News Corp. Chief Executive Officer Rupert Murdoch, still coping with a phone-hacking scandal that erupted at the company’s U.K. papers last year, faced renewed calls from shareholders on Tuesday to step down as chairman.
Investors have mounted a campaign to separate the chairman and CEO roles — both held by Murdoch — to increase accountability. They’re pushing shareholders to vote for the proposal at today’s annual meeting at Fox Studios in Los Angeles.
While efforts to split the two jobs were unsuccessful at last year’s meeting and aren’t limited to News Corp., Murdoch’s handling of the scandal gives fresh ammunition to proponents such as Christian Brothers Investment Services Inc.
“An independent voice is needed, and Rupert is certainly not independent,” said Julie Tanner, director of socially responsible investing for New York-based Christian Brothers Investment Services Inc., a backer of the proposal.
News Corp., based in New York, is embroiled in multiple police investigations for hacking into mobile phones and computers, as well as bribing public officials. U.K. authorities also are considering whether to bring corporate charges against News Corp.’s board for the alleged crimes. At least 60 people have been arrested since police began the probes last year.
News Corp. gained 1 percent to $24.36 yesterday in New York trading. The shares have risen 37 percent this year. Nathaniel Brown, a spokesman for News Corp., declined to comment on the proposal.
In an Oct. 11 post on Twitter, Murdoch said he was busy preparing for today’s meeting. “Signs pretty peaceful, but any shareholders with complaints should take profits and sell!” he said.
“Mandating a separation of the positions of chairman and CEO would weaken the company’s current leadership structure,” News Corp.’s board said in a Sept. 4 filing. “The proposal would deprive the board of the valuable flexibility to exercise its business judgment in selecting the individual best suited to serve as chairman in the future.”
Christian Brothers, which invests about $4 billion for largely Catholic institutions, has been a vocal opponent of Murdoch’s governance. Tanner filed the proposal to separate the chairmanship and CEO positions earlier this year, garnering the support of at least 18 investor groups holding a total of more than 13.5 million in Class A shares. News Corp. has a market value of $58 billion.
“There’s been a lack of responsiveness by the board to this scandal,” she said. “The company is at risk where a scandal like this could happen again without having very clear and strong oversight.”
California Public Employees’ Retirement System, the biggest U.S. pension fund, said on its website it voted to split the chairman and CEO positions. The fund holds less than 1 percent of Class B shares.
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It will be difficult to get a majority in any vote to unseat Murdoch because of his control over voting shares. News Corp.’s stock is split into two classes, with Class B shares given one vote per share and Class A shares holding no voting power. That underscores the need for an independent chairman, backers of the proposal say.
Shareholder-advisory firms such as Glass Lewis & Co. have endorsed the measure, and it’s won support from some investors who are otherwise happy with Murdoch’s leadership. Donald Yacktman, president of Yacktman Asset Management Co., said that while he has no major conflicts with Murdoch, he plans to vote for the proposal.
“I can live with it either way,” said Yacktman, who isn’t affiliated with the groups behind the proposal. His Austin, Texas-based firm, which oversees $17 billion in assets, is the fourth-largest holder of News Corp.’s Class A shares with a 5 percent stake.
Glass Lewis also has recommended against electing five of the 14 directors nominated by the company, including Murdoch’s sons James and Lachlan. James, who is the deputy chief operating officer of the company, is being considered to run the U.S. television business as the company prepares to spin off its publishing assets, people with knowledge of the situation said last month.
Institutional Shareholder Services, which advises more than 1,700 investors on corporate-governance issues, also favors the proposal to split the chairman and CEO positions. At the same time, the firm endorsed the full slate of board directors put forth by the company, a reversal from last year when it opposed 13 of the 15 directors, including the Murdochs.
Murdoch’s 40 percent stake in News Corp.’s Class B voting shares makes it difficult to enact board changes that differ from his wishes. Prince Alwaleed bin Talal, a friend of the Murdoch family, owns an additional 7 percent of voting shares.
Even so, that tight control can be an asset when it’s used on behalf of all investors, said Lawrence Haverty, a fund manager at Gamco Investors Inc.
“Murdoch has acted assiduously in the shareholders’ interests,” Haverty said. Rye, N.Y.-based Gamco oversees $36.7 billion in assets, including about 5 million of News Corp.’s Class A shares and 159,000 Class B shares.
While outcry over the hacking scandal may have hurt the reputation of the company, the legal fallout has been limited to the U.K. so far, he said.
Rebekah Brooks, the former head of News Corp.’s U.K. newspaper operations, was given a payout package worth about 7 million pounds ($11.3 million) after stepping down amid the phone-hacking scandal, according to a person familiar with the matter. The package included legal fees, cash and a chauffeur- driven car, the person said, declining to be identified because the payment is not public. Daisy Dunlop, a spokeswoman for News Corp.’s News International unit, declined to comment.
Brooks, who stepped down in July 2011, and 13 other people will face the first criminal trial next year over their roles in the phone-hacking scandal. Brooks was among executives charged with either conspiring to intercept the voice mail of celebrities, lawmakers and crime victims, or conspiring to cover up the practice as the police probe intensified last year.
Scrutiny over journalism practices at the company’s U.K. newspapers prompted Murdoch to drop a bid to buy out the remaining shares of British Sky Broadcasting Group Plc. Instead the company bought back more of its shares, helping lift the stock price. The plan to break up the company into entertainment and publishing pieces is another boon, Haverty said.
News Corp.’s TV units, including Fox News and FX, account for more than 74 percent of annual operating profit. The split will let the company demonstrate more of the value from its cable networks, Haverty said.
News Corp. has nominated two new board directors for approval at the meeting: former U.S. Labor Secretary Elaine Chao and ex-Colombian President Alvaro Uribe. The nominees will replace Andrew Knight and John Thornton, who plan to step down as directors following the event.
Close allies of Uribe have been accused by prosecutors of ordering illegal wiretaps against political opponents, journalists who covered the administration and Supreme Court justices who were probing pro-government lawmakers’ alleged ties to paramilitary groups. While Uribe has never been charged with illegal wiretapping while in power, he’s defended his allies amid calls by the opposition for a broader probe.
Brown, the News Corp. spokesman, declined to comment on Uribe’s administration.
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