Why would he leave if he didnt think BIG

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rang1995

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things ahead for VOOM?? of course he isn't leaving (holdings wise) but to give up the day to day running and devote his time to VOOM(rainbow) This man knows a good thing (more or less)

By Harry Berlowitz
Staff Writer
March 31, 2004, 4:07 PM EST

At a time when Cablevision Systems Corp. chairman Charles Dolan is leaving to head a new satellite TV venture, the Dolan family has taken steps to further cement its iron hold over the company.

In one of the steps, the family recently asked the board of directors to "opt out" of certain standards that the New York Stock Exchange adopted for its listed companies in the wake of scandals in the corporate world. The board approved the request, according to a new regulatory filing.

By opting out, Cablevision does not have to obey NYSE standards that, among other things, require the majority of directors on a listed company's board to be "independent" and all of the members of the compensation and nominating committees to be independent.

Cablevision is allowed to opt out of the rules because it is a "controlled company," meaning a single family controls a majority of the votes.

"I find that disappointing," Charles Elson, director of the University of Delaware's corporate governance program, said of the opt-out decision. "The listing standards were designed to protect the interests of all public shareholders."

The Dolan family also recently entered into a voting agreement that requires all of the Class B shares of the company's stock to be voted as a block, according to the filing.

All those shares are held by the Dolan family, which controls 75-percent of the vote. It is not clear why such an agreement was necessary or whether some members of the family had been seeking to vote shares they control independently, but the move could be related to Charles Dolan's exit.

Cablevision did not have an immediate comment.

Dolan, 77, the Cablevision founder, has said that to avoid the appearance of a conflict of interest he will leave the board once Cablevision spins off its Voom satellite TV business as a separate company and he becomes chairman of that entity.

Four of the 14 corporate directors are Dolan family members, including chief executive James Dolan and two brothers.

It is unclear who if anyone would replace Charles Dolan on the Cablevision board. James Dolan would become Cablevision chairman.

Although Cablevision added two independent directors in 2002, only five or six of its 14 directors are considered truly independent. One of them, Steven Rattner, was not considered independent because in 2002 his investment firm, Quadrangle Group, made a $75-million special preferred stock investment in the company, which it has since elected to cash out.

John Tatta, a former Cablevision president who is paid a $35,000 annual consulting fee by the company, is one of three members of the board's compensation committee. Technically, he may be considered independent.

Paul Hodgson, senior research associate at The Corporate Library, a research firm, said it is especially ironic that the companies able to opt out of the NYSE standards are ones controlled by a families.

"The kinds of companies that are exempted are the kind of companies that should have more stringent corporate governance practices," he said.
Copyright © 2004, Newsday, Inc.
 

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