CARLSBAD, Calif., Mar 3, 2003 (BUSINESS WIRE) -- Callaway Golf Company (NYSE:ELY) today announced the creation of a comprehensive Corporate Governance section on its Company website. The Corporate Governance section, which can be found at www.callawaygolf.com/corporate/corp_gov.asp, is a thorough overview of the Company's policies and procedures intended to assure adherence to high standards of corporate integrity.

The website is an outgrowth of a 2002 directive from the Company's Board of Directors to undertake a review of all Company policies and practices to ensure their compliance with new corporate governance laws and regulations, including the Sarbanes-Oxley Act of 2002 and the new rules promulgated by the New York Stock Exchange and the Securities and Exchange Commission. The review, conducted by a committee of the Board of Directors and overseen by the Company's Chief Legal Officer with the assistance of both in-house and outside counsel, revealed that Callaway Golf already is in substantial compliance with the new rules and regulations, with only minor updates and revisions needed.

"Our Founder, Ely Callaway, always said, 'Good ethics is good business,'" said Callaway Golf President, CEO and Chairman Ron Drapeau. "I agree with that pronouncement and so does each and every member of our Board of Directors. We are proud of the ethical way in which the business has been managed in the past and are dedicated to maintaining that fine tradition in the future."

The Corporate Governance section of the website is set up for easy navigation by visitors. It contains: a message from Mr. Drapeau; a governance update from Chief Legal Officer and Senior Executive Vice President Steve McCracken; an overview and biographies of each member of the Board of Directors; a breakdown of Board Committees; and an overview of the Company's compliance in Corporate Ethics and conflicts of interest.

Some of the actions taken by the Company and highlighted on the website include the following:

-- Substantial Majority of Directors Must Be Independent. Although for years the Company's Board had been comprised of a majority of independent directors, in August 2002 the Board of Directors adopted a formal policy that a "substantial majority" of the Board must be independent. On February 27, 2003, the Board unanimously voted to incorporate this policy formally in the Company's Bylaws. -- Lead Independent Director. The Board of Directors has selected Ronald S. Beard as the "lead independent director" to preside at the executive sessions of the independent directors, who make up five of the six members of the Board. The executive sessions provide a forum for the outside directors to meet without members of management to discuss the operation of the business. The Board of Directors has adopted a policy that the independent directors meet in executive session on a regular basis. -- Nominating and Corporate Governance Committee. The Board of Directors has formed a Nominating and Corporate Governance Committee of the Board of Directors. The Committee is comprised solely of independent directors and is responsible for identifying qualified individuals to become directors and for selecting nominees for election at each election of directors. This committee has also been delegated the responsibility for handling the Company's corporate governance matters, a task previously assigned to the Board's Executive Committee. -- Loans to Executive Officers. The Company does not have outstanding any loans to any directors or executive officers and no such loans to directors or executive officers are permitted under the Company's policies.

The Company intends to update the website from time to time as needed, and the Company encourages interested readers to visit the site on a regular basis.

Callaway Golf Company makes and sells Big Bertha(R) Metal Woods and Irons, including Great Big Bertha(R) II Titanium Drivers and Fairway Woods, Big Bertha Steelhead(TM) III Stainless Steel Drivers and Fairway Woods, Hawk Eye VFT Tungsten Injected(TM) Titanium Irons, Big Bertha Stainless Steel Irons, Steelhead X-16(TM) and Steelhead X-16 Pro Series Stainless Steel Irons, and Callaway Golf Forged Wedges. Callaway Golf Company also makes and sells Odyssey(R) Putters, including White Hot(R), TriHot(R), DFX(TM) and Dual Force(R) Putters. Callaway Golf Company makes and sells the Callaway Golf(R) HX(R) Blue and HX Red balls, the CTU 30(R) Blue and CTU 30 Red balls, the HX 2-Piece Blue and HX 2-Piece Red balls, the CB1(R) Blue and CB1 Red balls, and the Warbird(TM) golf balls. For more information about Callaway Golf Company, please visit our Web sites at www.callawaygolf.com and www.odysseygolf.com.

 

 

CONTACT:          Callaway Golf Company
                  Larry Dorman
                  Steve McCracken
                  Brad Holiday
                  760/931-1771

URL:              http://www.businesswire.com
Today's News On The Net - Business Wire's full file on the Internet
with Hyperlinks to your home page.

Copyright (C) 2003 Business Wire.  All rights reserved.