ISS advises shareholders to vote against News Corp. directors


Institutional investor advisor ISS has told clients they should vote against the re-election of Rupert Murdoch, his two sons and 10 other News Corporation board members. Not that the advice is going to actually unseat any of them.

To start with Murdoch holds 40% of the voting shares at News Corp. and his close friend and backer Saudi Prince Alwaleed bin Talal owns 7%. So a majority vote against any of the board nominees is pretty unlikely. And since no one has announced plans to run a dissident slate in opposition, the nominees really only need one vote to be re-elected.

Citing the ongoing UK newspaper hacking scandal, ISS said the unethical business practices and their resulting costs can be traced to a lack of board independence. It recommended election of only two current directors: Joel Klein, the former head of the US DOJ’s Antitrust Division, who is leading the internal investigation of the hacking scandal; and James Beyer, a partner at the venture capital firm Accel Partners, who has been nominated as a new independent director as two others retire.

Another advisory firm, Glass Lewis & Co., has advised clients to vote against Lachlan and James Murdoch – but, interestingly, not their CEO father Rupert – plus four other directors. Those are Arthur Siskind, former General Counsel at News Corp. and now Sr. Advisor to the CEO; Natalie Bancroft, an independent director from the family which owned Dow Jones before selling it to News Corp.; and Andrew Knight, retired chairman of News Corp.’s UK newspapers.

The News Corp. annual meeting is set for October 21st.