Risk & Compliance

Shakeups on Comcast, Best Buy Boards

Brian Roberts plans to resign from Comcast's governance and directors nominating committee; Mark Thompson surrenders his Best Buy seat due to a con...
Stephen TaubMay 18, 2004

As pension funds and shareholder activists flex their governance muscles, a growing number of companies are apparently becoming more responsive to the concerns being raised.

Comcast president and chief executive officer Brian Roberts has announced that he plans to resign from the cable giant’s governance and directors nominating committee, according to Reuters. He made the announcement in a letter last week to Martha Carter, a senior vice president and director of Institutional Shareholder Services, which had questioned his participation on the committee.

The committee oversees the governance of the company’s board of directors, the size and responsibilities of the board and its committees, and the company’s succession plans for senior executives, according to the wire service.

Roberts noted that the company charter requires him to serve on the committee as long as he is either chairman or CEO and that “we have been advised by legal counsel that it would be a violation of our corporate charter for me to resign pending shareholder approval of this charter amendment.”

He added that he will recuse himself from any participation in committee activities until Comcast’s May 26 annual meeting — and thereafter, “in the unlikely event that the charter amendment does not pass.”

Meanwhile, Best Buy Co. Inc. announced that Mark Thompson resigned from its board of directors due to a conflict of interest.

The electronics retailer noted that in December 2002, Thompson — an independent director who had served on the audit committee from March 2000 to August 2003 — entered into a personal service agreement with Ernst & Young LLP, the company’s independent auditor.

The agreement was not disclosed to the company by either Thompson or Ernst & Young until earlier this month.

From December 2002 to April 2004, E&Y paid Thompson a total of $377,500 for his services, plus reimbursement of expenses.

At the time of his resignation, Thompson served on Best Buy’s compensation and human resources committee and the nominating, corporate governance and public policy committee. His term as a director would have expired on June 24.

Best Buy stressed that Thompson’s resignation was not the result of a disagreement with the company and it does not believe that Ernst & Young’s independence was impaired as a result of the personal service agreement.