Viacom Names Independent Directors to Boards of CBS & New Viacom

Posted In | News Categories: People | Geographic Region: All, Europe | Site Categories: People
Viacom Inc. today (Nov. 22, 2005) announced the election of seven independent directors to the boards of the two new publicly traded companies that will be created following the separation of Viacom. Four directors join the board of CBS Corp. and three directors join the board of new Viacom, upon completion of the separation, is expected to occur by the end of 2005.

Charles K. Gifford, Bruce S. Gordon, Ann N. Reese and Judith A. Sprieser have been elected directors of CBS Corp. They join CBS board members David R. Andelman, Joseph A. Califano Jr., William S. Cohen, Philippe P. Dauman, Leslie Moonves and Robert D. Walter, as well as Sumner M. Redstone and Shari Redstone, who will serve as chairman and non-exec vice chair, respectively.

Thomas E. Dooley, Ellen V. Futter and Robert K. Kraft have been elected directors of new Viacom. They join new Viacom board members George S. Abrams, Philippe P. Dauman, Tom Freston, Alan C. Greenberg, Charles E. Phillips Jr., Frederic V. Salerno and William Schwartz, as well as Sumner Redstone and Shari Redstone, who will serve as chairman and non-exec vice chair, respectively.

The Audit, Compensation and Nominating and Governance Committees for the Boards of both companies will be comprised of the following independent directors:

CBS Corp.
* Audit Committee: Charles K. Gifford (chair), Joseph A. Califano Jr., Ann N. Reese

* Compensation Committee: Judith A. Sprieser (chair), Bruce S. Gordon, Robert D. Walter

* Nominating and Governance Committee: Joseph A. Califano Jr. (chair), Charles K. Gifford, Judith A. Sprieser

New Viacom
* Audit Committee: Frederic V. Salerno (chair), Thomas E. Dooley, Charles E. Phillips, Jr.
* Compensation Committee: Robert K. Kraft (chair), Frederic V. Salerno, William Schwartz
* Nominating and Governance Committee: William Schwartz (chair), Robert K. Kraft, Frederic V. Salerno

"We are extremely pleased and honored that these outstanding and accomplished individuals have agreed to join the CBS Corp. and new Viacom Boards,” Sumner Redstone “Each brings a strong record of accomplishment and discipline that will complement the capabilities of our current board members. CBS Corp. and new Viacom will each have strong independent boards that can work closely with Shari and me, and with Leslie Moonves and Tom Freston and their respective management teams, to set the right strategic courses for both companies."

CBS Corp.

Charles K. Gifford, 63, is chairman emeritus of Bank of America Corp., one of the world's largest financial institutions, and he continues to serve on the corporation's board of directors. Gifford was chairman/ceo of BankBoston prior to its 1999 merger with Fleet Financial Group, and was named president/coo of the combined companies. Gifford became ceo of FleetBoston Financial in 2001 and chairman in 2002, and helped steer the bank's 2003 merger with Bank of America. He is also a director of NSTAR.

Bruce S. Gordon, 59, was named president/ceo of the National Association for the Advancement of Colored People (NAACP) in June 2005. He began his career in 1968 at Bell of Pennsylvania and helped the company navigate through a string of mergers that led it to become Verizon Communications Inc. Gordon served in a number of operating and marketing roles, until he retired in December 2003 as president, Retail Markets. He is on the boards of Southern Co. and Tyco International Ltd.

Ann N. Reese, 52, is the co-founder/exec director of the Center for Adoption Policy, a New York-based non-profit organization focused on current legislation and practices governing adoption around the world. She previously spent more than 25 years in a career in finance, including serving as a principal of Clayton, Dubilier & Rice from 1999 to 2000, and evp/cfo of ITT Corp. from 1995 to 1998. Reese serves on the boards of Jones Apparel Group Inc., Merrill Lynch & Co. Inc., Sears Holdings Corp. and Xerox Corp.






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