Exhibit 99.1
Contact: Media Relations Investor Relations
Ray O'Rourke William Pike
212-762-7557 212-761-0008
For Immediate Release
Morgan Stanley [Logo]
Morgan Stanley Board of Directors Reaffirms Commitment to Management;
Initiates Governance Changes
NEW YORK, May 1, 2005 - Morgan Stanley (NYSE: MWD) announced today that
its board of directors met yesterday and unanimously concluded that
suggestions for management changes or a corporate re-organization beyond
the proposed spin off of its Discover Card business would not be in the
best interest of shareholders. The directors also approved a number of
positive changes to strengthen the company's governance policies.
"We have said consistently that management enjoys the confidence of the
board and we reiterate that commitment today. We have thoroughly examined
all of the issues surrounding leadership, structure and strategy and
conclude that it is in the best interest of shareholders that we support
management and not split up the company," the directors said in a
statement.
To further enhance the company's governance, the board approved the
following changes:
o The acceleration of the planned "de-staggering" of the board of
directors. Earlier this year, the board approved a measure to
de-stagger its three classes of directors. Now, commencing with
the company's 2006 annual meeting, the entire board will stand
for election by shareholders each year.
o The creation of a "lead director" position which the board
expects to fill shortly.
o The naming of two additional outside directors to the board,
which will bring the total number of directors to 15. The
Nominating and Governance Committee has initiated a search and
the board will move quickly to fill the positions.
o The elimination of a provision in Morgan Stanley's corporate
bylaws that requires a supermajority vote of the board of
directors to remove the chief executive officer. Henceforth, a
simple majority of the board could effect such a change.
o The reaffirmation of Board policy that directors should not
stand for election following their seventy-second birthday.
o The broadening of the Compensation Committee's charter to
include oversight of plans for management development and
succession.
o The initiation at the June board meeting of the practice of
rotating board committee chairs.
"We have listened carefully to our institutional shareholders, to our
clients, and to the leadership ranks within the firm, and we have put in
place a program that positions Morgan Stanley at the forefront of good
governance practices. We are now moving forward, helping Morgan Stanley's
leadership team build the best integrated securities firm in the world,"
the board said.
Morgan Stanley is a global financial services firm and a market leader in
securities, investment management and credit services. With more than 600
offices in 28 countries, Morgan Stanley connects people, ideas and
capital to help clients achieve their financial aspirations.
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