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Here's one less thing that Disney shareholders can complain about this year: Outrageously high compensation for Chairman and CEO Michael Eisner.

Eisner, whose bonuses have made him a lightning rod for executive-compensation complaints in the past, received neither a bonus nor stock options for


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fiscal year ended Sept. 30, according to the company's annual proxy statement released Friday afternoon.

But perhaps another disclosure in the proxy will raise investor eyebrows, especially among watchdogs who say the independence of outside auditors is compromised by the fees they receive for other services they perform for the companies they audit. According to the proxy, Disney's auditor, PricewaterhouseCoopers, received $8.7 million in auditing fees in fiscal 2001, but nearly five times that amount -- $42.9 million -- for other services.

Eisner's compensation could be a harbinger of a cycle of austerity in the world of executive pay, given the degree to which corporate results have suffered and stock prices have fallen in recent times. Over the course of Disney's most recent fiscal year, the company's stock fell more than 50%, to $18.42, declining precipitously in the days following the Sept. 11 terrorist attacks.

Similarly, telecom-equipment maker



disclosed in late December that because of the company's poor performance, none of its top executives, including CEO Henry Schacht, were receiving bonuses for fiscal 2001.

In a recent letter to shareholders, Eisner acknowledged his unhappiness with the company's stock price, which rose 58 cents Friday to close at $22.70.

Of course, Eisner isn't exactly reduced to clipping coupons and buying day-old bread. His base salary in 2001 was $1 million, up from $813,000 the prior year.

But that $1 million was well below the more than $12 million in total compensation he received in fiscal 2000, including an $8.5 million bonus. And it's a rounding error compared with the $575 million he received in 1998, primarily from the exercise of long-held stock options.

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Disney's compensation committee -- which happens to include actor Sidney Poitier, a board member -- didn't award a bonus to president Bob Iger, either. Iger did, however, receive $75,000 in other compensation related to his use of company aircraft.

If anyone was the big winner in Disney's proxy statement, though, it was PricewaterhouseCoopers. In addition to its auditing fees, Disney paid the company $11 million to design and implement a financial-information system. It also paid $25 million for items such as electronic-procurement initiatives and work on an employee intranet.

Although no one has said that PricewaterhouseCoopers' nonauditing work for Disney has compromised its auditing of the company, critics complain that such dual arrangements call the objectivity of the audits into question.

That's been an especially sore subject of late at



, the ailing energy-trading

firm. In 2000, Enron paid its auditor not only $25 million in auditing fees, but also $27 million for other work. Furthermore, that $25 million in auditing fees apparently covered both internal and external audits, creating another potential conflict, say critics. (PricewaterhouseCoopers did receive $6.8 million for internal auditing from Disney, but lists that fee separately from the $8.7 million outside auditing fee.)

One critic of the PricewaterhouseCoopers/Disney relationship is Disney shareholder United Association S&P 500 Index Fund, which plans to raise the issue at Disney's Feb. 19 shareholder meeting, according to Disney's proxy (as of April 2001, the fund owned 150,000 shares of Disney).

The shareholder intends to propose that Disney cease to engage its outside auditor for nonauditing work, citing a

Wall Street Journal

article from last April that found that 307

S&P 500

companies surveyed paid nonaudit fees that were, on average, nearly three times audit fees.

Disney is recommending its shareholders to vote against the proposal.