updated 5/12/2005 4:53:32 PM ET 2005-05-12T20:53:32

The independent members of The Walt Disney Co. board issued a strong rebuke Thursday to two former members who have challenged the process used to select Robert Iger as the company's new chief executive.

The 10 non-management members of the 12-member board call the charges "baseless and inaccurate" and reject what they call a challenge to "our good faith in the CEO selection."

The statement comes one day after the company reported a 30 percent rise in earnings for the second quarter, a sign that a promised turnaround is on track.

Earlier this week, ex-board members Roy E. Disney and Stanley Gold filed a lawsuit against some sitting board members , alleging the process used to name a successor to longtime CEO Michael Eisner was biased in favor of Iger and did not adequately consider outside candidates.

The lawsuit seeks to have the election invalidated and asks a Delaware court to prevent the company from altering Iger's or Eisner's contracts.

The lawsuit conspicuously did not name four board members as defendants. The implication, although not directly stated, was that there was dissension on the board and that the selection of Iger, though ultimately unanimous, was not initially supported by the full board.

The board statement defended the selection process as "thorough, careful and reasoned."

"At the end of the process, we unanimously concluded that Bob Iger was the best choice to lead the company forward as CEO," the statement says. "The performance of the company in the period leading up to the selection and since that time only underscores our confidence in the selection we made."

A spokesman for Roy Disney and Gold dismissed the statement.

"All the spin in the world won't change the facts," said spokesman Michael Sitrick. "We remain steadfast in our belief that the allegations in our lawsuit will be proven true and that we will prevail."

In a conference call Wednesday to discuss the company's latest earnings, Iger called the lawsuit "completely without any basis." He also said Disney employees were "just plain fed up with all this."

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