Connecticut Treasurer Denise L. Nappier called on Walt Disney Co. (DIS) investors to oppose the election of directors on the Nominating and Governance Committee for ending a policy of having an independent chairman.
“It is quite disturbing that Disney has chosen to embrace a regressive policy that could impair the board’s role to oversee executive management on behalf of shareholders,” Nappier said today in a statement.
Connecticut becomes another opponent to the board’s decision to make Chief Executive Officer Robert Iger Disney’s chairman as well. The state, with retirement funds holding 642,000 Disney shares valued at about $27 million, joins Institutional Shareholder Services in opposing the four members of Disney’s nominating and governance panel.
ISS, which consults on governance issues, recommended voting against members of the committee over the way they decided to make the change, without consulting investors in advance. The group also criticized CEO pay at the Burbank, California-based company, owner of ESPN and ABC.
The decision to combine the positions was part of a transition plan that was carefully thought out by the board, outgoing Chairman John Pepper said today in a statement.
The board “strongly disagrees with Ms. Nappier’s position,” Pepper said. “Nine out of the ten directors will be independent, including an independent lead director with duties and responsibilities that exceed in scope those recommended by governance advisors.”
Of the 100 biggest companies in the Standard & Poor’s 500 Index, 68 percent have a joint chairman and CEO, according to Pepper. In a filing last week, the company cited long-term stock gains that outperformed peers since Iger took over.
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