Chesapeake Energy 1997 Annual Report Download - page 76

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ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Effective July 1, 1996, Price Waterhouse LLP sold its Oklahoma City practice to Coopers & Lybrand
L.L.P. and resigned as the Company's independent accountants. The Company's decision to change
independent accountants and retain Coopers & Lybrand L.L.P. was approved by the Audit Committee of the
Board of Directors and by the Board of Directors. During the period Price Waterhouse LLP was engaged by
the Company, Price Waterhouse LLP did not issue any report on the Company's financial statements
containing an adverse opinion, disclaimer of opinion, or qualification. There were no disagreements between
the Company and Price Waterhouse LLP on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure, nor were there any reportable events.
PART III
ITEM 10. Directors and Executive Officers of the Registrant
Information Regarding Directors
Pursuant to provisions of the Company's Certificate of Incorporation and Bylaws, the Board of Directors
has fixed the number of directors at seven. The Company's Certificate of Incorporation and Bylaws provide for
three classes of directors serving staggered three-year terms, with each class to be as nearly equal in number as
possible. The Board of Directors has nominated Breene M. Kerr and Walter C. Wilson for re-election as
directors at the Company's annual meeting of shareholders scheduled to be held on December 12, 1997. The
following information is furnished for each person who is a director of the Company.
Nominees for Re-election as Directors for Terms Expiring in 2000
Breene M. Kerr, age 68, has been a director of the Company since 1993. In 1969, he founded Kerr
Consolidated, Inc. and remains Chairman and President of this private company with investments in the oil
and gas and trucking industries. Additionally, in 1969, Mr. Kerr co-founded the Resource Analysis and
Management Group and remained its senior partner until 1982. From 1967 to 1969, he was Vice President of
Kerr-McGee Chemical Corporation. From 1951 through 1967, Mr. Kerr worked for Kerr-McGee Corporation
as a geologist and land manager. Mr. Kerr has served as Chairman of the Investment Committee for the
Massachusetts Institute of Technology and is a life member of the Corporation (Board of Trustees) of that
university. He served as a director of Kerr-McGee Corporation from 1957 to 1981. Mr. Kerr currently is a
trustee and serves on the Investment Committee of the Brookings Institute in Washington, D.C., and has been
an associate director since 1987 of Aven Gas & Oil, Inc., an oil and gas property management company
located in Oklahoma City. Mr. Kerr graduated in 1951 from the Massachusetts Institute of Technology.
Walter C. Wilson, age 62, has been a director of the Company since 1993. From 1963 to 1974 and from
1978 to 1997, Mr. Wilson was a general agent with Massachusetts Mutual Life Insurance Company. From
1974 to 1978, he was Senior Vice President of Massachusetts Mutual Life Insurance Company, and from
1958 to 1963, he was an agent with that company. Mr. Wilson is a member of the Board of Trustees of
Springfield College in Springfield, Massachusetts, and is a director of Earth Satellite Corporation of Rockville,
Maryland and Amerac Energy Corporation of Houston, Texas. Mr. Wilson graduated in 1958 from
Dartmouth College.
Directors Whose Terms Expire in 1998
Tom L. Ward, age 38, has served as President, Chief Operating Officer, and a director of the Company
since its inception in 1989. From 1982 to 1989, Mr. Ward was an independent producer of oil and gas in
affiliation with Aubrey K. McClendon, the Company's Chairman and Chief Executive Officer. Mr. Ward is a
member of the Board of Trustees of Anderson University in Anderson, Indiana. Mr. Ward graduated from the
University of Oklahoma in 1981.
E. F. Heizer, Jr., age 68, has been a director of the Company since 1993. From 1985 to the present,
Mr. Heizer has been a private venture capitalist. He founded Heizer Corp., an American Stock Exchange-
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