Murdoch Faces First Election to News Corp Board in 2007

Oct. 17 (Bloomberg) -- News Corp. Chief Executive Officer Rupert Murdoch will stand for election to the company's board of directors for the first time in 2007, complying with U.S. regulations after shifting headquarters to New York from Australia.

Murdoch wasn't required to face election under Australian law, News Corp. spokesman Andrew Butcher said today in an interview.

Corporate governance at News Corp., the fourth-largest U.S. media company was criticized last week when 12 pension and investment funds sued claiming Murdoch, 74, reneged on a promise to put a ``poison pill'' takeover defense to a shareholder vote. Institutional Shareholder Services, the largest U.S. proxy adviser, is urging stockholders to withhold support for four directors up for re- election at the annual meeting, saying corporate governance needs to be improved.

The Observer of London yesterday reported that News Corp. is proposing reforms to quell shareholder anger about Murdoch's control over the media company. Butcher disputed the report, saying News Corp. doesn't plan to make changes in its corporate governance.

One change that shareholders are seeking, creation of an independent majority on the board, already is in place, Butcher said. Independent directors became the majority on the 13-member panel last week when board member Stanley Shuman, a managing director at Allen & Co. LLC, resigned, he said.

Murdoch said on Oct. 11 that extending the poison pill through August 2007 was ``completely legal.''

Institutional Shareholders Service said in a report issued Oct. 7 that the company's refusal to rescind the defense would amount to ``a breach of trust between the board and its shareholders.''

Poison-pill defenses are designed to make hostile takeovers too expensive by letting existing shareholders buy stock at a discount when the bid is made.

 
 
Date Posted: 17 October 2005 Last Modified: 17 October 2005