On Hollinger International Committees, No Room For Inc. Directors

By: E&P Staff Hollinger International Inc., publisher of the Chicago Sun-Times, announced appointments to its board of directors' committee -- and its two directors from the Toronto-based holding company Hollinger Inc. were conspicuously absent.

There was apparently no room on the committee for Inc.'s "chief restructuring officer," Randall Benson, or another Inc. director, Stanley Beck.

Inc. is the holding company now in receivership that newspaper mogul Conrad M. Black used to control what was once a worldwide empire of newspapers. It is the principal shareholder of International with super-voting shares that give it a 17.4% equity stake, but 66.8% voting stake.

In the weeks before International's annual meeting last month, Inc. publicly demanded seats on the board for two of its representatives. International initially resisted the request, arguing that there were too many conflicts between the firms. International is suing Inc. for allegedly allowing Black and other executives to loot the publisher through improper inside deals, and management and non-compete fees.

Asked to comment, an Inc. spokesman said, "Hollinger Inc. is fully supportive of the committee structure at International."

Days before the Jan. 24 meeting, International expanded its board from seven to nine people to allow Benson and Beck to be on the board while keeping its own seven candidates. International's board, which once included luminaries such as Henry Kissinger, Richard Perle, and former Illinois Gov. Jim Thompson, has been criticized for lax oversight during the alleged looting.

In its announcement Tuesday, International said Gordon A. Paris has been reappointed chairman of the board of directors.

International also said the board intends to appoint a non-executive chairman following the 2006 annual shareholders meeting, which it said would take place in June. "Until that time, the Honorable Raymond G.H. Seitz will remain the board's lead director," International said.

The following committee appointments were announced:

Audit Committee: Graham W. Savage, chairman; John M. O'Brien; and John F. Bard.

Compensation Committee: Cyrus F. Freidheim, Jr., chairman; O'Brien; and Bard.

Nominating and Governance Committee: Raymond S. Troubh, chairman; Freidheim; and Seitz.

Executive Committee: Seitz, chairman; Paris; Freidheim; Graham W. Savage; and Troubh.

Special Committee: Paris, chairman; Savage; and Seitz.