Stephen Foley: News Corp investors should reject Murdoch's minimalist shake-up


US Outlook: Rupert Murdoch's message to the corporate governance campaigners snapping at News Corp could not be any bolder if he had written it on the front page of one of his tabloids: Stick it up your punter.

The shake-up announced by News Corp yesterday was breathtaking in its minimalism. The hacking scandal has revealed just what a sclerotic band of Murdoch cronies stuff the boardroom around there. But instead of the wholesale clear-out that is needed, we got the retirement of two directors with a combined age of 155 and just one fresh independent director to replace them.

It is a start, I suppose, in bringing the company into genuine compliance with rules that require a majority of board members to be independent of management and the major shareholders (i.e., of the Murdochs). Both of the retirees were ludicrously categorised as "independent" under News Corp's legalistic reading of the Nasdaq rules, but Ken Cowley used to run the company's Australian operations for Mr Murdoch, and the venture capital veteran Tom Perkins has been enjoying News Corp's clubby boardroom lunches for 15 years now, enough to make anyone go native. Mr Perkins, you will remember, was the first director to go public at the height of the hacking scandal to declare Mr Murdoch "a genius" who must not be dislodged from either the chairmanship or the chief executive post.

In comes Jim Breyer, a sprightly 50, who is one of those serial non-executives who are above reproach. He is on the board of Facebook, bringing a little internet savvy to a News Corp still wounded from its ownership of MySpace, and of international giants Wal-Mart and Dell.

As well as appointing Mr Breyer, News Corp is taking some cheekier little steps to prevent dissension among shareholders. Chief among these is decamping the annual meeting this year to Los Angeles, so fewer might be in attendance to vote on a floor motion to strip Mr Murdoch of the chairmanship. However, the corporate governance campaigners will surely be out in force, and so they should be.

Shareholders should also vote against the re-election of every pretend-independent board member, from the opera singing Natalie Bancroft (of the family that sold the Wall Street Journal to Mr Murdoch) to Andrew Knight, the veteran journalist who has been on Mr Murdoch's board for 20 years now and still runs its generous compensation committee.

Most egregious of all, though, is the position of Sir Rod Eddington who, in his role as lead independent director, is supposed to be the go-to guy for shareholders on corporate governance issues and a counter-weight to the power of the Murdochs. He also runs the audit committee, which is in charge of vetting so-called "related-party transactions", such as when Mr Murdoch wants to buy one of his children's businesses. But before running British Airways, Sir Rod was in charge of an airline part-owned by News Corp. He has also been on the board for more than a decade, another reason he would not be considered independent in many jurisdictions, the UK included.

So three sarcastic cheers for News Corp's shake-up yesterday. Now, shareholders, do your worst.

Start your day with The Independent, sign up for daily news emails
Arts and Entertainment
musicOfficial chart could be moved to accommodate Friday international release day
Wes Brown is sent-off
Italy celebrate scoring their second try
six nations
Glenn Murray celebrates scoring against West Ham
footballWest Ham 1 Crystal Palace 3
Arts and Entertainment
Drake continues to tease ahead of the release of his new album
ebooksA special investigation by Andy McSmith
Latest stories from i100
Have you tried new the Independent Digital Edition apps?
Independent Dating

By clicking 'Search' you
are agreeing to our
Terms of Use.

iJobs Job Widget
iJobs Money & Business

SThree: HR Benefits Manager

£40000 - £50000 per annum + pro rata: SThree: SThree Group have been well esta...

Recruitment Genius: Office Manager / Financial Services

£30000 - £37000 per annum: Recruitment Genius: Established in 1999, a highly r...

Jemma Gent: Year End Accountant

£250-£300 Day Rate: Jemma Gent: Are you a qualified accountant with strong exp...

Jemma Gent: Management Accountant

£230 - £260 Day Rate: Jemma Gent: Do you want to stamp your footprint in histo...

Day In a Page

The Last Word: For the good of the game: why on earth don’t we leave Fifa?

Michael Calvin's Last Word

For the good of the game: why on earth don’t we leave Fifa?
HIV pill: Scientists hail discovery of 'game-changer' that cuts the risk of infection among gay men by 86%

Scientists hail daily pill that protects against HIV infection

Breakthrough in battle against global scourge – but will the NHS pay for it?
How we must adjust our lifestyles to nature: Welcome to the 'Anthropocene', the human epoch

Time to play God

Welcome to the 'Anthropocene', the human epoch where we may need to redefine nature itself
MacGyver returns, but with a difference: Handyman hero of classic 1980s TV series to be recast as a woman

MacGyver returns, but with a difference

Handyman hero of classic 1980s TV series to be recast as a woman
Tunnel renaissance: Why cities are hiding roads down in the ground

Tunnel renaissance

Why cities are hiding roads underground
'Backstreet Boys - Show 'Em What You're Made Of': An affectionate look at five middle-aged men

Boys to men

The Backstreet Boys might be middle-aged, married and have dodgy knees, but a heartfelt documentary reveals they’re not going gently into pop’s good night
Crufts 2015: Should foreign dogs be allowed to compete?

Crufts 2015

Should foreign dogs be allowed to compete?
10 best projectors

How to make your home cinema more cinematic: 10 best projectors

Want to recreate the big-screen experience in your sitting room? IndyBest sizes up gadgets to form your film-watching
Manchester City 1 Barcelona 2 player ratings: Luis Suarez? Lionel Messi? Joe Hart? Who was the star man?

Manchester City vs Barcelona player ratings

Luis Suarez? Lionel Messi? Joe Hart? Who was the star man at the Etihad?
Arsenal vs Monaco: Monaco - the making of Gunners' manager Arsene Wenger

Monaco: the making of Wenger

Jack Pitt-Brooke speaks to former players and learns the Frenchman’s man-management has always been one of his best skills
Cricket World Cup 2015: Chris Gayle - the West Indies' enigma lives up to his reputation

Chris Gayle: The West Indies' enigma

Some said the game's eternal rebel was washed up. As ever, he proved he writes the scripts by producing a blistering World Cup innings
In Ukraine a dark world of hybrid warfare and murky loyalties prevails

In Ukraine a dark world of hybrid warfare

This war in the shadows has been going on since the fall of Mr Yanukovych
'Birdman' and 'Bullets Over Broadway': Homage or plagiarism?

Homage or plagiarism?

'Birdman' shares much DNA with Woody Allen's 'Bullets Over Broadway'
Broadchurch ends as damp squib not even David Tennant can revive

A damp squib not even David Tennant can revive

Broadchurch, Series 2 finale, review
A Koi carp breeding pond, wall-mounted iPads and a bathroom with a 'wellness' shower: inside the mansion of Germany's 'Bishop of Bling'

Inside the mansion of Germany's 'Bishop of Bling'

A Koi carp breeding pond, wall-mounted iPads and a bathroom with a 'wellness' shower