Disney planning for Eisner succession

In response to criticism that Walt Disney Co. chief Michael Eisner has too much sway over Disney's board, the presiding director on Tuesday said he and his colleagues were actively considering who might succeed Eisner and other top executives.

In an open letter, Disney board member and former U.S. Senator George Mitchell said the company's board of directors had met in January to consider a succession plan for Chairman and Chief Executive Officer Eisner and planned to devote more time to the issue in April.

"While the board has in prior years considered succession, the process is now more formal and frequent with active participation by all board members," Mitchell said.

The letter, which was included with a proxy filed with the U.S. Securities and Exchange Commission, marked the latest salvo in an increasingly hostile battle between Disney and former directors Roy Disney and Stanley Gold, who have mounted a campaign to unseat Eisner.

The dissident former directors have urged shareholders to vote against Eisner, whom they criticize for mismanaging Disney over the past decade, and three other directors, including Mitchell, at the annual shareholders meeting in Philadelphia on March 3.

Eisner and Disney have long faced criticism that the board of directors was too beholden to the chief executive, so in recent years Disney has made several moves to increase the independence of its board.

In his letter, Mitchell also countered the criticism Roy Disney and Gold have leveled against him, as a full-time lawyer serving on too many other boards to devote sufficient time to his duties as Disney presiding director.

Mitchell said that in his role, he personally reviews and approves the agenda for each meeting of the 13-member Disney board and routinely convenes meetings of the non-management directors.

He also said he was not practicing law full time and served on three other corporate boards, a number allowed under Disney's corporate governance guidelines.

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"During my nine years on the board, I have never missed a meeting," Mitchell said. "More importantly, I prepared for and participated actively in the meetings. By contrast, while I attended every meeting over this nine-year period, neither Mr. Disney nor Mr. Gold did so."

Mitchell's letter was addressed to the Council of Institutional Investors, a group representing several hundred pension funds and investment-related firms, and Institutional Shareholder Services, which advises institutional investors on governance issues.

The letter said that it was intended as a follow-up to a discussion between Mitchell, Eisner and representatives of those two organizations.

A Disney spokesman could not say when those discussions had taken place.

Representatives of the two groups were not immediately available for comment.