Murdoch bats away calls for reform at News Corp

The impetus for reform at News Corporation, indeed for rolling Rupert Murdoch as chairman, had dissipated months before the annual meeting at Fox Studios in Los Angeles this morning.

In the end, it was a subdued affair. Despite the predictable opposition to its prodigious pay and poor corporate governance, all motions were comfortably passed in the company's favour. Rupert Murdoch spoke for 40 per cent of the stock. He always had the numbers.

And the News Corp share price - that ultimate barometer of shareholder wellbeing – had sapped the momentum of dissent which was so pervasive last year as the high drama of the phone tapping scandal in the UK was unfolding.

After all, the stock was up 45 per cent. It seemed almost churlish for shareholders to complain.

As Rupert Murdoch had tweeted last Thursday as he prepared for the meeting, “Signs pretty peaceful, but any shareholders with complaints should take profits and sell!”

In the face of questions this morning from disaffected pension fund reps and beleaguered shareholder activists, Murdoch and his lieutenants Andrew Knight and Viet Dinh politely elucidated again their “like it or lump it” philosophy.

How did Murdoch's tweeting square with comments by Viet Dinh, an independent director, about listening to shareholder concerns, asked a fund manager.

It didn't. Yet this was a forlorn “gotcha” moment.

“We always consider what shareholders have to say,” responded the chairman curtly, before fielding a final Dorothy Dixer about how wonderful News Corp's news was, and wrapping up the meeting in a slick hour and 21 minutes.

There you have it. You can run a systematically criminal enterprise, albeit unwittingly, which leads to multiple police probes and 60 arrests, but as long as the share price is up … well, like it or lump it.

It's all about the shares. And there can be no quibbling from a financial management perspective.

As the phone hacking scandal broke in the UK, News moved swiftly to head off any share price damage – and consequent exposure to a shareholder class action – by launching a massive share buy-back.

So far the scandal has cost $US224 million, not much for a company of this size, and its legal ramifications have so far been contained to Great Britain.

Then, in a deft strategic move a couple of months ago Murdoch announced plans to split the company into two, hiving off the publishing assets from entertainment, again sustaining the share price. The market adores a demerger.

If there is a nexus between governance and performance, it is not obvious in the case of News, or perhaps it is subject to a “lag effect”.

News Corp's pay has always been too high, its corporate governance a relic of the 1970s and its board is about as independent as your average Perth junior mining company.

But the 81 year old media mogul, despite his travails of the past two years, is safe for now, thanks to a buoyant share price and rising profits.

What really got the goat of Australian shareholders this year though was that they had even less say in the affairs of News than ever.

For 20 years they have had to tolerate News Corp 'super-share' structure. That is, while Rupert Murdoch has less than a 15 per cent economic interest in News Corp he controls the group with an iron fist thanks to its dual classes of shares.

The Murdochs own the Class B shares which carry a vote, unlike the Class A shares. They own nearly 40 per cent of this voting stock. Add that to the 7 per cent held by the Saudi Prince Alwaleed bin Talal, a friend of the family, and the result of the annual meeting was always academic.

For overseas shareholders, Australians for instance, there was another setback for shareholder democracy this year – the 'latest gerrymander' as the critics have dubbed it.

News has suspended half the voting rights of its B class shares who were not resident in the US. This was, rather conveniently, to comply with US federal laws requiring owners of a broadcast licence to have no more than 25 per cent of their shares held by non-US shareholders.

So what little say us foreigners enjoyed in the proceedings had already been chopped in half.

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