Murdoch Dynasty Faces Challenges at News Corp Meeting
Staff Writer, CNBC.com
Rupert Murdoch inherited part of the newspaper business he turned into a vast worldwide media empire from his father, Sir Keith, and has always wanted to pass on News Corp to one of his children.
That possibility is receding fast as shareholders will object to the composition of the News Corp board, which contains three Murdoch family members among its 17 members at Friday's annual shareholders' meeting.
James Murdoch, deputy chief operating officer of News Corp and head of its international operations, has come under fire after it emerged that he would be recalled by a UK parliamentary committee which questioned him and his father in July.
Two former employees at the News of the World, the News Corp-owned British tabloid which was closed down amid allegations of phone hacking, have claimed that James Murdoch gave "mistaken" evidence at the July appearance.
"The problem is that it has been the Rupert Murdoch show for so long, and he has tried to involve his children, and they have all let him down," Richard Hillgrove of Hillgrove PR, who specializes in managing the reputations of business figures, told CNBC.com.
He believes that James should have been pushed out when the allegations about News of the World journalists listening into murdered schoolgirl Milly Dowler's voicemail first surfaced in July. He added that James remaining caused "untold damage."
"He could have been replaced by Elisabeth (his sister) and then brought back at a later date," said Hillgrove.
"The rise and rise of Elisabeth would have been the sensible option."
Instead, Elisabeth, who was due to take a seat on the board of News Corp after it bought her production company Shine, will not sit on the board.
There are several options open to holders of News Corp Class B shares wanting to register their objections to the way the company is being run.
They can vote against the re-election of the company's directors, particularly Murdoch's sons James and Lachlan.
Or they can vote for a resolution put forward by Christian Brothers Investment Services Inc. (CBIS) to separate the chairman and CEO roles held by Murdoch.
Proxy advisory firm Institutional Shareholder Services (ISS) has suggested investors should vote against the re-election of 13 out of 15 board members to establish more independent oversight of management.
The only two directors that ISS have recommended are its newest members Joel Klein, the former chancellor for New York City schools, and James W. Breyer, a partner at venture capital firm Accel Partners.
CIBS backs board members Viet Dinh, professor of law at Georgetown, Sir Rod Eddington, the Australian ex-British Airways chief executive who has had a long association with News Corp, and Andrew Knight, Non-Executive Chairman,J Rothschild Capital Management Limited.
Julie Tanner, assistant director of socially responsible investing at CIBS, told CNBC.com that they do not expect majority support for the motion, as the Murdoch family hold 40 percent of voting shares and Prince Alwaleed bin Talal, the Saudi prince who holds 7 percent, has publicly backed them.
"It's important to raise this issue in front of the board," she said.
"Shareholders are expressing a lot of concerns about value protection and a lot of investors are saying we need an independent leader of the board."
Tanner hopes that the resolution will motivate shareholders to raise their concerns in the question and answer session at the end of the meeting.
Someone else hoping to question the Murdochs at this stage is Tom Watson, the British MP who is part of the parliamentary committee which questioned them back in July – when a protestor famously tried to hit Murdoch senior in the face with a pie, only to be fought off by his third wife Wendi.
"It looks as though the business has been run as a family concern instead of a public company," said Hillgrove.
"Rupert Murdoch may not have enough years left to work his way back. The whole Murdoch hold on it may not survive."
Murdoch, who survived prostate cancer last decade, is now 80. While he is known to keep fit and there is longevity in his family - mother Dame Elisabeth is now 102 - there is only so long you can keep running a huge public company.
News Corp reported strong numbers for the year to June 30, just before the phone hacking scandal exploded. Revenue rose 2 percent to $33.4 billion while operating profit increased 23 percent to $4.85 billion.
The financial impact of the phone hacking scandal is not yet known, but the most immediate negative effect was the abandonment of its bid for full control of BSkyB, the British cable television company, whichlast week unveiled impressive results.
"Shareholders are bracing themselves for what has yet to come out," Tanner said.
"They are raising concerns about shareholder value and the cost of the scandal to the company."
News Corp did not return calls, but the company has previously said it strongly disagrees with ISS’s voting recommendations and that they failed to consider its financial performance.
Shareholder groups are also increasingly concerned about the company's dual share structure, under which holders of Class A shares – which are worth around 70 percent of the economic value of the company – have no voting rights.
"We have had these concerns for a while and have discussed them with the company before," Ian Greenwood, chairman of the Local Authority Pension Fund Forum, told CNBC.com.
"News Corp has taken a considerable hit in terms of reputation and the board needs to address these issues and to demonstrate a complete break with the past."
There could also be awkward questions about whether Rebekah Brooks, the former News of the World editor who resigned as chief executive of News International in the wake of the scandal, received a payout after she left, and how much it was worth.
"We recognize that the company has done well over the years but it is now in the situation where it will be mired in controversy for the future," said Greenwood.
"This is not good for the running of the company and certainly not good for its reputation."
"It's not about attributing responsibility in terms of what they knew, the issue is the leadership of the company in this situation," he added