Back On The Boards p. 11

By: George Garneau Newspaper Association of America president and CEO
Cathleen Black returns to corporate director posts sp.

AFTER A BRIEF respite, Newspaper Association of America president and CEO Cathleen Black has returned to the corporate directors circuit.
Black resigned from the boards of Coca-Cola Co. and Gannett Co. Inc. in 1991 in order to take the helm of the nation's biggest newspaper trade group, a job that paid $815,000 a year two years ago.
A former NAA board member said that before Black was hired, a majority of the board voted to make its job offer contingent on her resigning her directorships.
"It was a deal breaker," said the former board member. "The board felt she owed her full loyalty to the newspaper association and not to any outside business."
But in the last year or so, the board has quietly given Black permission to accept directorships.
Last October she rejoined the Coca-Cola board, which pays outside directors a $50,000 annual "retainer fee" plus $1,500 per meeting attended.
In 1992, she was elected to the board of Notre Dame University, where directors receive no pay and pay their own expenses to attend three scheduled meetings a year, a university spokesman said.
NAA chairman Charles Brumback, who is also Tribune Co. chairman and CEO, effused about the value of Black's outside directorships to NAA members.
"I have no problem with it because I think it helps the industry to have a CEO who has contacts with people like those on the Coca-Cola and Notre Dame boards," Brumback said. "I think it benefits every member of NAA to have her serving on a few select boards because she projects the leadership of our industry to the outside community."
Besides, he said, Coke "is not a big advertiser in newspapers ? we wish they were ? and we hope her presence highlights the awareness of newspapers as a medium."
Brumback said he was unconcerned about Black being distracted from NAA business.
"I think she can handle the management very well," he said, adding, "I don't want our association head sitting in her office waiting for the phone to ring or telling people how to do their jobs."
He said that in 1991 the search committee discussed Black's directorships "and decided it was appropriate for Cathie to come in without any board memberships."
The reason, he said, was, "When you come into a new job, it was felt by the people who hired her that it would be more appropriate."
To the best of his recollection there was no NAA board vote on the issue, and it was not addressed in her contract.
Last year, however, when Black was invited to rejoin the Coca-Cola board and consulted NAA directors, "the decision was made that it would be in the best interests of the newspaper industry" for her to take the post, Brumback explained.
He said NAA directors did not object to the association's chief executive serving on "select boards" but would not condone a directorship at, for example, a public company that is an NAA member.
While Brumback refuses outside directorships by personal choice, he called the issue an employment matter. Black did not return phone calls.
A r?sum? that was circulated at the time of her appointment noted her service on the boards of such non-profit organizations as President Bush's Points of Light Foundation, the Advertising Council and United Way of America.
Former NAA chairman Donald Newhouse, president of Newhouse Newspapers, said the NAA's board approved Black's return to the Coca-Cola board because "it was right and proper . . . . She felt she could make the commitment and asked the board and got permission."
Newhouse confessed to a foggy recollection but said he thought Black resigned from her outside directorships in 1991 "because she thought it best."
"I don't think there was any controversy about it in 1991, and there was not any controversy in 1993 . . . ."
There has been disagreement, however. "People object to her serving on any board, and they have spoken out and we respect that," Newhouse said.
Newhouse said Black was doing "a wonderful job and has the confidence of the vast majority of the board . . . . To make an artificial controversy over an event the public has known for the last eight months seems to me to be just gratuitous and not beneficial to newspapers." EnP
?( Cathleen Black) [Photo]