Magazine

Online Extra: Directors On CalPERS Hit List


This year, the giant California pension fund, CalPERS, is

withholding its support for directors at more than 2,400 companies In the

vast majority of cases, CalPERS is protesting the board audit committee's

decision to let the company's external auditor perform lucrative consulting

work, which CalPERS maintains could provide an incentive to overlook accounting

problems (For more info on coming CalPERS' votes, see its Web site.)

But in many instances, CalPERS is voting against directors who failed to

implement winning shareholder resolutions, those with potential conflicts of

interest, or those with poor attendance records CalPERS has come in for

criticism in recent weeks for this broad-brush approach, which in many cases

singles out directors with fairly minor problems Here's a sampling of

individual directors and CalPERS' reason for opposing them.

AUDIT COMMITTEE MEMBERS

CalPERS is opposing the following directors because they sat on

audit committees that allowed the company's external auditor to do consulting

work:

Director

Company

1 Jack Greenberg

Former McDonald's CEO

Abbott Laboratories

2 Douglas Warner III

Former chairman J.P. Morgan Chase

Anheuser Busch

3 Warren Buffett

CEO Berkshire Hathaway

Coca Cola

4 Stephen Butler

Former CEO KPMG LLP

Ford Motor

5 Robert Knowling Jr.

Former CEO Covad Communications

Hewlett-Packard

6 Sidney Taurel

CEO Eli Lilly

IBM

7 Henry Schacht

Former CEO Lucent Technologies

Johnson & Johnson

8 Edward Rust Jr.

CEO State Farm Insurance

The McGraw-Hill Companies

9 Adelia Coffman

Qualcomm co-founder

Qualcomm

10 John Stafford

Former CEO Wyeth

Verizon Communications

CONFLICTS OF INTEREST

CalPERS is opposing the following directors because they have

business relationships with their companies or familiy relationships that may

pose conflicts:

Director

Company

1 Jerry Choate

Former CEO Allstate

Amgen

2 Jerome York

Former CEO MicroWarehouse

Apple Computer

3 John Malone

Chairman Liberty Media

Bank of New York

4 Lawrence Small

Secretary Smithsonian Institution

Chubb

5 Charles Prince

Citigroup CEO

Citigroup

6 L Phillip Humann

CEO SunTrust Banks

Coca Cola Enterprises

7 Robert Rubin

Member, office of the chairman, Citigroup,

Former Treasury Secretary

Ford Motor

8 Kenneth Langone

CEO Invemed Associates

General Electric

9 Randolph Lerner

MBNA chairman

MBNA

10 Vernon Jordan

Senior managing director, Lazard Freres

Xerox

UNRESPONSIVE BOARD MEMBERS

CalPERS is opposing the following directors because they failed

to implement winning shareholder resolutions:

Director

Company

1 W. James McNerney Jr.

CEO 3M

3M

2 F. Duane Ackerman

CEO BellSouth

Allstate

3 Edward Fogarty

Former CEO Tambrands

Avon Products

4 John Biggs

Former CEO TIAA-CREF

Boeing

5 Bruce Karatz

CEO KB Home

Edison International

6 James Kilts

CEO Gillette

Gillette

7 Ivan Seidenberg

CEO Verizon Communications

Honeywell International

8 R Lawrence Montgomery

Kohls CEO

Kohls

9 Donald Carty

Former CEO AMR

Sears Roebuck

10 Richard Kovacevich

CEO Wells Fargo

Wells Fargo

POOR ATTENDANCE

CalPERS is opposing the following directors because they missed

more than a fourth of the board and committee meetings they were supposed to

attend in 2003:

Director

Company

1 Michael Armacost

Stanford University professor

AFLAC

2 Klaus Mangold

Executive adviser to the chairman,

DaimlerChrysler

Chubb

3 John Schiff Jr.

CEO Cincinnati Financial

Cincinnati Financial

4 Terry Lautenbach

Former senior vice-president IBM

CVS

5 Vernon Jordan

Senior managing director, Lazard Freres

Dow Jones

6 John Thornton

Professor, Tsinghua University, Beijing

Ford Motor

7 Sanford Litvack

Partner, Quinn Emanuel Urquhart Oliver

& Hedges

Hewlett-Packard

8 Sir Christopher Gent

Former CEO Vodafone Group

Lehman Brothers

9 Alan Horn

President Warner Bros.

Univision Communications

Note: Some directors were targeted by CalPERS for more than

one reason, and at some companies more than one director was targeted.

Data: CalPERS


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