UPDATE, 2:38 PM: Add the influential ISS Proxy Advisory Services to the shareholder guidance firms that support the proposal favoring an independent chairman at News Corp. “Based on such issues as the phone hacking allegations and the board’s response, as well as other problematic board actions over recent years, including unwarranted adjustments made under the company’s compensation program in the most recent fiscal year, it appears that shareholders would benefit from increased independent leadership of the board,” it says in a new report. ISS adds that the lead director lacks the power “to counterbalance the combined CEO/chairman role.” Still, ISS recommends a vote for all the board candidates — a change from last year when it opposed all nominees except for James Breyer and Joel Klein.
PREVIOUS, 1:25 PM: The odds are slim that a resolution by Christian Brothers Investment Services that would require the chairman to be independent of management will succeed at the company’s shareholders’ meeting in Los Angeles on October 16: Murdoch and his family control about 40% of the voting shares and like things the way they are. Still, several shareholders hope to make this a big issue — and it’s won the support of advisory firms Hermes Equity Ownership Services and Glass Lewis. The proposal says that following disclosures of widespread hacking and bribery at News Corp’s UK tabloids, an independent chair would enable the company to “create greater independence and objectivity on the board, begin to rebuild the public confidence and trust that is critical to a major news organization, and assure shareholders that governance failures are being addressed.” Glass Lewis agrees. It says that “vesting a single person with both executive and board leadership concentrates too much oversight in a single person and inhibits the independent oversight intended to be provided by the board on behalf of shareholders.” The firm takes a dim view of News Corp’s governance. It gives the company a “D” grade in linking executive pay to performance and is urging shareholders to oppose five board candidates: Natalie Bancroft, David DeVoe, James Murdoch, Lachlan Murdoch, and Arthur Suskind.
But not all company critics like the resolution. Advisory firm Egan-Jones — which gives News Corp’s overall governance practices a “D+” grade — says the board should have flexibility to pick the person it believes is most qualified to be chairman. That flexibility “has served the Company well,” it says.
News Corp says the change is unnecessary: Its Statement of Corporate Governance stipulates that if the chairman is too closely tied to management then the board must name an independent member to be Lead Director. It adds, in its proxy statement, that Murdoch’s “unique insight and strategic vision” make him “the most capable” person to lead the board as well as the company. That said, News Corp says that the board “is aware of investor concerns regarding the leadership structure and will continue to consider the pros and cons of separating or combining the Chairman and CEO positions.”
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