For the first time in 58 years, the independent directors of News Corp appear to be stirring.
There is a majority of Murdoch family members and former executives on the News Corp board and very few independent directors at all if you accept the argument that former executives can never be independent and non-executive directors lose their independence after 10 years of service.
However, Bloomberg has this morning broken an important story claiming that the two most likely independent champions of action on the News Corp board, Tom Perkins and Viet Dinh, are indeed beginning to move.
The story included this:
“Independent directors of New York-based News Corp have begun questioning the company’s response to the crisis and whether a leadership change is needed, said two people with direct knowledge of the situation who wouldn’t speak publicly.”
Perkins was the independent director of Hewlett Packard who led the charge to oust Carly Fiorana as CEO and Viet Dinh was his legal adviser during that fight.
Here’s a profile of all 16 News Corp directors ranked according to potential independence:
Viet Dinh: tough chairman of the corporate governance committee who has impressed at recent AGMs with forthright observations on governance issues. Was the architect of the Patriot Act for George W Bush and is a professor of law at Georgetown University. Clearly independent as only joined the board in 2004.
Tom Perkins: well-regarded venture capitalist who at 79 and after 15 years on the board, may not sound like a reformer, but has the runs on the board at Hewlett Packard.
Peter Barnes: the former boss of Phillip Morris in Australia who was brought onto the board by former News Corp director and global Phillip Morris CEO Geoffrey Bible, another Aussie made good in New York who was close mates with Rupert. However, Barnes has impressed as chairman of Metcash and Ansell in Australia and at 68 doesn’t necessarily have much to lose if he joins the anti-Murdoch reform push.
Jose Maria Aznar: the 58 year old former Spanish President is an unknown corporate performer who was rewarded with a News Corp board seat in 2006 after being thrown out of office, largely for supporting the Murdoch-backed Iraq invasion. However, anyone who has risen to the top of politics shouldn’t be troubled by the scheming and number counting needed to execute a regime change at News Corp.
John Thornton: not strictly independent given the millions this former investment banker pocketed from the advice Goldman Sachs gave News Corp over the years, including on the original float of BSkyB. However, he’s an impressive figure with global experience and certainly no pushover for the Murdochs.
Joel Klein: former Washington lawyer, Harvard scholar and boss of New York’s public schools joined as an executive director in November 2010 to establish a new education division for News Corp and has been given board oversight of the hacking scandal which included attending the Parliamentary committee hearings. Aged 64 and reportedly earning $US2m a year before bonuses.
Sir Rod Eddington: described as the lead independent director but as a former News Corp executive who was paid more than $10 million whilst running Ansett Airlines for the company, he is really affiliated and unlikely to stand up to Rupert.
David DeVoe: a very competent and level-headed finance director for the past 20 years who is respected by investors and would be a key man to retain if the Murdochs surrender management control.
Andrew Knight: the 71 year old former chief executive of The Daily Telegraph and 20 year veteran of the News Corp board was Murdoch’s link to Thatcher during the 1980s and considered unlikely to lead a revolt, despite being the only non-executive director based in Britain.
Natalie Bancroft: 30 year old European-based opera singer whose selection to represent the former owners of Dow Jones was Rupert’s idea of a joke. Her extended family are furious with Murdoch and publically condemning the hacking scandal, so she could yet stump up the courage to speak out publically.
Chase Carey: CEO and deputy chairman who is regarded as inoffensive and supportive, unlike his predecessor Peter Chernin who was more likely to stand up to Rupert and left after opposing the over-priced Dow Jones acquisition in 2007.
Lachlan Murdoch: eldest son who quit with a $US10 million payout in 2006 but has remained a director. Sold most of his $US100 million non-voting News Corp share gift to fund other media investments and may have an appetite for revenge on executives such as Fox News boss Roger Ailes who forced him out.
James Murdoch: has stuffed his own chances of succeeding Rupert as global CEO and is now focused on staying out of jail. Unlikely to shaft his old man or walk the plank himself.
Arthur Siskind: former chief general counsel who first worked for Rupert when he bought a newspaper in San Antonio in the 1970s. Considered an extremely loyal foot soldier to Rupert but is now 72 and retired.
Ken Cowley: most loyal Australian operative left at News Corp who ran the Australian division for more than 15 years and joined the company when The Australian was launched in the 1960s. Aged 76 but expected to be loyal to the death.
Rupert Murdoch: executive chairman, hardly likely to sack himself.
(It is important to note that Elisabeth Murdoch is only attending board meetings as an observer and will formally join once the controversial $700 million cash payment for her Shine TV production business has settled.)
All these chaps, and Ms Bancroft, may like to consider the fact that News Corp shares have now tanked more than 20% since the peak on July 6.
The stock fell more than 7% in Australia this morning and more than $US10 billion has been wiped out by the Murdoch family’s incompetent handling of the hacking crisis.
As value evaporates all around them, it’s time for the directors to intervene and executive some regime change at News Corp.
Nothing else will satisfy the long suffering independent investors who do own 87% of the company, which is now only worth $36 billion and is in danger of dropping out of the Australian top 10.
* Stephen Mayne is an Australian shareholder activist who has spoken privately to a majority of the existing News Corp directors over the years after asking questions at 10 different News Corp shareholder meetings since 1999.