THE CORPORATE LIBRARY
BOARD EFFECTIVENESS RATINGS COMMENT


Comment from Ebay, Inc.:

To Whom It May Concern:

eBay respecfully disagrees with your assessment that two of its outside directors, Mr. Scott Cook and Mr. Robert Kagle, are "nominally outside directors" for purposes of your ratings. In keeping with eBay's goal to make its business as transparent as possible, eBay's disclosure of certain non-material transactions involving each of Mr. Cook and Mr. Kagle in its recent Proxy Statement is voluntary and consistent with eBay's belief that it's better to "overdisclose" in this post-Enron environment. Mere mention of these transactions in the Proxy Statement should not cause an immediate downgrade of a company's board rating, which appears to be the case under your ratings system. In fact, each of these transactions is explicitly excluded from any disclosure requirement under the operative provisions of Item 404 of Regulation S-K ("Certain Relationships and Related Transactions"). Moreover, these same non-material transactions involving Mr. Cook and Mr. Kagle continue to result in an unambiguous "independent director" classification for Mr. Cook and Mr. Kagle under even the most stringent definitions of director indepedence recently promulgated by the SEC, the NYSE, Nasdaq and Institutional Shareholder Services (ISS). We are a bit confused as to why your analysis would lead to a different result.

In light of the foregoing, we kindly request that you work to further refine your definition of director independence for purposes of your ratings system. We don't believe that eBay should be penalized for "overdisclosing" in its Proxy Statement. We believe that your current rating system creates a chilling effect that provides an inventive for companies to disclose less, rather than more, to investors. This should not be the case.

Kindest regards.

eBay Inc.

The Corporate Library Home


COPYRIGHT 1999 - 2006 THE CORPORATE LIBRARY LLC - ALL RIGHTS RESERVED
No portion of this site may be used in any form without the express written consent of The Corporate Library LLC. For licensing information, contact The Corporate Library.