Murdoch versus the minnows

It didn't feel like a rebellion, more a minor uprising, but as a succession of small shareholders berated Rupert Murdoch from the floor of New York's Hudson Theatre, the News Corp chairman's patience began to wear thin.

The company's first AGM since moving from Australia to America had begun amicably enough at 10am on Friday, as a small gathering of around 100 investors, analysts and journalists made their way into the auditorium.

The votes that counted had already been cast, and the huge shareholder backlash some had predicted had failed to materialise. Just under 15 per cent of institutional shareholders refused to endorse the re-election of four News Corp directors - a protest at the extension of a 'poison pill' arrangement designed to prevent John Malone increasing his stake in the company.

But the presence of Andrew Clearfield, secretary of shareholder group Global International Governance Network, provided a reminder that opposition to the scheme still runs deep. When Malone's 20 per cent stake, and the near 30 per cent controlled by Murdoch are discounted, more than one in five still chose to defy the company.

Annual meetings traditionally provide assorted crackpots and disaffected employees a chance to be heard, and this one was no different. Among the dissenting voices on this occasion was shareholder activist and corporate governance expert Evelyn Davis, a familiar face at many meetings. She interrupted Murdoch's opening address before he could hit his stride. 'I have a question,' she shouted from her red velvet seat towards the front of the auditorium, seconds after he had risen to his feet. 'I think later on, Miss Davis - you'll have plenty of time,' Murdoch insisted politely.

A few minutes earlier, 14 News Corp executives had squeezed on to the stage and, sitting obediently behind a long table covered with a black drape, watched silently as Murdoch introduced them. Some raised their hands when their names were called out, like schoolboys answering a register. Others, including former BA chief executive Rod Eddington and Lachlan Murdoch, stared serenely into the half-empty space.

The small theatre on 44th Street and Broadway, a block away from News Corp's towering headquarters in midtown Manhattan, is now part of a conference centre, but it can rarely have hosted a more bizarre two-hour performance during its 102-year history.

Murdoch hurried through the first four items on the agenda, emphasising that, apart from one shareholder, just 5.5 per cent of investors had voted against the re-election of company directors. Malone had voted in favour.

But then the cross-examination began. Davis took the microphone, adjusted her hearing aid, and admonished Murdoch. 'We have a good board, but they should be willing to submit themselves to re-election every year. You are in the United States now.' She would be putting this in writing, she said. 'I hope, Rupert, when you get my proposal you will give me a call.' Murdoch smiled benignly, his finger pressed thoughtfully against his lower lip. 'Thank you for that contribution,' he said.

The mood changed when an Australian shareholder - a veteran of seven News Corp AGMs and a former Murdoch journalist - took to the floor. 'One of the problems with the poison pill is it has caused the share price to tank by 10 per cent,' he said.

'That's totally coincidental,' Murdoch shot back, his left hand by now resting on his hip. 'All the media stocks are out of favour at the moment. You're from Australia. There are different rules in Australia to prevent a creeping takeover. The poison pill is simply to prevent someone from taking over the company without paying a premium. [Malone] can come and make a $100-a-share offer right now and the board will look at it.' A further question was met with a raised hand. 'I'd like you to sit down and take your turn,' he said.

Like a newsreader who had lost his line on the autocue, Murdoch returned to the agenda at the wrong place. 'Everyone is limited to [two questions] ... we've broken that rule already. Sorry,' he said sarcastically, before presenting an overview of News Corp's 2005 results. 'Net income up 39 per cent to $2.1bn - a record. Revenues up 15 per cent to $23.9bn - another record. If I listened to some of my critics, News Corp would still be a small newspaper company in Australia.'

Then Clearfield finally rose to make his point. It should have been the big set-piece confrontation, but as he detailed shareholder concerns about the extension of the poison pill - a measure they claim Murdoch promised to put to a shareholder vote - his prepared statement said little that had not been said before.

'You broke your promise and your shareholders' trust in you,' he read, sounding less like an angry shareholder than a beleaguered subject petitioning a medieval king for clemency.

Murdoch is being sued by a small group of shareholders in a Delaware court over the poison pill, which provided him with an easy excuse to sidestep the issue. 'I don't wish to get into a debate with you. This is a matter for the court on 10 November.'

He hadn't put it to the vote, he added, because News Corp is in 'continuing and friendly discussions with Dr Malone and we did not want to poison those waters by holding a vote'. Talking to journalists later, he seemed to imply talks were going well: 'I don't think I'm betraying any confidences. It's really up to Dr Malone, who is as keen as I am to resolve this - to come up with a scheme that will not involve him paying taxes'.

Industry sources say Malone wants to buy some of News Corp's TV channels to beef up his cable offering in Europe. But whatever his motives, Murdoch was growing tired of the taunts from the floor: 'Why are you so scared of John Malone? He's valued at $1.9bn. He's a tiddler compared to you. Why are you so paranoid?' said one investor, adding: 'I'll ask a few more questions and then give someone else the floor.' 'That would be a nice change,' Murdoch muttered.

Had his position as chairman ever been subject to a shareholder vote since he took over in 1952? Murdoch said he couldn't remember. 'I'd be quite happy to put myself forward for re-election next year and then you can make another fine speech.' Then, asked about the surprise resignation of his eldest son Lachlan earlier this year, Murdoch snapped. 'Excuse me. I'll take no more of this.'

After the shareholders had been ushered out, a grumpy Murdoch fielded questions from the press. 'I notice that your paper got a [story about a] "big revolt" very wrong this morning,' he told a Financial Times reporter.

Questions over, it was time for him to show his human side, posing for pictures with Davis - although as he held her tightly to his side, it was difficult to tell if he was hugging her or suffocating her. More posed photographs followed with wife Wendi, before the two strolled arm in arm out into the busy New York streets, pursued by cameramen and photographers.

Watching her grip his hand tightly, it was tempting to ask the question no shareholder dared to raise: ultimately, who will have more influence over the future of News Corp after Rupert: John Malone, or Wendi Deng Murdoch?

 
 
Date Posted: 23 October 2005 Last Modified: 23 October 2005