Bob Iger: There’s “No Evidence” It’s A Problem When A CEO Is Also Chairman

The Disney CEO and chairman seems bemused by last week’s effort by shareholder rights advocates to split the company’s two top jobs when he steps down. “This is essentially a cause looking for a problem,” Bob Iger told CNBC’s Maria Bartiromo in an interview this afternoon. “We do not have governance issues” at Disney, where nine of the 10 directors are independent and the company stock is trading near its all-time high. “We just don’t have a problem here.” Iger added that there are “no statistics that prove” companies run into conflict of interest trouble when the person who runs management also oversees the group that’s supposed to hold him or her accountable. “If you have an experienced, independent and engaged board” then “it doesn’t matter.” Last week holders of 35.5% of Disney’s shares supported a resolution urging the board to split the CEO and chairman jobs — and 42.1% opposed directors’ executive compensation decisions. Critics including proxy advisory firms Institutional Shareholder Services and Glass Lewis said, among other things, that the board hadn’t adequately tied Iger’s pay to performance. His compensation in fiscal 2012 came to $40M, a 20.3% raise, and they say the contract he negotiated in 2011 guaranteed him at least $30M even if the stock had not popped as much as it did.

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