(22 August 2005 6:00 pm)

MUMBAI: Media conglomerate Disney's board of directors have announced that they have amended its corporate governance guidelines.

The amendment provides that any director who receives a "withhold" vote representing a majority of the votes cast for his or her election would be required to submit a letter of resignation to the Board's Governance and Nominating Committee which in turn would recommend to the full board whether the resignation should be accepted.

In addition, in response to a shareholder proposal on greenmail at Disney's 2005 Annual Meeting, the Board amended the Company's bylaws to add a provision that generally prohibits the repurchase of any shares at above-market prices from any holder of more than 2% of Disney's voting securities without shareholder approval.

Disney board chairman Senator George J. Mitchell said, " This action is the latest in a series of steps we have taken to further strengthen Disney's corporate governance practices. The Board remains committed to monitoring evolving best practices and adopting new provisions, as appropriate, to serve the long-term interests of the Company's shareholders."

Disney states that its board has taken a number of actions over the last several years, including: updating its executive compensation plans with a revised management incentive bonus programme and new long-term compensation plan; separating the positions of CEO and chairman; setting annual terms for all Board members; eliminating the "poison pill;" requiring directors to each have a minimum ownership of $100,000 in Disney stock.