The Compensation Committee (the
"Committee") is a committee of, and reports to, the Board of
Directors of The Walt Disney Company (the
"Board"). Through this Charter, the Board delegates certain
responsibilities to the Committee to assist the Board in the fulfillment of its
duties to the Company and its shareholders.
The Committee shall consist of two or more directors, all of whom shall meet
the independence standards set forth in The Walt Disney Company's Corporate
Governance Guidelines, the listing requirements of the New York Stock Exchange,
the requirements for non-employee directors in Rule 16b-3(b)(3)(i) of the rules and regulations promulgated under the
Securities and Exchange Act of 1934, as amended (the "Exchange Act"),
and the requirements for "outside directors" set forth in Treasury
Regulation 1.162-27(e)(3). Each Committee member shall be appointed annually,
subject to removal at any time by the Board. Each Committee member shall serve
until his or her Committee service is terminated by the Board.
The Committee shall hold at least four regular meetings each year,
and such additional meetings as may be required. Meetings may be called by the
Chair of the Committee, the Chairman of the Board or any two members of the
Committee. Meetings may be held at any time, in any place and in any manner
permitted by applicable law and the Bylaws of The Walt Disney Company. The
presence in person or by telephone of the lesser of two members or a majority
of the Committee shall constitute a quorum. The Committee may also act by
unanimous written consent. Any member of the Board of Directors who is not a
member of the Committee may attend any Committee meeting with the concurrence
of the Committee Chair or a majority of the members of the Committee.
To the extent practicable, the meeting agenda, draft minutes
from the prior meeting and supporting materials shall be provided to members of
the Committee prior to each meeting to allow time for review. The Committee
shall have authority to create and delegate specific tasks to such standing or
ad hoc subcommittees as it may determine to be necessary or appropriate for the
discharge of its responsibilities, as long as the subcommittee contains at
least the minimum number of directors necessary to meet any regulatory
requirements. The results of the meetings shall be reported to the full Board.
The Committee shall have direct responsibility to:
- review and approve corporate
goals and objectives relevant to the compensation of the Company's Chief
Executive Officer, evaluate the performance of the Chief Executive Officer
in light of those goals and objectives, and, either as a committee or
together with the other independent members of the Board of Directors (as
directed by the Board), determine and approve the compensation level for
the Chief Executive Officer based upon this evaluation; and
- make recommendations to the
Board of Directors with respect to non-Chief Executive Officer
compensation, incentive-compensation plans and equity-based plans; and
- produce a report of the Committee on
executive compensation as required by the Securities and Exchange
Commission to be included in the Company's annual proxy statement or
annual report on Form 10-K filed with the Securities and Exchange
To carry out these purposes, the Committee shall have
the responsibilities set forth below.
- Overall Policy: The Committee shall conduct a
periodic review of the Company's general executive compensation policies
and strategies and report and make recommendations to the Board with
The Committee shall review and approve corporate goals and objectives
relevant to compensation of the Chief Executive Officer, the Chief
Operating Officer and/or the President and any other executive officers,
and periodically evaluate their respective performances in light of such
goals and objectives. The Committee shall have authority, either as a
committee or acting together with the other independent members of the
Board of Directors (as directed by the Board) with respect to all matters
relating to compensation of the Chief Executive Officer, to determine the
compensation of the Chief Executive Officer, the Chief Operating Officer
and/or the President based on this evaluation.
- Section 162(m)
The Committee shall identify, in consultation with the management of the
Company, persons subject to Section 162(m) of the Internal Revenue Code
and/or Section 16(b) of the Exchange Act ("162(m) Executives").
Subject to the terms of any existing employment contracts, the Committee
shall establish the salaries of the Chief Executive Officer, the Chief
Operating Officer and/or the President and approve the salaries of (a)
those persons who report directly to the Chief Executive Officer, the
Chief Operating Officer and/or the President and (b) any other executive
- Bonuses: Subject to the terms of any
existing employment contracts, the Committee shall (a) set performance
targets for eligibility for bonuses, in the case of 162(m) Executives, and
(b) approve bonus awards, including any equity-based bonus awards, to
162(m) Executives and all other eligible executive officers.
- Other Incentives,
Benefits and Plans:
- The Committee shall conduct a
periodic review of the Company's benefit programs, individually and in
the aggregate, for the Chief Executive Officer, the Chief Operating
Officer and/or the President and all other executive officers.
- The Committee shall review and
approve all grants of equity-based compensation to executive officers.
- The Committee shall review,
approve, amend, and/or make recommendations to the Board relating to (i) all incentive, performance-based and equity-based
plans and (ii) such other compensation, benefit, pension or welfare plans
or programs as may be submitted to the Committee by the Chief Executive
Officer, the Chief Operating Officer and/or the President (all of the
foregoing being referred to collectively as "Plans").
- Contracts: The Committee shall review and
approve employment contracts, or compensation arrangements, for each of
- Corporate officers who are
members of the Board, regardless of salary;
- All executive officers, and the
head(s) (chairman and/or president) of each division or subsidiary
reporting to the Company's Chief Executive Officer, Chief Operating
Officer and/or President, regardless of salary; and
- Other employees of the Company
(other than employees customarily deemed "talent") whose salary
in the initial year is equal to or greater than $400,000.
In addition, the Committee shall review any other special
situation where, in the discretion of the Chief Executive Officer, the Chief
Operating Officer and/or the President, the advice and/or approval of the
Compensation Committee is requested.
- Director Compensation: The
Committee shall recommend to the Board compensation policies for outside
- Professional Development
Policies: In connection with its executive compensation responsibilities,
the Committee shall review and make recommendations to the Board regarding
the Company's policies and practices with respect to the professional
development of executive personnel, including policies and practices with
respect to professional training and executive succession within the
Company's business segments. Notwithstanding the foregoing, executive
succession planning with respect to the principal senior executives
officers of the Company shall remain within the direct purview of the
Board of Directors as a whole, as provided in the Board's Corporate
- Annual Report: The Committee
shall prepare an annual report on executive compensation for inclusion in
the Company's annual meeting proxy statement, in accordance with
applicable rules and regulations.
- Additional Assignments: The
Committee shall perform such other functions as the Board may from time to
time assign to the Committee.
The Committee shall be given the resources and assistance necessary to
discharge its responsibilities, including unrestricted access to Company
personnel and documents. The Committee shall also have the authority to engage
outside advisers as it deems necessary or appropriate. The Committee shall have
sole authority to retain and terminate any consultant or firm retained to
advise the Committee on matters within its sphere of responsibility, including
sole authority to approve the firm's fees and other retention terms.
The Committee shall review this Charter periodically for adequacy and recommend
to the Board any necessary changes.
The Committee shall conduct an annual evaluation of its performance in carrying
out its responsibilities hereunder.
1 As amended and restated by the Board of Directors on
December 2, 2003.