October 28, 2021

DealBook: Investor Adviser Urges Ousting Most News Corp. Directors

Rupert Murdoch, chairman and chief executive of the News Corporation.Mark Wilson/Getty ImagesRupert Murdoch, chairman and chief executive of the News Corporation.

8:00 p.m. | Updated

A major investor advisory firm recommended Monday that shareholders of the News Corporation vote against the re-election of a vast majority of the media conglomerate’s board, including Rupert Murdoch and his sons, who control the company.

The firm, Institutional Shareholder Services, wrote in a report that the News Corporation’s incumbent directors, 13 out of 15 board members, failed to prevent the company from stumbling into a morass of corporate troubles.

Chief among these is the phone-hacking scandal in Britain that has led to the arrests of several News Corporation executives, parliamentary hearings and a public apology by Mr. Murdoch.

The scandal flared up in July, when The Guardian newspaper of London reported that reporters for a News Corporation publication, News of the World, had hacked into the voice mails of a 13-year-old murder victim, Milly Dowler. It eventually grew to encompass charges of widespread hacking and illicit bribes paid to British police officers.

The scandal has cost the News Corporation financially. The company eventually closed News of the World after 168 years and scuttled plans to buy control of a major satellite television provider, British Sky Broadcasting, for about $12 billion.

Institutional Shareholder Services wrote that the phone-hacking revelations had exposed “a striking lack of stewardship and failure of independence by a board whose inability to set a strong tone-at-the-top about unethical business practices has now resulted in enormous costs — financial, legal, regulatory, reputational and opportunity — for the shareholders the board ostensibly serves.”

Only two of the News Corporation’s director nominees, Joel I. Klein and the venture capitalist James Breyer, received the advisory firm’s approval, since they have served on the board for only a few months. Mr. Klein, who formerly served as the chancellor of New York City’s public schools, is helping supervise the phone-hacking inquiry.

Firms like Institutional Shareholder Services can hold great sway over public companies’ investors. Many large shareholders often follow proxy advisers’ recommendations.

Still, the firm’s call to arms is largely symbolic, since Mr. Murdoch, the News Corporation’s chairman and chief executive, controls about 40 percent of the company’s voting shares. Prince Walid bin Talal of Saudi Arabia, who owns about 7 percent of News Corp.’s stock, publicly backed the company’s management in July.

Institutional Shareholder Services also took issue with the News Corporation’s executive compensation plans, particularly the near-tripling of Mr. Murdoch’s cash bonus for the 2011 fiscal year to $12.5 million.

It noted that Chase Carey, the News Corporation’s deputy chairman and chief operating officer, received a tax benefit when his contract was renewed, although his base salary was cut in half to $4.05 million.

The firm recommended voting against the executive compensation proposal, although it is only advisory.

As expected, the News Corporation took issue with the recommendations, saying it “strongly disagrees” with them.

“The company takes the issues surrounding News of the World seriously and is working hard to resolve them,” Teri Everett, a company spokeswoman, said in a statement. “However, I.S.S.’s disproportionate focus on these issues is misguided and a disservice to our stockholders. Moreover, I.S.S. failed to consider that the company’s compensation practices reflect its robust performance in FY 2011 driven by its broad, diverse group of businesses across the globe.”

Shares in the News Corporation closed up more than 4 percent on Monday, at $16.97.

Article source: http://feeds.nytimes.com/click.phdo?i=131482804d54c127b83b0b736a83ad74

Meetings Indicate British Officials’ Links to Murdochs

Pressure on Mr. Osborne mounted Tuesday as details of his extensive meetings with the Murdochs and leaders of the News Corporation’s British subsidiary, News International, were released.

A diary posted on the official Web site of the Exchequer showed that his encounters continued even after a new police inquiry into hacking had begun, and as the government neared a crucial decision on the Murdochs’ $12 billion bid, subsequently abandoned, to take complete control of British Sky Broadcasting, the country’s dominant satellite broadcaster.

The political significance of what appeared to be Mr. Osborne’s husbanding of the government’s ties with the Murdoch empire lay in large part in his role as the chief architect of Prime Minister David Cameron’s contentious program of harsh austerity measures. Those measures have made Mr. Osborne, 40, one of the most divisive figures in British politics. Any hint that he is politically vulnerable in the hacking scandal could affect the government’s declared resolve to hold unwaveringly to its economic policies, which combine steep spending cuts with tax increases.

The release on Tuesday of new data showing that the economy grew only 0.2 percent in the second quarter, well short of the economic acceleration the government had hoped to show, added to the pressure on Mr. Osborne.

The figures prompted new criticism from the Labour Party and economists opposed to the austerity program, with Labour’s chief economic spokesman, Ed Balls, calling Mr. Osborne “breathtakingly complacent,” and demanding immediate measures to stimulate the economy.

But Mr. Osborne stuck to his guns. “We are traveling a difficult road, but it is the only road that leads to a lasting private sector recovery, and to the jobs we all want to see,” he said.

Mr. Osborne has also drawn criticism from within the Conservative Party for his role in hiring Mr. Coulson. According to two party insiders, Mr. Osborne had pushed for Mr. Coulson, partly out of a belief that it would help cement Rupert Murdoch’s support in the national elections.

The posting of Mr. Osborne’s meetings with News Corporation executives followed Mr. Cameron’s disclosure that he had 26 meetings and social engagements with Rupert Murdoch, his son James and their lieutenants since taking office in May 2010. The Labour leader, Ed Miliband, has released his own list, showing 15 meetings or social contacts with News International executives over the same period.

According to the Exchequer’s listing, which did not include interviews with journalists, Mr. Osborne met 10 times with the two Murdochs and their former lieutenant, Rebekah Brooks. These were among 16 meetings or social occasions Mr. Osborne attended at which News International executives were present — representing a third of all meetings he had with senior figures from all of Britain’s media organizations. Mr. Coulson and Ms. Brooks, who resigned this month as chief executive of News International, are among a group of people who worked for News International and The News of the World who have been arrested in connection with the phone hacking case.

Ms. Brooks is among those who have said publicly that it was Mr. Osborne’s idea to appoint Mr. Coulson as the Conservative Party’s chief media adviser in 2007, a post that carried him into Downing Street after the election. Mr. Coulson resigned from his government post in January, citing “distractions” from the phone hacking scandal.

Scrutiny of Mr. Osborne’s encounters with the Murdochs and their top British executives seemed likely to focus on a meeting in April with James Murdoch and Ms. Brooks for what was described in the document as a “general discussion.” That meeting occurred as a reinvigorated police inquiry began to gain pace with the arrest of senior News of the World journalists. Another occasion on the list, with Rupert Murdoch in December, occurred two weeks before the government was to rule on his proposed takeover of the remaining shares of British Sky Broadcasting.

A spokesman for Mr. Osborne, referring to the April meeting, said Mr. Osborne had explained to James Murdoch and Ms. Brooks that he could not discuss the takeover bid, which was being handled, on Mr. Cameron’s orders, by another official.

The spokesman added that “the topic was not raised at any other discussion” with the Murdoch executives. But Tom Watson, a Labour member of Parliament, called the frequency of Mr. Osborne’s meetings “absolutely remarkable,” and he called on the chancellor to disclose what was discussed at those meetings.

Don Van Natta Jr. and Jo Becker contributed reporting.

Article source: http://www.nytimes.com/2011/07/27/world/europe/27hacking.html?partner=rss&emc=rss

Victim’s Family Appears Amid Rage at Tabloids

It had taken less than 10 days for the anger that swept Britain over the story of Milly Dowler’s cellphone to build into the political earthquake that forced Mr. Murdoch, the 80-year-old tycoon, to abandon the latest, and what could be the last, of his great business coups — an attempt to acquire the rest of British Sky Broadcasting for the News Corporation, the corporate giant that makes Mr. Murdoch one of the world’s most powerful news media figures.

The Dowlers had been shielded, until Wednesday, by their lawyer, Mark Lewis. He has fielded a frenzy of media questions since the news broke last week that, according to the police, a Murdoch-owned tabloid, The News of the World, had hacked into the voice-mail messages of the 13-year-old Milly after she was abducted in 2002 and while her family waited for some sign that she was still alive.

That sign came, the family thought, when the police told them that some of the messages they had left on the cellphone that Milly was carrying had been deleted. In reality, the police said, the messages were erased at the newspaper’s behest, to make room for more messages that could be hacked to embellish articles on her disappearance. Ms. Dowler was later found murdered.

In the years since, a faltering police investigation pointed to the Dowler case as only one of scores, possibly thousands, of cases in which ruthless newspapers, mainly The News of the World, have been accused of engaging in phone hacking in their relentless pursuit of scoops — as well as other covert newsroom tactics that may have included identity theft and bribery of police officers.

But now, the Dowlers were in the eye of the nation, greeted at 10 Downing Street by Prime Minister David Cameron.

They had been invited earlier for a meeting with the opposition leader, Ed Miliband, and welcomed as honored guests in the visitors’ gallery at the House of Commons. They became witnesses to the day when the cascading accusations about wrongdoing by newspapers in Mr. Murdoch’s British stable brought not only the withdrawal of his $12 billion bid for British Sky Broadcasting, but also what many politicians hailed, perhaps without too much overstatement, as the day when the country’s long-skewed democratic balance began to be restored.

On the Downing Street pavement, Mr. Lewis, speaking to a news media throng, said that after what had been “an earth-shattering week for everybody,” the family was pleased with the withdrawal of the British Sky Broadcasting bid. It demonstrated, the family’s lawyer said, that “however big an organization is,” it could be held to account in a society under law. “Politicians and the public,” he said, “are saying, ‘Enough is enough.’ ”

The words could have been the theme for what was happening 500 yards away in the House of Commons, where something not witnessed in decades was happening. In recent times, the 700-year-old chamber has been mired in conflict and embarrassment over an expenses scandal that ended the careers of dozens of lawmakers in the prelude to last year’s general election.

But Mr. Murdoch’s abandonment of the takeover in the face of political pressure — in particular, the united will of an outraged House of Commons — generated a sense of something like a liberation from Britain’s rampaging tabloids. The lawmakers were celebrating having curbed, at least for now, the influence of editors and reporters who had become something of a parallel power with little accountability — even if the lawmakers themselves sometimes empowered the tabloids by seeking their support.

Mr. Cameron described the end of the BSkyB bid as “a victory for the good, decent people of Britain.” But he also sought to halt the slump in his own fortunes by trying to explain, once again, why he had hired as his chief spokesman Andy Coulson, who was the editor of The News of the World when, the police say, much of the phone hacking and at least some of the bribery appears to have taken place.

Article source: http://www.nytimes.com/2011/07/14/world/europe/14hacking.html?partner=rss&emc=rss

Murdoch Reported to Drop British Satellite Bid

There was no immediate official confirmation of the news.

The development was the latest upheaval flowing from the phone hacking scandal within Mr. Murdoch’s British newspaper empire that has convulsed his company and ended what, for years, had been a close, cozy and influential relationship with the British establishment.

Only hour s before the news, Prime Minister David Cameron had sought to distance himself from Mr. Murdoch and had urged him to drop the bid for British Sky Broadcasting, also known as BSkyB. The announcement came just before Parliament was set to approve a cross-party call for Mr. Murdoch to abandon his ambitions toward the broadcaster.

On Wednesday, Mr. Cameron offered details for the first time of a broad inquiry into the relationships among the police, politicians and the press in the broadening scandal confronting the Murdoch newspaper holdings in Britain.

Speaking to Parliament, Mr. Cameron said that the inquiry would be led by a senior judge, Lord Justice Leveson, and that it would have the power to summon witnesses to testify under oath. The announcement came as Mr. Cameron fought to recover the initiative in a scandal that has turned into potentially the most damaging crisis of his time in office.

He said the inquiry would examine the ethics and culture of the British media as well as the accusations of phone hacking at The News of the World underlying the scandal. It would also investigate why an initial police inquiry failed to uncover the extent of the scandal and allegations that journalists paid corrupt police officers.

He said he wanted the inquiry to be “as robust as possible, one that can get to the truth fastest and get to work the quickest, and one that commands the full confidence of the public.”

Mr. Cameron said it should complete a report on the future regulation of the press within a year, but he acknowledged that inquiries into allegations of criminal wrongdoing — which the police are also investigating — would take longer.

Mr. Cameron’s Conservative Party took power in May 2010, supported by some of the newspapers in Mr. Murdoch’s British stable, and his critics said that he, like some of his predecessors in 10 Downing Street, sought to maintain that support even as the phone hacking scandal smoldered before erupting into a crisis

Only a week ago, Mr. Cameron said it was not for politicians to interfere in the workings of private companies. But on Wednesday, he urged Mr. Murdoch to abandon his $12 billion bid for more than 60 percent of the shares in British Sky Broadcasting which he does not already own, saying Murdoch executives should “stop the business of mergers and get on with cleaning the stables.”

Later Mr. Cameron met the parents of Milly Dowler, a 13-year-old girl abducted and murdered in 2002. The phone hacking scandal exploded last week with reports that The News of the World had tried to hack into her voice mail after she went missing. Up until then the phone hacking had seemed to be restricted to the voice mails of prominent people.

In a rancorous session at the weekly encounter in Parliament known as prime minister’s questions, Mr. Cameron also came under renewed pressure from opposition Labour leader Ed Miliband to explain his relationship with his former director of communications, Andy Coulson, a former editor of The News of the World — a top selling Sunday tabloid at the epicenter of the scandal which the Murdoch family ordered closed last weekend.

A lawmaker also asked if there was evidence that journalists at News International, a British subsidiary of Mr. Murdoch’s News Corporation, had tried to hack into the voice mail of victims of the Sept. 11, 2001 attacks in the United States, as they are accused of doing in Britain after the July 7 London bombings in 2005.

The Daily Mirror newspaper had reported that journalists had sought to secure phone data concerning Sept. 11 victims from a private investigator in the United States. Mr. Cameron said he would investigate the issue.

In what seemed an indication of further uncertainty at News International, news reports said Tom Crone, the company’s legal manager, had left the firm but it was not clear why.

John F. Burns and Don Van Natta Jr. reported from London, and Alan Cowell from Paris. Reporting was contributed by Jo Becker, Ravi Somaiya and Graham Bowley from London, and J. David Goodman from New York.

Article source: http://feeds.nytimes.com/click.phdo?i=3edc3ea69ae5a79f960bf602d5cf3483

Media Decoder: News Corporation Looks to Bolster Stock With Buyback Plan

The News Corporation on Tuesday moved to stanch the accelerating drop in its stock price, announcing a program to repurchase $5 billion in shares.
Since last week, when a phone hacking scandal involving one of the company’s British tabloids was revealed to be far more widespread than previously known, News Corporation’s stock had lost about 15 percent of its value.
Investors, nervous that the widening controversy would imperil the company’s bid to acquire the parts of British Sky Broadcasting that it does not already own, have dumped shares over the last several days.
But the announcement of the stock repurchase seemed to boost their confidence in News Corporation on Tuesday. Shares rose more than 1 percent on the Nasdaq and were trading at around $15.70 in late morning.
News Corporation had $11.8 billion in cash and cash equivalents as of the end of March, money that it had planned to put toward the BSkyB purchase. It already owns just under 40 percent of the satellite company, but last year bid for the remainder. The deal is a centerpiece of News Corporation’s efforts to expand.
But those plans are now delayed for at least several months — time the company hopes will allow for the furor over the hacking to subside. On Monday, News Corporation withdrew its intention to spin off BSkyB’s 24-hour Sky News Channel, a move that automatically triggered a more lengthy regulatory review process.
The deal appeared in increasing jeopardy in recent days, with members of the British government urging News Corporation’s chairman, Rupert Murdoch, to withdraw his bid. Nick Clegg, the deputy prime minister, said Monday that Mr. Murdoch should “do the decent and sensible thing, and reconsider” his efforts to buy the rest of BSkyB.
Mr. Clegg’s remarks helped send News Corporation’s shares tumbling almost 8 percent on Monday.

Article source: http://mediadecoder.blogs.nytimes.com/2011/07/12/news-corporation-looks-to-bolster-stock-with-buyback-plan/?partner=rss&emc=rss

Former Aide to Cameron Is Arrested in Tabloid Scandal

For Mr. Cameron, the day’s events took an ominous turn that suggested he may be embroiled in the scandal for months, or even years, as he struggles on a broader front to make historic cuts in public spending, his government’s primary goal.

He announced plans for two public inquiries, one to investigate the phone hacking and the police failure to effectively investigate it over the past five years, and another into the “culture, practices and ethics” of British newspapers. But as he did, his former media chief at 10 Downing Street, Andy Coulson, previously the editor of The News of the World, the Murdoch paper at the heart of the scandal, was arrested for police questioning.

The day brought further bad news for the Murdoch empire, with the head of the government agency that regulates broadcast media, Ofcom, writing to John Whittingdale, chairman of the parliamentary committee that monitors media matters, to say that the agency intended to review Rupert Murdoch’s proposed $12 billion bid for outright ownership of British Sky Broadcasting.

The deal requires government approval, including whether the company’s executives are “fit and proper” ethically as well as financially to own one of the country’s most powerful media companies. Reflecting criticism that the Cameron government, and Ofcom, have taken too accommodating a view of the Murdoch bid, the agency signaled that it might be prepared, after reviewing the phone hacking scandal, to veto the bid.

The letter said that Ofcom was “very conscious of the level of concern” in the country about the News of the World misdeeds.

The 43-year-old prime minister, in office just a year, appeared to time his remarks at a news conference on Friday in an effort to steal the headlines from the arrest of Mr. Coulson and a former News of the World reporter, Clive Goodman, who has already served a jail term for his role in the paper’s hacking of the royal family’s cellphones. But he could not overcome a series of shocking disclosures, including a report in The Guardian that police were investigating reports that an executive with News International, the British arm of Mr. Murdoch’s News Corporation, had tried to delete millions of e-mails from a News of the World archive “in an attempt to obstruct Scotland Yard’s inquiry into the affair.”

Later, Rebekah Brooks, the chief executive of News International, told reporters and editors at The News of the World’s headquarters on Friday that the criminal investigation would lead to “a very dark day for this company” and help explain why Murdoch executives decided Thursday to shut the paper down after 168 years as one of Britain’s leading newspapers.

Ms. Brooks, editor of the paper when its employees hacked the cellphone of Milly Dowler, a 13-year-old who was abducted and murdered — something she has said she knew nothing about — again rejected demands that she resign, a step that Mr. Cameron, reticent on the matter until Friday, had urged at his new conference.

Ms. Brooks, a friend of Mr. Cameron’s, enraged many of those attending The News of the World meeting, according to some of those who attended, by appearing to equate her plight — still employed, but an object of withering public censure — with those of the paper’s employees who will lose their jobs after it publishes its last edition on Sunday. “This is not exactly the best of times in my life,” she said. “I feel exactly the same as you.”

Ms. Brooks’s discomfort paralleled that of Mr. Cameron. For the second time in three days, after a raucous melee in the House of Commons on Wednesday, he sought to cast himself at his news conference as the man to rescue Britain from a scandal that he described as “simply disgusting” — allegations that The News of the World, Britain’s most widely read Sunday paper, hacked into the voice mail messages not just of Milly Dowler, but of relatives who lost family members in the wars in Afghanistan and Iraq and others who lost loved ones in the July 2005 terrorist bombings on London’s transit system.

Facing the biggest crisis to hit a British leader since Tony Blair defied public opinion and carried Britain into the Iraq war, Mr. Cameron answered critics — in his own Conservative Party, as well as the Labour opposition — who have questioned his judgment, and even his honesty, in hiring Mr. Coulson to work on his personal staff only months after the former media chief had been forced to resign in the first round of scandal over phone hacking at The News of the World, in 2007. His principal defense was that he acted in the belief that the former editor deserved “a second chance” after his demise at the tabloid, when he told police that he had no knowledge of the tabloid’s phone hacking.

John F. Burns reported from London, and Alan Cowell from Paris. Reporting was contributed by Sarah Lyall, Jo Becker, Julia Werdigier and Ravi Somaiya from London; Tim Arango from Baghdad; and Jeremy Peters and Brian Stelter from New York.

This article has been revised to reflect the following correction:

Correction: July 8, 2011

An earlier version of this article omitted the given name and title of Ed Miliband.

Article source: http://feeds.nytimes.com/click.phdo?i=4c7bd7038c55d181dbe8c3932ef13458

Scandal Shifts Britain’s Media and Political Landscape

The decision by Rupert Murdoch’s media conglomerate, the News Corporation, to close the paper, The News of the World, seemed to be a calculated move to help protect Mr. Murdoch’s proposed $12 billion takeover of the pay-television company British Sky Broadcasting. But it hardly put an end to the uproar, or to Mr. Murdoch’s connection to it.

The scandal exposes a web of relationships between the Murdochs’ empire on the one hand and the police and politicians on the other. And it poses new challenges for Mr. Murdoch, a media tycoon who has at times seemed to hold much of Britain’s political establishment in thrall, cultivating connections to both Labour and Conservative governments and using the prospect of his support — or its withdrawal — to help drive his political agenda.

In a statement of strikingly self-critical apology, Mr. Murdoch’s son and heir apparent, James Murdoch, admitted that News International, the company’s British subsidiary, had “failed to get to the bottom of repeated wrongdoings that occurred without conscience or legitimate purpose.” The company’s repeated assertions that the scandal was “confined to one reporter,” had proven untrue, he said, “and those who acted wrongly will have to face the consequences.”

According to several people who have been briefed on the matter, it appeared increasingly likely that Andy Coulson, a former News of the World editor who most recently worked as the chief spokesman for Prime Minister David Cameron’s government, would be arrested Friday on suspicion of illegally paying the police for information during his editorship. His arrest, if it does take place, would be a huge blow not just to Mr. Murdoch, but to the government and to Mr. Cameron’s Conservative Party.

The prime minister has always vouched for Mr. Coulson’s integrity and said he believed Mr. Coulson’s assurances that he had done nothing wrong.

By closing the weekly News of the World, which is 168 years old and is Britain’s largest-circulation newspaper, Mr. Murdoch seems determined to try to limit damage from the scandal and remove a possible obstacle to the takeover of British Sky Broadcasting, known as BSkyB.

According to a person close to Mr. Murdoch, the move also gives him an excuse to do something he had planned to do anyway: turn his flagship Sun tabloid into a seven-day operation, preserving his lucrative share in the Sunday newspaper market while decontaminating the brand by removing its association with The News of the World.

Critics of Mr. Murdoch said the move was more expedient than remorseful. “This seems like a cynical rebranding exercise,” said Jeremy Reed, a lawyer for several public figures who have sued The News of the World over allegations that the paper had hacked into, or intercepted, their cellphone messages.

The unfolding scandal also raises new questions about the close relationship between the police and the tabloid news media in Britain.

According to another person familiar with the possible charges, e-mails recently turned over to the police from The News of the World linked Mr. Coulson and half a dozen other people, including high-ranking editors, to payments to the police “in the six figures.”

The payments were said to be not just for news tips, a standard tabloid practice despite its illegality, but also for substantial information, including confidential documents held by the police. Not only would any arrests be a blow to News International, the News Corporation’s British subsidiary, but the company also faces the awkward prospect that any current or former News of the World employee facing prison might be tempted to argue, with specific examples, that wrongdoing was widespread at the paper.

Accusations of illegal behavior at The News of the World have swirled for some time at no obvious cost to the newspaper, whose salacious focus on frothy sex scandals and show-business gossip helps it sell some 2.7 million copies every Sunday. But public revulsion spilled over this week at new allegations — separate from those linked to Mr. Coulson — that the paper hacked into the phones of a 13-year-old murder victim, Milly Dowler, the families of slain soldiers and victims of the 2005 subway bombings.

Reporting was contributed by Jo Becker, Julia Werdigier and Ravi Somaiya from London, Jeremy Peters and Brian Stelter from New York, and Tim Arango from Baghdad.

Article source: http://www.nytimes.com/2011/07/08/world/europe/08britain.html?partner=rss&emc=rss