THE VIRGINIAN-PILOT
Copyright (c) 1995, Landmark Communications, Inc.
DATE: Sunday, March 12, 1995 TAG: 9503110288
SECTION: BUSINESS PAGE: D1 EDITION: FINAL
SOURCE: BY TOM SHEAN, STAFF WRITER
LENGTH: Medium: 80 lines
The latest effort by directors of Virginia Power and parent Dominion Resources Inc. to halt a 10-month dispute includes the departure of the companies' feuding chief executives by mid-1996.
But the agreement, announced earlier this month, also grants significant powers to a joint panel of directors who serve on both companies' boards.
The four-member committee will act on behalf of the full boards on issues brought by Dominion chairman and CEO Thomas E. Capps and Virginia Power president and CEO James T. Rhodes.
Directors at large corporations have become much more willing to curb the powers of CEOs and even to force them out - a once-rare practice. In recent years, the once-clubby boards of General Motors Corp., American Express Co. and IBM Corp. have shaken up the managements of their companies and ousted their CEOs.
``At some point, boards have to assert themselves'' if they expect to meet their responsibilities to shareholders, said John M. Nash, president of the National Association of Corporate Directors, an educational organization based in Washington.
``CEOs have to understand that it is not their company, and it is not their board of directors.''
Dominion and Virginia Power directors have ordered both companies' officers and employees tocooperate fully with the committee and to support its actions.
Formed last August as part of an earlier effort to settle differences between warring factions, the four-member joint board includes:
John B. Adams Jr., chairman of Virginia Power and president and CEO of A. Smith Bowman Distillery Inc. in Fredericksburg.
Adams, a 51-year-old native of Atlanta, is a graduate of Virginia Military Institute and Washington & Lee University School of Law. He became a director of Virginia Power in 1987 and was named to the Dominion board last August.
Benjamin J. Lambert III, a Richmond optometrist and member of the Virginia Senate.
Lambert, 58, is a graduate of Virginia Union University in Richmond and Massachusetts College of Optometry. He joined the Virginia Power board in 1992 and was named to the Dominion board last August.
Richard L. Sharp, chairman and chief executive officer of Circuit City Stores Inc., the Richmond-based chain of electronics goods and appliances. Sharp, 48, was named to the Dominion board last June and joined the Virginia Power board in August.
Richard L. Leatherwood, retired chief executive officer of CSX Equipment, a unit of CSX Corp.'s CSX Transportation rail subsidiary.
Leatherwood, 55, who lives in Baltimore, joined the Dominion board last June and the Virginia Power board in August. He is chairman of the four-member committee.
The conflict that erupted last spring between Capps and Rhodes might have ended quickly had Virginia Power been something other than a regulated utility.
But tensions between Capps and Rhodes prompted some Virginia Power managers to consider leaving the utility. By mid-June, Virginia regulators intervened in the dispute, citing a threat to reliable electric service.
The State Corporation Commission stepped in again last month and ordered Dominion not to change the makeup of Virginia Power's board without prior written approval from the SCC. The SCC isn't commenting on the companies' latest agreement. ILLUSTRATION: Graphic
Photos
THE COMMITTEE
John B. Adams Jr.
Benjamin J. Lambert III
Richard L. Leatherwood
Richard L. Sharp
by CNB