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State Pension Officials Accuse Safeway Leaders of Conflict

By Mary Williams Walsh, The New York Times

March 25, 2004

Fresh from a victory against Michael D. Eisner, the chief executive of the Walt Disney Company, some state pension officials are taking aim at the leadership of Safeway, the supermarket chain.

Officials of more than 10 public pension funds plan to start a campaign today to urge Safeway shareholders to withhold their votes from the chairman and chief executive, Steven A. Burd, and two Safeway directors, Robert I. MacDonnell and William Y. Tauscher, at the company's annual meeting in May. 

The pension funds, which collectively hold about 7 million of Safeway's 445 million outstanding shares, are expected to announce their governance initiative at a meeting of institutional investors in Washington.

People who have been briefed on their plans said they would identify conflicts of interest in the Safeway boardroom that they think are keeping the directors from representing shareholder interests adequately. 

Several of the conflicts involve ties to the buyout firm Kohlberg Kravis Roberts & Company, which took Safeway private in the 1980's, cutting thousands of jobs, these people said.

The public pension officials will contend that the directors have looked the other way as Mr. Burd permitted the company's total market value to drop by $20 billion over the last five years. Although the pension fund officials have identified several directors who may have conflicts of interest, they are singling out Mr. MacDonnell and Mr. Tauscher, the only two nonexecutive directors running for re-election this year.

Safeway issued a statement yesterday saying the initiative by the pension trustees was politically motivated. The statement suggested that the state officials had made common cause with organized labor in the wake of the recent long supermarket strike in California. 

"This action has everything to do with an ongoing union campaign against Mr. Burd," the statement said, "and nothing to do with legitimate corporate governance issues or his performance as C.E.O." 

Pension officials from California, Connecticut, Illinois, New York and several other states began criticizing Safeway's management several months ago, during the strike. In December, Denise Nappier, Connecticut's treasurer, wrote to another Safeway director, Rebecca Stirn, saying the business activities of several directors - Mr. Tauscher, in particular - might be compromising their ability to serve effectively. 

Ms. Nappier said that Mr. Tauscher had "engaged in approximately $3.5 million in related-party transactions involving Safeway," and asked for a meeting where she and other institutional investors could discuss the matter. She also pointed out that several Safeway directors had ties with Kohlberg Kravis.
Ms. Nappier's letter was signed by a number of other state treasurers and pension trustees. 

A Safeway senior vice president, Robert A. Gordon, said the assertions were false. He said the connections between Safeway, its directors, and Kohlberg Kravis were so small as to be immaterial. 

"These transactions, considered individually or in total, cannot under any reasonable standard be considered material to the companies, let alone to the individual directors," he said. Mr. Gordon added that related-party transactions involving corporate directors were not uncommon. 

Mr. MacDonnell, 66, joined Safeway's board in November 1986 as a representative of Kohlberg Kravis, where he was a partner from 1982 to 2002. Today he is retired from Kohlberg Kravis. Mr. Tauscher, 54, joined the Safeway board in May 1998. He runs a private investment firm. 

The two carry considerable influence on the Safeway board. Mr. Tauscher is the chairman and Mr. MacDonnell is a member of the board's executive compensation committee, which sets Safeway's executive pay policy and evaluates Mr. Burd's performance as chief executive each year, deciding what he will earn. 

In addition, Mr. Tauscher sits on a two-member subcommittee that approves stock-option grants and other equity awards to executives, including Mr. Burd. 


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