March 3, 2021

Media Decoder Blog: News Corp. Board Undergoes a Shuffle

The board of directors at News Corporation, considered to be highly deferential to its chairman, Rupert Murdoch, is experiencing some turnover that will bring a new independent voice to its ranks.

James W. Breyer, a prominent venture capitalist and member of Facebook’s board, will be nominated for election to News Corporation’s board when shareholders gather for their annual meeting in October, the company said Friday.

At the same time, the company said that two longtime board members, Kenneth E. Cowley and Thomas J. Perkins, were leaving the board.

The shuffling comes as the company, under investigation on two continents for improper business and journalism practices, faces growing questions about the independence of its board of directors.

While News Corporation complies with Nasdaq guidelines for the number of directors who lack direct ties to the company, many of the directors who are considered independent for practical purposes have long histories with Mr. Murdoch.

Mr. Perkins, a leading Silicon Valley entrepreneur whose ties to the company were minimal before joining the board in 1996, and Mr. Cowley, a former executive at Mr. Murdoch’s Australian media arm, were both considered independent directors.

Mr. Breyer appears to have no direct links to News Corporation. His experience on corporate boards is deep. In addition to Facebook, he also serves on the boards of Wal-Mart, where he is the presiding independent director, and Dell.

Given his experience in the technology, Mr. Breyer’s nomination is in step with News Corporation’s strategy to make digital businesses a focal point of its growth strategy.

In a statement, Mr. Murdoch said: “Jim has a remarkable track record in the investment community and his background in media and technology will enable him to make significant contributions to News Corporation’s board.”

Just last month, the board was expected to add Elisabeth Murdoch, Mr. Murdoch’s daughter. But she and the company decided it was best to delay her nomination. Not only is News Corporation facing questions about hacking voice-mails of private citizens in Britain and anticompetitive practices in the United States, but a lawsuit over its acquisition of Ms. Murdoch’s production company, Shine.

The purchase spawned a lawsuit last spring on behalf of some shareholders. The suit, filed by Amalgamated Bank, asserted that Mr. Murdoch ran his company “as his own private fiefdom with little or no effective oversight from the board.”

News Corporation has moved to dismiss the suit.

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