Viacom Independent Board Members Vow Challenge to ‘Legally Flawed’ Removals

Lead independent director says removing board members would be “inconsistent with Sumner’s lifetime commitment to an independent Board”


Viacom’s independent board members vowed to fight any attempt to oust them in a letter to shareholders on Monday.

The letter from the board’s lead independent director, Frederic Salerno, came in response to speculation that chairman emeritus Sumner Redstone might try to oust board members. Amid ongoing questions about Redstone’s mental competence, the letter suggested that his daughter might be behind any removals.

“We know that such an attempt, on its face, would be completely inconsistent with Sumner’s lifetime commitment to an independent Board and professional management for Viacom after his incapacity or death,” Salerno wrote.

“More specifically, it would be equally inconsistent with his stated judgment for many years that his daughter, Shari, should not control Viacom or his other companies,” Salerno continued.

Salerno went on to say that he and the five other independent directors of Viacom’s 11-member board could simply give in and allow their removal to minimize controversy. “But to a person, we feel the responsibility to challenge in court what we honestly believe would be legally flawed removals,” he said.

Salerno concluded by saying that he and the other board members will continue to act in the best interest of the company. “To that end, one important step we are considering is a minority investment in Paramount that can contribute not only direct financial funding but commercial and strategic opportunities as well,” he said.

Chairman Emeritus Sumner Redstone recently removed company chairman, president and CEO Philippe Dauman from the seven-person family trust that holds an 80 percent stake in both Viacom and CBS.

Since then, the in-fighting between Dauman/Viacom and the Redstone family has been nearly constant.

The six independent board members are:

-Frederic V. Salerno, Lead Independent Director. The former Verizon Communication chief financial officer was elected in 2006.

-Cristiana Falcone Sorrell. Falcone Sorrell was elected in March, 2013. She also serves as senior adviser to the chairman at the World Economic Forum.

-Blythe J. McGarvie. McGarvie joined the board in 2007. She holds an outside position as president of Leadership for International Finance, LLC.

-Deborah Norville. Norville was elected in March 2013. The Emmy winner has anchored “Today” and “Inside Edition,” among other TV news institutions.

-Charles E. Phillips, Jr. Phillips held the title of director at the former Viacom Inc, which was subsequently split into two entities — CBS Corp and Viacom Entertainment.

-William Schwartz. A counselor to law firm Cadwalader, Wickersham & Taft, Schwartz was also elected in 2006.