Mouse Makes Nice with SEC


The Walt Disney Co. has settled a Securities and Exchange Commission complaint that some of its "independent" board members weren't.

Although Disney was not required to acknowledge it had done anything wrong, it agreed not to do it again.
The SEC complained that between 1999 and 2001, Disney had failed to disclose the entangling alliances, financial and otherwise, of several of its directors and former directors.
Such disclosure, the SEC pointed out, is often necessary to gauge whether there are "actual or potential conflicts of interest that may affect a director's execution of their duties."
Gold and Disney have since been ousted from the board in a power struggle with chairman Michael Eisner.
The undisclosed director relationships included the fact that the adult children of three board members, Gold, Reveta Bowers and Raymond Watson, were employed by Disney to the tune of over $60,000 apiece, which was not disclosed even though SEC rules required it.
In addition, the wife of director John Bryson was employed by Disney-owned Lifetime Television at a salary of over $1 million annually, again without that being disclosed.

Other undisclosed financial relationships included Disney and Gold's Air Shamrock charter business, which they used for Disney business in excess of 5% of gross revenues.

Finally, former board member and ex-Capcities/ABC Chairman Thomas Murphy was given a leased car and secretarial services--as he had given his predecessor on the board--without those expenses being disclosed as additional compensation by Disney.

Disney was not fined, but it had to promise not to violate any more SEC disclosure rules.