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Second Disney board member quits

Disney: Expressed anger and bitterness at the company.
Disney: Expressed anger and bitterness at the company.

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(CNN) -- Stanley P. Gold has resigned from the board of directors of the Walt Disney Company, a day after Roy Disney also gave up his spot.

"It is with regret that I resign effective immediately from the board of directors of the Walt Disney Company and second Roy Disney's call for the removal of Michael Eisner as chairman and CEO," wrote Gold, who has worked with the company for more than 15 years, and helped bring Eisner to Disney.

Gold said his efforts in the past three years to change the company had only made the board serve "as a bulwark to shield management from criticism and accountability.

At this time, I believe there is little that I can achieve by working from within to refocus the company. I hope that my resignation will serve as a catalyst for change at Disney."

Earlier, in a rare public flare-up at a media behemoth that prides itself on its wholesome image, the nephew of Walt Disney resigned from the media company's board of directors and, in a stinging letter, told Eisner that he should also step aside.

"It is my sincere belief that it is you who should be leaving and not me," vice-chairman Roy E. Disney, 73, wrote in the letter dated Sunday and addressed to Eisner and members of the board.

"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."

The letter expressed anger and bitterness at the company.

"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," Disney wrote. "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."

Disney complained that he had been muzzled and his name was omitted from the slate of directors to be elected next year, and he blamed Eisner for that and a host of other failings.

"Michael, I believe your conduct has resulted from my clear and unambiguous statements to you and to the board of directors that after 19 years at the helm you are no longer the best person to run the Walt Disney Company."

Over the past decade, "the company has lost its focus, its creative energy and its heritage," he wrote.

Disney then cited his complaints about Eisner:

• His failure to raise ABC's prime time ratings from their "abyss;"

• "Your inability to program successfully the ABC Family Channel."

Eisner: Disney listed his complaints about the CEO.
Eisner: Disney listed his complaints about the CEO.

• "Your consistent micro-management of everyone around you with the resulting loss of morale throughout this company."

• "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."

• The perception among "stakeholders -- consumers, investors, employees, distributors and suppliers -- that the company is rapacious, soul-less, and always looking for the 'quick buck' rather than long-term value, which is leading to a loss of public trust."

• "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.

• "Your failure to establish and build constructive relationships with creative partners, especially Pixar, Miramax, and the cable companies distributing our products.

• "Your consistent refusal to establish a clear succession plan."

In a written statement, the board's presiding director, former Sen. George Mitchell, said that, under the company's mandatory age limits, Disney and two other board members had been told they would have to retire.

"It is unfortunate that the committee's judgment to apply these unanimously adopted governance rules has become an occasion to raise again criticisms of the direction of the company, and calls for change of management, that have been previously rejected by the board," the statement said.

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