Money men VS the Murdochs

Many of News Corp's main shareholders are planning to vote the founding family off the board this week. Can they bring down a scandal-ridden media dynasty? Ian Burrell reports

Given that numerous attempts have already been made to cast the phone-hacking movie – Ben Affleck is a favourite choice for Andy Coulson and Ewan McGregor for James Murdoch – it's poignant that Friday's crucial annual general meeting of News Corp will take place at the studios of 20th Century Fox in Los Angeles. Though the event might struggle to match the melodrama achieved during the "most humble day" parliamentary hearing into hacking in July, the AGM represents another critical moment for the world's most famous media dynasty.

Once again, the Murdochs will face criticism of their management of the global business empire. Major shareholders will go even further than the MPs and call for them to stand down from the News Corp board.

Rupert Murdoch is in a position to resist. News Corp operates a two-class structure which ensures that the Murdoch family enjoys a dominant 40 per cent share of votes despite having only 12 per cent of shares. But pressure is mounting on the 80-year-old mogul to reform a governance system that is derided as "undemocratic" and damaging to the business.

On Friday, Hermes, a £22.6bn London fund manager known for its strong stance on corporate governance, became the latest group to turn on News Corp, saying it would vote against the re-election of five directors. Jennifer Walmsley, a director of Hermes' equity ownership services division, said in a statement that News Corp had "not reacted with sufficient urgency to investors' concerns about its board composition and corporate culture". Hermes will oppose the re-election of Rupert, James and Lachlan Murdoch, and the Murdoch loyalists Andrew Knight and Arthur Siskind.

British pension funds are at the forefront of the Murdoch backlash. The Local Authority Pension Fund Forum, whose 54 members have combined assets of £100bn, has advised shareholders to vote against the re-election to the board of both Rupert and James Murdoch. It is calling for James, who is News Corp's deputy chief operating officer, to step down from the board, and for a separation of the roles of chairman and chief executive – both currently held by Rupert.

"News Corp and its shareholders desperately want to draw a line under this scandal, but that will only be possible if the board accepts the need to demonstrate real accountability," said the LAPFF's chairman Ian Greenwood in a statement. "That requires a change in the make-up of the board."

Another British-based shareholder advisory firm Pirc (Pensions and Investment Research Consultants Ltd) is also demanding James Murdoch's removal. "Pirc's key governance concerns focus on the position of James Murdoch and the implications for minority investors of continuing dominance of the company by the Murdoch family," the firm said. "In light of his close association with the phone-hacking scandal we are advising shareholders top oppose James Murdoch's election."

Next month James Murdoch is due to appear once more before the House of Commons Culture, Media and Sport Committee, where he will face questioning over the evidence he gave at the previous hearing in July. At the end of next month his position as chairman of BSkyB will be challenged at the satellite broadcaster's own AGM.

Shareholders should be smarting at the way the mismanagement of the hacking scandal has caused loss of revenue and business deals such as the proposed takeover of BSkyB, argues Institutional Shareholder Services, an influential proxy advisory firm. News Corp's decision to walk away from the deal amid the hacking furore caused it to pay a $63m (£39.9m) break-up fee in addition to the loss of complete ownership of the BSkyB and its £1bn-a-year profits.

"Despite the protestations of the chairman/CEO in his Parliamentary testimony, ultimate accountability for the performance of the company must rest with the the board of directors," said ISS, which said phone hacking was only part of a "mosaic of failures" at News Corp.

Shareholders might also be angry about major strategic decisions taken by Rupert Murdoch, such as the purchase of MySpace for $580m in 2005, only for it to be sold in June of this year for $35m. His acquisition of Dow Jones & Co in 2007, realising a long-held dream to own The Wall Street Journal, cost $5bn and has not been a success.

Last week's revelations that the head of the WSJ's Europe edition had resigned in a scandal over the paper's use of a circulation scam has further tarnished the reputation of News Corp. Andrew Langhoff, the former managing director of Dow Jones & Co in Europe, Africa and the Middle East, and publisher of The Wall Street Journal Europe, admitted a controversial circulation deal "could leave the impression that news coverage can be influenced by commercial relationships".

This month, Glass Lewis, a shareholder advisory firm, told US investors to vote against the re-election to the News Corp board of Natalie Bancroft, a representative of the family which sold The Wall Street Journal to the company. It also called for the deselection of James Murdoch, his brother Lachlan, and other long-term directors David DeVoe, Mr Knight and Mr Suskind. The Australian Council of Superannuation Investors has come to similar conclusions. It has described the two-class share structure which enables the Murdoch family to retain its grip on the company as "a corruption of the governance system".

In July, shortly after the Milly Dowler revelations introduced a new level of public outrage, the largest US public pension fund began to speak out over its concerns at the way News Corp was run. The California Public Employees' Retirement System (Calpers) owns almost seven million shares in News Corp. "We don't intend to be spectators – we're owners," said Anne Simpson, senior portfolio manager of Calpers Global Equity.

So far there is limited evidence that the Murdochs will give way to this pressure. They are confident of the support of allies such as Saudi Prince Al-Waleed bin Talal, who controls a further 7 per cent of the News Corp votes. After one of the most traumatic years in his business career, Rupert Murdoch paid himself a $12.5m (£7.7m) bonus for his work as chairman and chief executive of News Corp in the year to the end of June. His son James declined – in "light of the current controversy" – to accept his $6m bonus on top of an $18m pay package. Rupert has said that his retention of his all-powerful dual role was "the most effective leadership structure for the company and is in the best interests of its stockholders". Even so, perhaps a gesture of concession is in the offing? Rumours continue to circulate that Chase Carey, 57, his long-standing chief operating officer, will soon be offered the CEO role. Two loyal Murdoch lieutenants, Tom Perkins, 79, and Ken Cowley, 77, have recently quit the board, citing their age.

But Rupert Murdoch is different. News Corp has always been a legacy he would keep for his children. As one business analyst put it: "Why would any family give it up?"

In the line of fire: Murdoch and his boardroom allies

Rupert Murdoch

At 80 the chairman and chief executive of News Corp, above, is under pressure to finally stand down, or at least split his all-encompassing dual role



James Murdoch

The newly promoted News Corp deputy chief operating officer is held responsible by many shareholder groups for the damage to the corporation's reputation caused by hacking and for the consequent collapse of the BSkyB buyout. Critics want him off the board. His role as chairman of BSkyB is also under threat at its own AGM next month.



Lachlan Murdoch

An Australia-based television executive who was once Rupert's chosen successor and more recently a supportive presence for his father during the height of the scandal. Targeted by dissident investor groups who see too many Murdoch names on the board.



Natalie Bancroft

A professionally trained opera singer and a member of the Bancroft family that finally agreed to sell its prized Dow Jones & Co to Rupert Murdoch after a long pursuit. After the sale, she was controversially appointed to the News Corp board at the age of 27.



Arthur Siskind

American lawyer and a News Corp director since 1991.



Andrew Knight

The former editor of The Economist and chairman of News International. A Murdoch lieutenant for some 20 years.

The rebels: dissident voices

Hermes Equity Ownership Services

A shareholder advisory service, it has said it will vote against the re-election of five directors.



The California Public Employees' Retirement System (Calpers)

It owns seven million shares, and is calling for an end to the dual-class share structure that keeps the Murdoch family in control.



The Local Authority Pension Fund Forum (LAPFF)

It represents 54 UK public pension funds and is calling for Rupert to give up his chairman/CEO role and for James to quit the board.



Pirc

A British shareholder advisory firm calling for James Murdoch to stand down from News Corp and from his position as chairman of BSkyB.



Glass Lewis

A shareholder advisory firm, it is urging voters to oppose the re-election of James and Lachlan Murdoch, along with David DeVoe, Andrew Knight, Arthur Siskind and Natalie Bancroft.



The Australian Council of Superannuation Investors (ACSI)

Calling for Rupert Murdoch to give way as chairman, it also wants James and Lachlan removed from the board.

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