BARBARA SCOTT PREISKEL
Mrs. Preiskel, age 69, has been an attorney in private practice since
March 1983, when she retired as Senior Vice President and General
Counsel of the Motion Picture Association of America, Inc., a position
she had held since December 1977. She was elected a Director of the
Company in September 1985 and is Chairman of the Audit Committee of the
Board of Directors. Mrs. Preiskel is also a director of American Stores
Company, General Electric Company, Massachusetts Mutual Life Insurance
Co. and Textron Inc., serves as a trustee of the Ford Foundation,
Tougaloo College and Wellesley College, is Chairman of the Distribution
Committee of the New York Community Trust and is a director of the
American Museum of the Moving Image, the American Women's Economic
Development Corp. and the New York Philharmonic Society.
The standing committees of the Board include an Audit Committee, a
Compensation Committee, an Executive Committee and a Finance Committee. The
Board does not have a nominating committee.
The Audit Committee recommends the independent accountants appointed by the
Board to audit the consolidated financial statements of the Company, which
includes an inspection of the books and accounts of the Company, and reviews
with such accountants the scope of their audit and their report thereon,
including any questions and recommendations that may arise relating to such
audit and report or the Company's internal accounting and auditing procedures.
The Audit Committee met twice in 1993.
The Compensation Committee considers and approves the Company's incentive
compensation and bonus programs, and specifically approves all salaries of
$150,000 or more per year, all incentive compensation awards and all other
bonuses (other than sales bonuses) of $5,000 or more, and also awards stock
options. During 1993 the Committee held two meetings.
The Executive Committee has and may exercise all of the powers of the Board
delegable by law in the management of the business and affairs of the Company.
During 1993 the Executive Committee met twice.
The Finance Committee considers and makes recommendations to the Board
relating to dividend policy, major acquisitions and dispositions of businesses,
incurrence of indebtedness, selection of managers of defined benefit plan
assets, stock repurchase programs and certain other financial matters. The
Finance Committee met once in 1993.
During 1993 the Board held six regular bi-monthly meetings. Each of the
persons nominated by the Board for election as a Director attended at least 75%
of the aggregate of the total number of meetings held during 1993 of the Board
and of the committees on which he or she served.
COMPENSATION OF DIRECTORS
The only Directors of the Company who are compensated for serving in that
capacity are those who are not employees of the Company or its subsidiaries.
Each such person receives an