Roy Disney's resignation letter
Dear Michael,
It is with deep sadness and regret that I send you this letter of resignation from the Walt Disney Company, both as Chairman of the Feature Animation Division and as Vice Chairman of the Board of Directors.
You well know that you and I have had serious differences of opinion about the direction and style of management in the Company in recent years. For whatever reason, you have driven a wedge between me and those I work with even to the extent of requiring some of my associates to report my conversations and activities back to you. I find this intolerable.
Finally, you discussed with the Nominating Committee of the Board of Directors its decision to leave my name off the slate of directors to be elected in the coming year, effectively muzzling my voice on the Board ― much as you did with Andrea Van de Kamp last year.
Michael, I believe your conduct has resulted from my clear and unambiguous statements to you and the Board of Directors that after 19 years at the helm you are no longer the best person to run the Walt Disney Company. You had a very successful first 10-plus years at the Company in partnership with Frank Wells, for which I salute you. But, since Frank's untimely death in 1994, the Company has lost its focus, its creative energy, and its heritage.
As I have said, and as Stanley Gold has documented in letters to you and other members of the Board, this Company, under your leadership, has failed during the last seven years in many ways:
1. The failure to bring back ABC Prime Time from the ratings abyss it has been in for years and your inability to program successfully the ABC Family Channel. Both of these failures have had, and I believe, will continue to have, significant adverse impact on shareholder value.
2. Your consistent micro-management of everyone around you with the resulting loss of morale throughout this Company.
3. The timidity of your investments in our theme park business. At Disney's California Adventure, Paris, and now in Hong Kong, you have tried to build parks "on the cheap" and they show it, and the attendance figures reflect it.
4. The perception by all of our stakeholders ― consumers, investors, employees, distributors and suppliers ― that the Company is rapacious, soul-less, and always looking for the "quick buck" rather than the long-term value which is leading to a loss of public trust.
5. The creative brain drain of the last several years, which is real and continuing, and damages our Company with the loss of every talented employee.
6. Your failure to establish and build constructive relationships with creative partners, especially Pixar, Miramax, and the cable companies distributing our products.
7. Your consistent refusal to establish a clear succession plan.
In conclusion, Michael, it is my sincere belief that it is you who should be leaving and not me. Accordingly, I once again call for your resignation or retirement. The Walt Disney Company deserves fresh, energetic leadership at this challenging time in its history just as it did in 1984 when I headed a restructuring which resulted in your recruitment to the Company.
I have and will always have an enormous allegiance and respect for this Company, founded by my uncle, Walt, and father, Roy, and to our faithful employees and loyal stockholders. I don't know if you and other directors can comprehend how painful it is for me and the extended Disney family to arrive at this decision.
In accordance with Item 6 of Form 8-K and Item 7 of Schedule 14A, I request that you disclose this letter and that you file a copy of this letter as an exhibit to a Company Form 8-K.
With sincere regret,
(Roy Edward Disney)
Roy E. Disney
cc: Board of Directors
From the Office of the Chairman and Chief Executive Officer, The Walt Disney Company:
Dear Roy, Thank you for your letter of resignation as vice-chairman of the board, which I received yesterday in New York. I guess the Thanksgiving holiday must have been a little strained in the Disney household this year. You have released your letter publicly but I would prefer to keep this one private, in order to be able to respond candidly.
It is a pity we have to part this way, although I have had plenty of experience of personal ruptures and vendettas in my time at Disney. It sometimes feels as if a year would not be complete without having to pay off someone, or be sued by them, over the leadership of the company.
And then there is you, Roy. Didn't you enjoy that great scene in Finding Nemo, where Bruce the shark, who has been trying to kick the habit of eating fish, scents blood in the water? That reminded me of you, unable to resist going after me, the same way that you and your fellow director Stanley Gold went after the Disney board in 1984.
Maybe your timing is a little off this time. I was pretty weak a year ago, with the stock price down and grumbles about my packing the board with insiders. But guess what, the shares are doing better these days, and I have implemented some corporate governance reforms to get rid of some dead wood. It is just a shame that the dead wood included you.
All in all, I am tempted to quote your father's words in 1967, when he ran Disney after Walt's death. "I have often thought of retiring. In fact, for the past five years, I have been trying to do so, but now it is out of the question . . ." he wrote in a letter recorded in Building a Company: Roy O. Disney and the Creation of an Entertainment Empire, by Bob Thomas.
But we go back a long way, and since your letter arrived on a Sunday, I have had time to reflect on it. Time passes, Roy, and I am not Peter Pan. I am 61 now and, by next year, I shall have run Disney for two decades. Indeed, my contract expires in 2006 and you are (sadly) not the only one to want a clear succession plan.
That has set me thinking about how creative companies are run, and the qualities my successor should have. You mentioned in your letter Frank Wells, who died in a helicopter crash in 1994. Like you, I still miss Frank. He was a great negotiator, and had a fine business brain. Some people say I performed best as the creative force in a partnership with someone who could temper my eccentricities.
In fact, a lot of great media and technology companies have been built that way, with a partnership between a manager and a visionary. Take Sony, founded by Masaru Ibuka and Akio Morita. While Morita dealt with the hard business decisions, Ibuka thought up products such as portable tape recorders. Disney itself had the founding relationship of Walt, the creative genius, and your father Roy, an astute financier.
I modelled myself on Walt rather than Roy. Once, when he was asked by a young boy what he did, Walt said: "Sometimes I think of myself as a little bee. I go from one area to another, and gather pollen, and sort of stimulate everybody." That may be what you mean by "your consistent micro-management of everyone around you with the resulting loss of morale throughout this company".
After Frank's death, I tried to prove I could manage the numbers as well as the creative side. You think I tried too hard - that Disney is now "rapacious, soulless and always looking for the 'quick buck' ". But since we bought Capital Cities/ABC in 1995, this has become a big place - it employs 112,000 people and has a market value of $46bn. It cannot be run like a little cartoon studio any more.
On reflection, however, perhaps I should have chosen whether to be a creative type or a financial strategist. I was not willing to divide the responsibilities with Jeffrey Katzenberg, and the less said about Mike Ovitz the better. I was always touchy about not being dominant: even in my original talks with Frank, I insisted on being chairman and chief executive, leaving him as president.
Like you, I am most worried about the possibility that Disney might lose its creative edge. After all, some of our best recent films have been the animation films made for us by Pixar - Toy Story, Monsters Inc and Finding Nemo. It troubles me to see our traditional animators struggling to attract an audience, while I negotiate painfully with Steve Jobs about renewing our contract with Pixar.
Actually, that gives me an idea. My most likely internal successor at the moment is Bob Iger, Disney's president and chief operating officer, who used to run ABC. But ABC has been a weak spot for us, which we are still working to fix, as you say. Maybe the board should think more imaginatively about this. After all, Steve has shown at both Pixar and Apple that he is a canny business leader with the ability to foster creative talent.
Last time I looked, Pixar had a market value of only about $3.8bn, so we could easily afford to swallow it, if Steve agreed to succeed me as chairman of Disney. Bob could even be chief executive. What better way would there be to re-establish our primacy in animation, and get fresh leadership? Roy, I'm getting excited by the idea already. It is just a shame you won't be on the board to see it.
Yours ever,
Michael Eisner. 罗伊?迪斯尼的辞职信
亲爱的迈克尔:
我怀着深切的伤感和遗憾,向您发出这封辞职信,要求辞去沃尔特迪斯尼公司副董事长及动画片部门(Feature Animation Division)董事长的职位。
您很清楚,最近几年,我们两人在公司管理方向和风格方面存在严重的意见分歧。无论出于何种理由,您破坏了我与同事之间的关系,甚至要求我的一些同事向您汇报我的谈话和活动内容。对此我觉得难以容忍。
经过一番商讨,您与董事会提名委员会最终决定,将我排除在明年的董事候选名单之外,这实际上压制了我在董事会的声音,与去年您对安德里亚?范德坎普(Andrea Van de Kamp)的所作所为相差无几。
迈克尔,我认为您这样做的理由是,我曾清楚而明确地对您和董事会表示,执掌帅印19年后,您已不再是经营沃尔特迪斯尼公司的最佳人选。最初十几年,您与弗兰克?威尔斯(Frank Wells)合作,干得很出色。对此,我向您表示敬意。但自从弗兰克1994年过早辞世后,公司的重心、创造活力及传统便一并消失了。
正如我所言,也正如斯坦利?戈尔德(Stanley Gold)在写给您及其他董事的信中所记载的那样,过去7年中,公司在您的领导下经历了多次失败:
未能将美国广播公司(ABC)《黄金时段》(Prime Time)节目从多年的收视率深渊中挽救出来,您也未能成功地为ABC家庭频道(ABC Family Channel)编排节目。这两大失败已经,而且我认为还将继续对股东价值产生严重的不利影响。
您对周围每个人总是微观管理,导致公司上下士气尽失。
您对主题公园业务的投资畏首畏尾。先是迪斯尼加州冒险乐园(California Adventure)、巴黎乐园,再是现在的香港乐园,您都试图“以便宜的方式”完工,乐园倒是便宜了,游客人数也跟着“便宜”了。
无论是顾客、投资者、员工,还是发行商、供应商,公司所有利益关系人都认为,我们贪婪无情,总在追求“急功近利”而非长期价值,公众的信任因而丧失。
前几年创造性人才的流失大家有目共睹,而该趋势至今仍未见停止。每位有才华员工的流失,都对公司造成了损害。
您未能与创造性伙伴建立并巩固建设性关系,尤其是Pixar、米拉麦克斯(Miramax)以及播放我们产品的有线电视公司。
您一贯拒绝制订明确的继任计划。
总之,迈克尔,我真心认为,应该离开公司的是您而不是我。因此,我再次要求您辞职或引退。在沃尔特迪斯尼公司成立以来充满挑战的这个时刻,公司理应拥有新鲜的、富于活力的领导层,正如1984年时一样,当时我领导公司进行了重组,此举将您招至麾下。
我一直并将永远效忠和尊敬这个由我叔父沃尔特(Walt)和父亲罗伊(Roy)创建的公司,忠于我们忠诚的员工和股东。我不知道您和其他董事能否理解,对于我和迪斯尼家族的成员来说,做出这个决定是多么令人痛苦。
我要求您按照8-K报表(Form 8-K)第六条、14A表(Schedule 14A)第七条的规定披露本函,并提交一份函件副本,作为公司8-K报表附件。
您诚挚而遗憾的
罗伊?爱德华?迪斯尼
抄送:董事会
发信人:沃尔特迪斯尼公司(Walt Disney Company)董事长兼首席执行官办公室
亲爱的罗伊:我昨天在纽约收到你的辞职信,谢谢你愿意辞去董事会副董事长一职。我猜想,今年迪斯尼家族的感恩节一定过得不是那么轻松。你已把辞职信公诸于众,但我宁愿不公开此信,这样才能直言不讳。
真遗憾,我们不得不以这种方式分道扬镳,尽管我在迪斯尼期间已历经了许多个人仇视和争斗。有时我甚至觉得,如果哪一年没有挤走什么人,或者被人起诉,这年就仿佛缺了点什么。
接着就轮到你了,罗伊。你难道不喜欢《海底总动员》(Finding Nemo)中那个壮观的场面吗?那条叫做布鲁斯(Bruce)的鲨鱼一直试图戒除吃小鱼的恶习,却始终在水中追逐血腥。那个场面就让我想到你。你总是情不自禁地对我紧追不放,就像你和你的董事会同伴斯坦利?戈尔德(Stanley Gold)1984年攻击迪斯尼董事会一样。
也许,这一次你时机没把握好。一年前我的处境岌岌可危,公司股价下跌,大家都对我颇有怨言,认为我把董事会变成了内部人士的天下,但猜猜现在怎样?近期股价涨势喜人,而且我还实施了一些公司治理改革,清除些许朽木。遗憾的是,朽木里面就包括你。
总而言之,我很乐意引用你父亲在1967年说的那番话。当时,沃尔特去世了,由他接掌迪斯尼。他在一封信中这样写道:“我经常考虑引退。事实上,过去5年中,我也一直试图这么做,但现在已经不可能了……”这封信收录在鲍勃?托马斯(Bob Thomas)写的一本书中,书名是《成长的历程:罗伊?O?迪斯尼与一个娱乐王国的缔造》
我们之间的恩怨由来已久。我是在周日收到你的辞职信的,因此有时间好好思量一番。罗伊,岁月不饶人啊,我可不是小飞侠,我今年都61了,到明年,我掌管迪斯尼就满20年了。事实上,我的任职合同2006年届满,因而,(让人难过的是)需要明确的接任计划的人不止你一个。
也正是因为这一点,我在想,创作型企业该如何运作,我的后任又该具备哪些素质呢?你在信中提到弗兰克?威尔斯(Frank Wells)。他1994年在直升机失事中不幸身亡。和你一样,我也仍然想念弗兰克。他不仅是个伟大的谈判家,而且有精明的商业头脑。有人说,当我和能够调和我古怪脾气的人一起工作时,我的创造力就能得到最佳发挥。
事实上,经理人与梦想家搭档缔造了许多著名的媒体与科技公司。以索尼为例吧,井深大(Masaru Ibuka)和盛田昭夫(Akio Morita)共同创立了索尼,然后由盛田昭夫去处理一个个棘手的商业难题,而井深大则发明了便携式录音机等产品。就迪斯尼本身而言,即是创造天才沃尔特和你父亲罗伊这样精明的金融家之间的完美结合。
我的行事更像沃尔特,而不是你父亲罗伊。有一次,有个小男孩问沃尔特他干了些什么,沃尔特回答说:“有时我觉得自己是一只小蜜蜂,从一个地方飞到另一个地方,到处采集花粉,给人打气。”你那句“你总是对周围所有的人微观管理,结果导致公司上下士气尽失”,大概就是这个意思吧。
弗兰克去世后,我努力想要证明:我有能力同时驾驭公司的经营和创作型业务。你认为我努力过头了――你说“迪斯尼现在‘贪婪无情,总在追求急功近利’”。但自从我们在1995年买入Capital Cities/ABC以来,迪斯尼已经成为一个大家庭,现在我们有11.2万员工,市值460亿美元,我们不能再把它当作一间小小的卡通作坊来经营了。
不过细想起来,或许我本应该做出选择,到底该成为一名创意大师还是金融战略家。我不愿与杰弗里?卡岑伯格(Jeffrey Katzenberg)共同承担责任,更不愿人们提到迈克尔?奥维兹(Mike Ovitz)。我总是因不能独掌大权而焦躁不安:即使是最初与弗兰克谈话时,我也坚持要一人兼任董事长和首席执行官,让他作公司总裁。
和你一样,我最担心的是迪斯尼可能失去其创作优势。毕竟,我们最近一些卖座影片都是Pixar为我们制作的动画电影,比如《玩具总动员》(Toy Story)、《怪物公司》(Monsters Inc)、《海底总动员》(Finding Nemo)等等。看到我们的传统动画制作者费尽心机却难以吸引观众,我真的很郁闷,同时又不得不和史蒂夫?乔布斯(Steve Jobs)进行痛苦的谈判,求他续签我们与Pixar的合约。
这居然让我心生一计。目前,公司最有可能接替我位子的人是迪斯尼总裁兼首席营运官鲍勃?伊格尔(Bob Iger)。他曾负责美国广播公司(ABC)。但美国广播公司一直是我们的一个瘸腿部门,正如你所说,我们仍在对它进行修修补补。或许在考虑接班人方面,董事会应该更具想象力。毕竟史蒂夫在Pixar和苹果公司(Apple)的经历已经表明,他是个精明的商业领导人,也有能力培养创作才能。
我最近看到的数字显示,Pixar市值仅约38亿美元,因此要吃下它可以说易如反掌,但前提是史蒂夫同意接替我担任迪斯尼的董事长。至于鲍勃?伊格尔,他甚至有可能做首席执行官。要想夺回动画领域的头把交椅,并让领导层面貌一新,难道还有比这更妙的方法吗?罗伊,一想到这些我就已经很兴奋了。可惜的是,你已离开董事会,无缘看到这一切了。
你永远的
迈克尔?艾斯纳