIS DEF 14A filed Jan 22, 2010.

Chairman of the Board

John Pepper became non-executive Chairman of the Board effective January 1, 2007. The Chairman of the Board organizes Board activities to enable the Board


 

1

Table of Contents

The Walt Disney Company Notice of 2010 Annual Meeting and Proxy Statement

 

to effectively provide guidance to and oversight and accountability of management. To fulfill that role, the Chairman, among other things: creates and maintains an effective working relationship with the Chief Executive Officer and other members of management and with the other members of the Board; provides the Chief Executive Officer ongoing direction as to Board needs, interests and opinions; and assures that the Board agenda is appropriately directed to the matters of greatest importance to the Company. In carrying out his responsibilities, the Chairman preserves the distinction between management and oversight, maintaining the responsibility of management to develop corporate strategy and the responsibility of the Board to review and express its views on corporate strategy. The functions of the Chairman include:

 

•  

Presiding over all meetings of the Board of Directors and shareholders, including regular executive sessions of non-management Directors of the Board;

 

•  

Establishing the annual agenda of the Board and agendas of each meeting in consultation with the chief executive officer;

 

•  

Advising Committee chairs, in consultation with the chief executive officer, on meeting schedules, agenda and information needs for the Board committees;

 

•  

Defining the subject matter, quality, quantity and timeliness of the flow of information between management and the Board and overseeing the distribution of that information;

 

•  

Coordinating periodic review of management’s strategic plan for the Company;

 

•  

Leading the Board review of the succession plan for the chief executive officer and other key members of senior management;

 

•  

Coordinating the annual performance review of the chief executive officer and other key senior managers;

 

•  

Consulting with Committee Chairs about the retention of advisors and experts;

 

•  

Acting as the principal liaison between the independent directors and the chief executive officer on sensitive issues;

 

•  

Working with the Governance and Nominating Committee to develop and maintain the agreed-on definitions of the role of the Board and the organization, processes and governance guidelines necessary to carry it out;

 

•  

After consulting with other Board members and the chief executive officer, making recommendations to the Governance and Nominating Committee as to the membership of various Board Committees and Committee Chairs;

 

•  

Working with management on effective communication with shareholders, including being available for consultation and direct communication upon the reasonable request of major shareholders;

 

•  

Encouraging active participation by each member of the Board; and

 

•  

Performing such other duties and services as the Board may require.

The Company’s Corporate Governance Guidelines specify that the Chairman of the Board will be an independent Director unless the Board determines that the best interests of the shareholders would be otherwise better served, in which case the Board will disclose in the Company’s proxy statement the reasons for a different arrangement and appoint an independent director as Lead Director with duties and responsibilities detailed in the Corporate Governance Guidelines.

This excerpt taken from the DIS DEF 14A filed Jan 16, 2009.

Chairman of the Board

John Pepper became non-executive Chairman of the Board effective January 1, 2007. The Chairman of the Board organizes Board activities to enable the Board to effectively provide guidance to and oversight and accountability of management. To fulfill that role, the Chairman, among other things: creates and maintains an effective working relationship with the Chief Executive Officer and other members of management and with the other members of the Board; provides the Chief Executive Officer ongoing direction as to Board needs, interests and opinions; and assures that the Board agenda is appropriately directed to the matters of greatest importance to the Company. In carrying out his responsibilities, the Chairman preserves the distinction between management and oversight, maintaining the responsibility of management to develop corporate strategy and the responsibility of the Board to review and express its views on corporate strategy. The functions of the Chairman include:

 

•  

Presiding 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;

 

•  

Establishing the annual agenda of the Board and agendas of each meeting in consultation with the chief executive officer;

 

•  

Advising Committee chairs, in consultation with the chief executive officer, on meeting schedules, agenda and information needs for the Board committees;

 

•  

Defining the subject matter, quality, quantity and timeliness of the flow of information between management and the Board and overseeing the distribution of that information;

 

•  

Coordinating periodic review of management’s strategic plan for the Company;

 

•  

Leading the Board review of the succession plan for the chief executive officer and other key members of senior management;

 

•  

Coordinating the annual performance review of the chief executive officer and other key senior managers;

 

•  

Consulting with Committee Chairs about the retention of advisors and experts;

 

•  

Acting as the principal liaison between the independent directors and the chief executive officer on sensitive issues;

 

•  

Working with the Governance and Nominating Committee to develop and maintain the agreed-on definitions of the role of the Board and the organization, processes and governance guidelines necessary to carry it out;

 

•  

After consulting with other Board members and the chief executive officer, making recommendations to the Governance and Nominating Committee as to the membership of various Board Committees and Committee Chairs;

 

•  

Working with management on effective communication with shareholders, including being available for consultation and direct communication upon the reasonable request of major shareholders;

 

•  

Encouraging active participation by each member of the Board; and

 

•  

Performing such other duties and services as the Board may require.

The Company’s Corporate Governance Guidelines specify that the Chairman of the Board will be an independent Director unless the Board determines that the best interests of the shareholders would be otherwise better served, in which case the Board will disclose in the Company’s proxy statement the reasons for a different arrangement and appoint an independent director as Lead Director with duties and responsibilities detailed in the Corporate Governance Guidelines.

This excerpt taken from the DIS DEF 14A filed Jan 11, 2008.

Chairman of the Board

John Pepper became non-executive Chairman of the Board effective January 1, 2007. The Chairman of the Board organizes Board activities to enable the Board to effectively provide guidance to and oversight and accountability of management. To fulfill that role, the Chairman, among other things: creates and maintains an effective working relationship with the Chief Executive Officer and other members of management and with the other members of the Board; provides the Chief Executive Officer ongoing direction as to Board


 

1

Table of Contents

The Walt Disney Company Notice of 2008 Annual Meeting and Proxy Statement

 

needs, interests and opinions; and assures that the Board agenda is appropriately directed to the matters of greatest importance to the Company. In carrying out his responsibilities, the Chairman preserves the distinction between management and oversight, maintaining the responsibility of management to develop corporate strategy and the responsibility of the Board to review and express its views on corporate strategy. The functions of the Chairman include:

 

•  

Presiding 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;

 

•  

Establishing the annual agenda of the Board and agendas of each meeting in consultation with the chief executive officer;

 

•  

Advising Committee chairs, in consultation with the chief executive officer, on meeting schedules, agenda and information needs for the Board committees;

 

•  

Defining the subject matter, quality, quantity and timeliness of the flow of information between management and the Board and overseeing the distribution of that information;

 

•  

Coordinating periodic review of management’s strategic plan for the Company;

 

•  

Leading the Board review of the succession plan for the chief executive officer and other key members of senior management;

 

•  

Coordinating the annual performance review of the chief executive officer and other key senior managers;

 

•  

Consulting with Committee Chairs about the retention of advisors and experts;

 

•  

Acting as the principal liaison between the independent directors and the chief executive officer on sensitive issues;

 

•  

Working with the Governance and Nominating Committee to develop and maintain the agreed-on definitions of the role of the Board and the organization, processes and governance guidelines necessary to carry it out;

 

•  

After consulting with other Board members and the chief executive officer, making recommendations to the Governance and Nominating Committee as to the membership of various Board Committees and Committee Chairs;

 

•  

Working with management on effective communication with shareholders, including being available for consultation and direct communication upon the reasonable request of major shareholders;

 

•  

Encouraging active participation by each member of the Board; and

 

•  

Performing such other duties and services as the Board may require.

The Company’s Corporate Governance Guidelines specify that the Chairman of the Board will be an independent Director unless the Board determines that the best interests of the shareholders would be otherwise better served, in which case the Board will disclose in the Company’s proxy statement the reasons for a different arrangement and appoint an independent director as Lead Director with duties and responsibilities detailed in the Corporate Governance Guidelines.

This excerpt taken from the DIS DEF 14A filed Jan 12, 2007.

Chairman of the Board

John Pepper became non-executive Chairman of the Board effective January 1, 2007. The Chairman of the Board organizes Board activities to enable the Board to effectively provide guidance to and oversight and accountability of management. To fulfill that role, the Chairman, among other things, creates and maintains an effective working relationship with the Chief Executive Officer and other members of management and with the other members of the Board; provides the Chief Executive Officer ongoing direction as to Board needs, interests and opinions; and assures that the Board agenda is appropriately directed to the matters of


 

1

Table of Contents

The Walt Disney Company Notice of 2007 Annual Meeting and Proxy Statement

 

greatest importance to the Company. In carrying out his responsibilities, the Chairman preserves the distinction between management and oversight, maintaining the responsibility of management to develop corporate strategy and the responsibility of the Board to review and express its views on corporate strategy. The functions of the Chairman include:

 

•   Presiding 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;
•   Establishing the annual agenda of the Board and agendas of each meeting in consultation with the Chief Executive Officer;
•   Advising Committee chairs, in consultation with the Chief Executive Officer, on meeting schedules, agenda and information needs for the Board committees;
•   Defining the subject matter, quality, quantity and timeliness of the flow of information between management and the Board and overseeing the distribution of that information;
•   Coordinating periodic review of management’s strategic plan for the Company;
•   Leading the Board review of the succession plan for the Chief Executive Officer and other key members of senior management;
•   Coordinating the annual performance review of the Chief Executive Officer and other key senior managers;
•   Consulting with Committee Chairs about the retention of advisors and experts;
•   Acting as the principal liaison between the independent directors and the Chief Executive Officer on sensitive issues;
•   Working with the Governance and Nominating Committee to develop and main- tain the agreed-on definitions of the role of the Board and the organization, processes and governance guidelines necessary to carry it out;
•   After consulting with other Board members and the Chief Executive Officer, making recommendations to the Governance and Nominating Committee as to the membership of various Board Committees and Committee Chairs;
•   Working with management on effective communication with shareholders, including being available for consultation and direct communication upon the reasonable request of major shareholders;
•   Encouraging active participation by each member of the Board; and
•   Performing such other duties and services as the Board may require.

The Company’s Corporate Governance Guidelines specify that the Chairman of the Board will be an independent Director unless the Board determines that the best interests of the shareholders would be otherwise better served, in which case the Board will disclose in the Company’s proxy statement the reasons for a different arrangement and appoint an independent director as Lead Director with duties and responsibilities detailed in the Corporate Governance Guidelines.

This excerpt taken from the DIS DEF 14A filed Jan 11, 2006.

Chairman of the Board

 

Senator George Mitchell has served as non-executive Chairman of the Board since March of 2004. At the unanimous request of the Board, Senator Mitchell, who has reached the Board’s retirement age, has agreed to be nominated for re-election to the Board and to serve as a Director and Chairman through December 31, 2006, to facilitate an orderly Chairman succession process.

 

1

Table of Contents

The Walt Disney Company Notice of 2006 Annual Meeting and Proxy Statement

 

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.

 

The Company’s Corporate Governance Guidelines specify that the Chairman of the Board will be an independent Director unless the Board determines that the best interests of the shareholders would be otherwise better served, in which case the Board will disclose in the Company’s proxy statement the reasons for a different arrangement and appoint an independent director as Lead Director with duties and responsibilities detailed in the Corporate Governance Guidelines.

 

This excerpt taken from the DIS 8-K filed Aug 18, 2005.
Chairman of the Board. The Board of Directors shall annually elect one of its members to be Chairman of the Board and shall fill any vacancy in the position of Chairman of the Board at such time and in such manner as the Board of Directors shall determine. The Chairman of the Board shall preside at all meetings of the Board of Directors and of stockholders. The Chairman shall perform such other duties and services as shall be assigned to or required of the Chairman by the Board of Directors.

EXCERPTS ON THIS PAGE:

DEF 14A
Jan 22, 2010
DEF 14A
Jan 16, 2009
DEF 14A
Jan 11, 2008
DEF 14A
Jan 12, 2007
DEF 14A
Jan 11, 2006
8-K
Aug 18, 2005

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