Director Quits Omnicom Main Board Over Disclosure Disquiet

10 June 2002

Robert J Callender (71), a long-serving director of Omnicom Group and chairman of its audit committee, resigned from the board on May 22, according to a filing with the SEC last week. An inside source avers that Callender quit after voicing his disquiet at the creation of a shell company to hold Omnicom’s internet properties.

The move, in March 2001, saw the transfer of many of the group’s former internet assets into Seneca, a non-publicly held partnership with private equity firm Pegasus Capital LLP. Although the advertising group holds preferred stock in this venture, it does not control it.

The structure of the deal, Callender felt, should have been disclosed more fully to the group’s audit committee. He also expressed corporate governance concerns.

Omnicom chairman Bruce Crawford conceded last week that “questions have arisen” about Seneca prior to Callander’s resignation. He insisted, however, that “there is no issue” with Seneca, noting that over a year had elapsed since the board approved the creation of the discrete electronic-services company.

As is not unusual in such cases, anonymous Omnicom directors sought to cast doubt on Callender’s motives for resignation. This, they implied, was triggered by pique that he would no longer head the audit committee. These directors did not share his concerns about Seneca.

Data sourced from: The Wall Street Journal Online; additional content by WARC staff