Company

CalPERS
Holding
(in shares)

CalPERS is Seeking a Number of Governance Changes

Circuit City (CC)

Richmond, VA

811,349

• Commit to maintain a majority of independent directors (currently at 66.7%) on the Board and 100% independent directors on the Nominating Committee (currently at 83.3%) and Compensation Committee

• Phase out the former CEOs of the Board as their current term expires, and fill these future board vacancies with independent directors.

• Change the description of lead director in the company's Board of Directors Practices and Policies to include independent, and adopt a duty statement.

• Conduct a Board self-evaluation using an external consultant.

Lance (LNCE)

Charlotte, NC

269,300

• Appoint a lead independent director.

• Commit to comprise the Audit, Compensation, and Nominating Committees exclusively of independent directors.

• Conduct a Board self-evaluation using an external consultant.

Metromedia (MMG)

Rutherford, NJ

634,300

• Commit to maintain a majority of independent directors on the Board using CalPERS' definition of independent, adding at least two independent directors in a reasonable timeframe.

• Commit to comprise the Audit, Compensation, and Nominating Committees exclusively of independent directors.

• Conduct a Board self-evaluation using an external consultant.

• Eliminate the management fee relationship between Metromedia International Group and the holding company, Metromedia Company, within the legal time frames established. CalPERS strongly believes that the commingling of management salaries and fees obscures shareholders' perception of the compensation structure.

Ralcorp (RAH)

St. Louis, MD

217,066

Warnaco (WAC)

New York, NY

260,856

• Commit to maintain a majority of independent directors on the Board using CalPERS' definition of independence.

• Adopt a resolution requiring that the Audit, Compensation, and Nominating Committees be comprised exclusively of independent directors, over a reasonable time frame.

Note: Warnaco recently agreed to maintain a majority of independent directors on the company's board and maintain a full slate of independent directors (as defined by CalPERS) on the company's audit, compensation and nominating committees.