Shareholders want the family off the board, writes Ruth Williams.
NEWS Corporation shareholders have delivered a loud rebuke to the media giant's board, posting a historic protest vote against James Murdoch and other directors in the wake of the damaging British phone hacking scandal.
Shareholder groups said the scale of the revolt placed News Corp directors under compelling pressure to reduce the Murdoch family's presence and influence on the board, and raised questions about the future of UK operations chief James Murdoch, who attracted the biggest protest vote and whose handling of the phone hacking revelations has come under fire.
Voting tallies from the company's annual meeting in Los Angeles on Friday, released yesterday, revealed that 34 per cent and 33 per cent of eligible votes respectively were "withheld" or cast against the re-election of James Murdoch and his brother Lachlan.
Three other directors Natalie Bancroft, Andrew Knight and Arthur Siskind also attracted protest votes of close to 30 per cent or more, while 14 per cent of votes were cast against Rupert Murdoch, whose dual role of chairman and chief executive was targeted at the annual meeting.
The size of the protest vote was significant, given that the Murdoch family controls about 40 per cent of News Corp's voting shares, and another 7 per cent is held by Saudi Prince Al-Waleed bin Talal, who has backed the Murdochs.
When these shares were stripped out, about 75 per cent of votes counted were cast against James Murdoch who will reappear next month before a British parliamentary committee probing the phone hacking scandal and about 72 per cent against Lachlan Murdoch.
The result follows a vocal campaign by investors and proxy advisers around the world, including the Australian Council of Superannuation Investors, which said yesterday it would be seeking talks with News Corp's independent directors to ask "what the board is going to do about such a significant vote".
"It has sent a message that can't be ignored," said ACSI chief executive Ann Byrne. "Shareholders are really trying to make the point that . . . there do not need to be so many family members on the board.
"We will now start to engage with the independent directors . . . we will ask them about the board's composition and ask that they move to have an independent board."
Ms Byrne said the size of the vote against James "cast doubt on shareholders' views of him", and questioned whether the "dissatisfaction" could carry over to his role as chairman of British pay TV operator BSkyB, which holds its annual meeting on November 29. News Corp owns 39 per cent of BSkyB, and had hoped to fully acquire it, but was forced to withdraw after revelations that its News of the World tabloid hacked the phone of a murdered schoolgirl and many other people.
Julie Tanner, from Christian Brothers Investment Services which put forward a defeated motion at the AGM for the roles of chairman and chief executive to be separated questioned how the board could not be compelled to appoint more non-executive directors. "When you back out Rupert's shares, with more than two-thirds voting against James, what must the board think?" she said.
Shareholder activist Stephen Mayne, the News Corp monitor for the Australian Shareholders Association, said the vote was a "pivotal" moment in the history of News Corp. The ASA called for Mr Knight and Mr Siskind both 20-year veterans of the board to resign immediately, in the wake of the "devastating" vote.
"I think it's very clear that shareholders around the world have rounded on the Murdochs and their compliant directors," Mr Mayne said. Mr Mayne, who attended the meeting in LA, was particularly critical of the board's decision not to display the proxy votes at the meeting thus preventing discussion of the results.
The phone hacking scandal, which broke in July, has already forced multiple resignations at UK subsidiary News International, arrests of former News Corp staff and the closure of the News of the World .
A News Corp spokesman did not return calls yesterday.
Frequently Asked Questions about this Article…
What happened at News Corp's annual meeting and why is it important for investors?
At News Corp’s annual meeting in Los Angeles shareholders delivered a historic protest vote against several directors — especially James and Lachlan Murdoch — in response to the British phone hacking scandal. The revolt signals strong shareholder concern about governance and the Murdoch family’s influence, which is important for investors because it could affect board composition, corporate strategy and the company’s reputation.
How many votes were cast against James and Lachlan Murdoch at the News Corp AGM?
Voting tallies showed that 34% and 33% of eligible votes were “withheld” or cast against the re-election of James and Lachlan Murdoch respectively. When shares controlled by the Murdoch family (about 40% of voting shares) and the 7% held by Prince Al‑Waleed were excluded, roughly 75% of votes counted were against James and about 72% were against Lachlan.
Which other News Corp directors faced significant protest votes?
Three other directors — Natalie Bancroft, Andrew Knight and Arthur Siskind — attracted protest votes of close to 30% or more. Rupert Murdoch also attracted about 14% of votes cast against him, with shareholders criticising his dual role as chairman and chief executive.
Why did shareholders revolt against News Corp’s board?
Shareholders revolted primarily because of the fallout from the British phone hacking scandal and concerns about how the company and its directors handled the revelations. Investors also expressed unease about the strong presence of Murdoch family members on the board and called for more independent governance.
What governance changes are investor groups demanding at News Corp?
Investor groups such as the Australian Council of Superannuation Investors (ACSI), Christian Brothers Investment Services and the Australian Shareholders Association are pushing for a more independent board, fewer family members on the board, and in some cases the separation of the chairman and chief executive roles. The ASA also called for the resignation of long‑serving directors Andrew Knight and Arthur Siskind.
How has the phone hacking scandal affected News Corp’s operations and deals?
The phone hacking scandal has already led to multiple resignations at UK subsidiary News International, arrests of former staff, the closure of the News of the World tabloid, and forced News Corp to withdraw its bid to fully acquire UK pay‑TV operator BSkyB (News Corp owns 39% of BSkyB).
What does this shareholder revolt mean for everyday investors in News Corp?
For everyday investors, the revolt highlights governance and reputational risks at News Corp. It could lead to changes in board composition or leadership, increased regulatory and legal scrutiny, and ongoing investor engagement. These factors may influence the company’s strategy and, ultimately, shareholder value — so investors should monitor developments and board responses closely.
Were there criticisms of how News Corp handled the AGM and proxy voting?
Yes. Shareholder activist Stephen Mayne and others criticised the board for not displaying the proxy vote tallies at the meeting, which prevented open discussion of the results. This lack of transparency drew additional investor ire amid an already heated governance debate.