DISNEY RIPPED ON CEO SEARCH EX-BOARD MEMBERS SLAM EISNER'S ROLE.

Byline: Greg Hernandez Staff Writer

In an open letter to the board of directors of The Walt Disney Co. Thursday, Roy E. Disney and Stanley P. Gold blasted the process for choosing a successor for CEO Michael D. Eisner.

The dissident ex-board members had earlier praised the board for hiring an independent recruiting firm to conduct the search but said their faith has been ``seriously eroded'' after learning from ``sources'' that all CEO candidates will be interviewed in the presence of Eisner.

``It is inconceivable how you can expect a real candidate for the CEO position to come in and discuss in a thoughtful and meaningful way strategic issues, the decisions made by senior management over the last ten years, and how the candidate would approach the important issues now facing Disney, with Michael Eisner sitting in the room,'' Disney and Gold wrote.

It was Disney and Gold who engineered a shareholder revolt a year ago that resulted in Eisner being stripped of his job as board chairman although he remains CEO of the company. He announced in September that he would be stepping down in Sept. 2006 when his current contract expires. The board has stated it will choose a new CEO by June.

In a statement Thursday, the company said Disney and Gold ``have been consistently wrong in the past and this is nothing more than a perpetuation of a campaign of distortions aimed at advancing their own personal agenda.''

Their frequent public battles against Eisner began when Roy Disney was dropped from the board in 2003 when he reached the mandatory retirement age. Gold is a former chief lieutenant of the company's board.

In contrast to the fireworks from 2004, this year's annual shareholder meeting in Minneapolis saw Eisner and other board members easily re-elected to the board as the company enjoys continued strong earnings growth.

Disney and Gold said the company has yet to interview any outside candidates for the CEO job and were also critical of Eisner for what they call a campaign in both the media and on Wall Street touting his preferred internal candidate, Disney President and COO Robert Iger, at company expense.

``His choice of Bob Iger is nothing more than a ploy to hang on to power in some capacity and preserve his legacy,'' they charged.

At last month's shareholder meeting, Board Chairman George Mitchell said the search firm of Heidrick & Struggles has ``strongly advised'' the board to keep the details of the search private.

``That will permit the board to frankly go about the business of choosing wisely and well.... We approach this decision in good faith, with open minds,'' Mitchell said. ``There has been no prior determination; there are no preconditions.''

Greg Hernandez, [phone]

greg.hernandez(at)dailynews.com