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CBS' board of directors is set to discuss the fate of CEO Leslie Moonves on Monday following allegations of sexual misconduct that go as far back as the 1980s — but it's a complicated path to an ouster.
Moonves, 68, has been CEO at the broadcasting network for two decades and board chairman since 2003. The company has no written succession plan for Moonves in his capacity of chairman of the board, according to CBS' most recent annual report, which means a vote to remove him puts CBS on uncertain ground.
CBS shares were down nearly 4 percent Monday morning.
Moonves has been embroiled in a public dispute with principal owner National Amusements Inc., whose president, Shari Redstone, is on the CBS board.
Moonves has opposed efforts by Redstone to merge CBS with Viacom. NAI, also the principal shareholder of Viacom, had split the two companies into separate publicly traded corporations in late 2005.
In May, CBS filed a lawsuit against Redstone, her 95-year-old father, Sumner Redstone, and NAI alleging that NAI's proposed CBS-Viacom merger "is not in the best interests of CBS stockholders." The Redstone family later filed a complaint alleging that CBS had no legal right to strip them of voting privileges.
Sumner Redstone owns approximately 79.5 percent of the voting shares, and "there can be no assurance now or in the future that he or the successors to the voting control may not seek to effect succession of the Chairman," CBS said in its most recent annual report. "However, and in all cases, the Board will elect the next Chairman by a majority vote of the Board."
David R. Andelman is a partner at a Boston law firm and also a director of NAI.
Joseph A. Califano Jr.'s background is primarily in the field of public health, serving as the U.S. secretary of Health, Education and Welfare in the 1970s and as President Lyndon B. Johnson's assistant for domestic affairs in the 1960s.
William S. Cohen was President Bill Clinton's Defense secretary and had been a Republican senator and congressman from Maine.
Gary L. Countryman is the former CEO and chairman of insurance firm Liberty Mutual Group.
Charles K. Gifford is a longtime bank executive, having previously held leadership positions at Bank of America and BankBoston.
Leonard Goldberg serves as the president of two TV and film production companies and is the executive producer of CBS' Blue Bloods. He was previously president of Twentieth Century Fox.
Bruce S. Gordon has previously held leadership positions at the NAACP and telecom giant Verizon.
Linda M. Griego heads a business management company and previously oversaw the operations of a Los Angeles restaurant. She has also held several public service and local government roles.
Robert N. Klieger is a partner at an LA law firm and specializes in the areas of entertainment and intellectual property, representing film studios and broadcast networks.
Arnold Kopelson is co-chairman and co-president of Kopelson Entertainment, a film and TV production company. His films have earned nearly two dozen award nominations, and he has served on the executive committee of the producers branch of the Academy of Motion Picture Arts and Sciences.
Martha L. Minow is a professor and former dean at Harvard Law School.
Doug Morris is CEO of Sony Music Entertainment and previously held leadership positions with Universal Music Group, Warner Music U.S. and Atlantic Recording Group.