MediaFile

from Breakingviews:

Rupert Murdoch’s sham governance on full display

By Jeffrey Goldfarb
The author is a Reuters Breakingviews columnist. The opinions expressed are his own.

Rupert Murdoch still gets a kick out of the “fair and balanced” slogan used by his Fox News channel. He had a good laugh about it only last week at News Corp’s annual shareholder meeting. The results of a vote conducted at that gathering, released Monday, show that everyone’s now equally in on the joke about the company’s shameful corporate governance as they are the conservative bias of his TV news operation.

A majority of stockholders who don’t share the media mogul’s last name snubbed the nomination of his children, James and Lachlan, to the board. Without the support of Rupert’s nearly 40 percent control, three more directors also would have received less than a majority vote, meaning minority holders strongly rebuked a full third of the News Corp board. Strip out another 7 percent backing from Murdoch pal Prince Al-Waleed bin Talal, and the sons, each of whom has at one time been considered a potential heir apparent, suffered a roughly two-to-one defeat.

Thanks to News Corp’s skewed governance, the vote is only symbolic. Murdoch, despite his stated humility over a British newspaper hacking scandal that has put a cloud over his $46 billion empire, retains a firm grip. He will be emboldened by the strong support from other investors for his presence on the board and their unequivocal rejection of a plan to split the chairman and chief executive roles. But there’s little comfort Murdoch and other board members can take from these votes.

News Corp investors -- like those at Viacom, CBS, The New York Times, Washington Post, Comcast and other U.S. media groups signed up for the cold shoulder when they bought into a company with a lopsided dual-share structure and a board packed with the chairman’s cronies. Yet while their voices can be disregarded on technical grounds, they have spoken too loudly even for Murdoch to ignore.

What’s next for Apple’s board?

By Lucy P. Marcus
The views expressed are her own.

With the passing of Steve Jobs, what role should Apple’s board play in keeping up the momentum of innovation, building shareholder value, and not simply meeting the market but creating it?

For so long, Steve Jobs has loomed large in Apple’s success. In his dual role as both CEO and Chair of Apple’s board, he has controlled and shaped Apple’s destiny, infusing the company with his personality and drive for innovation, as well as his unrivalled and uncanny understanding of what Apple’s customers wanted today, and more importantly, what they will want tomorrow. On the flip side, the Apple board and its directors have not played a strong role in steering the company or holding its executive team to account. Investors have grumbled, but it has been hard for them to argue with the results.

With Steve Job’s passing, attention will turn to the role the Apple board of directors will play from now on. There is an enormous amount of pressure on Tim Cook, and on the board, as the world watches to see if they have what it takes to move the company forward. Investors and stakeholders will be monitoring Apple very carefully to see if this board and the executive team are up to the task of sustaining and growing Apple, especially at a time when other high profile tech company boards, such as Yahoo and HP, have been publicly displayed as not up to the task. There is also the added pressure of running the second highest-valued publicly traded company in America.

UPDATED: News Corp’s new independent director Breyer not so, says investor

Rupert and Wendi Murdoch

Updated with official News Corp response below.

We don’t know what quite to make of this but CtW Investment Group,  a union-affiliated shareholder lobbyist, is raising a stink about News Corp’s new independent director appointment, Accel Partners’ Jim Breyer.

CtW, which claims its affiliations represent pension funds of some 5.5 million Americans or some $200 billion in assets, says Breyer, a venture capitalist best known as an early investor in Facebook, isn’t as independent as the board claims.

In a 1,400-word letter addressed to Viet Dinh, chair of News Corp’s nominating & corporate governance committee,  CtW lists a range of claims about Breyer’s relationships with News Corp, the Murdochs and his record as a director with major names like Wal-Mart and Dell.