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Safeway Board Against Splitting Posts

NEW YORK - Safeway, Inc.'s board of directors is recommending that shareholders vote against proposals that seek to separate the posts of chairman and chief executive held by Steven Burd, a government filing said on Tuesday, according to a Reuters report.

The board of Safeway, which six public pension funds have accused of being riddled with conflicts of interest, said in the filing that Safeway's corporate governance structure, with its emphasis on "independence and accountability," made it unnecessary to require that the offices of chairman and c.e.o. be separated.

"The board believes that combining the offices of c.e.o. and chairman contributes to a more efficient and effective board," Safeway's board said in a proxy statement filed with the Securities and Exchange Commission, ahead of the May 20 meeting in Pleasanton, Calif.

It added that if, in the future, it determines that the two offices should be separated, it can do so, but as long as it believes that the current arrangement is in the best interests of the company, it should not be constrained by a bylaw requiring that the two positions be separate.

The call for the separation of Burd's job follows a shareholder revolt that led Walt Disney Co. to strip Michael Eisner of his role as chairman last month. Eisner remains Disney's chief executive.

In a statement, announcing the proxy filing, Burd said Safeway's "board of directors is actively considering additional enhancements to its corporate governance."

But last week CalPERS, the largest U.S. public pension fund, said it would withhold its vote for Burd and two other directors seeking reelection at next month's meeting. It also challenged Burd's leadership, citing a $20 billion loss in shareholder value at Safeway since 2001.

Connecticut State Treasurer Denise Nappier, among the public investment officials driving a Safeway "vote no" campaign, also told Reuters last week that the pension funds would accept nothing less than the splitting of Burd's positions, or even his replacement altogether.
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