Tactics for News Corp AGM
October 15, 2010
Dear Season Ticket holders,
The News Corp AGM is now just 13 and a half hours away and I've been awake for 29 hours so apologies if this pre-meeting edition is a touch on the brief side.
I'm safely checked into the hotel and did plenty of reading on the plane, finishing Man Bites Murdoch plus having a detailed look at the proxy statement which governs tomorrow's proceedings.
Rupert usually tries to rush straight into the formal business and deal with every item at once before he gives an informal address at the end.
Two years ago he promised general questions at the end but then reneged so it will be very important to get him to agree on the process from the get go.
All Australian AGMs deal with the director elections one at a time and this gives ample opportunity to speak on numerous occasions. For instance, the last two contributions at JB Hi Fi on Wednesday were both related to directors being re-elected. Have a listen here.
Because all 16 News Corp directors are up tomorrow, Rupert will no doubt just try to deal with them all at once.
However, there's a key line in the proxy statement on page 16 which I'm going to quote at him: "Directors are encouraged to attend and participate in the Company's annual meeting of stockholders."
I'm then going to request that at least three directors participate by answering one question each. It's important not to ask for too much but to push reasonably firmly for multiple cracks at the microphone.
There are a range of options for individual director questions but an obvious one is get 30 year old opera singer Natalie Bancroft to talk about how she's going representing her family after the Dow Jones acquisition and what it's like being the only female on the board.
As the lead independent director it will be a must to get Sir Rod Eddington participating and I'm leaning towards asking him whether he can cite a single example where the independent directors rolled Rupert on a major decision. The definition of independent directors is also a joke, given they include Rupert's oldest Australian mate, Ken Cowey, when he's been working for Rupert since 1964.
Viet Dinh, author of The Patriot Act for George Bush, heads the nomination committee so I'll attempt to engage with him on succession planning given Rupert turns 80 next March.
We then have two shareholder resolutions which will hopefully be dealt with separately. The first comes from a Chinese American calling for the board to establish a Human Rights Committee to track News Corp's commercial operations in China. I've brought along a copy of Bruce Dover's book, Rupert's Adventures in China, and will attempt to engage on how relations with the Chinese leadership are travelling and whether News did indeed lose billions in China.
The second shareholder resolution is on executive pay so that should provide an opportunity to quote the recent CGI Glass Lewis report that Rupert's pay was the 18th most egregious in the S&P500. It is also interesting that Rupert and son James don't have employment contracts but have signed new letters of understanding in August. Rem committee chair Andrew Knight should be engaged on this one.
After that there willl hopefully be one last opportunity for general questions and that's where Bruce Guthrie, Fox News, UK phone tapping, Melbourne Storm, Rupert's gerrymander, page 3 girls, pathetic dividends, beating up on Obama etc etc will hopefully get a good burst.
That's all for now but we'll let you know how it goes on Saturday and don't forget to listen to the webcast on the News Corp website from 1am Australian time if you're really keen.
Do ya best, Stephen Mayne
The News Corp AGM is now just 13 and a half hours away and I've been awake for 29 hours so apologies if this pre-meeting edition is a touch on the brief side.
I'm safely checked into the hotel and did plenty of reading on the plane, finishing Man Bites Murdoch plus having a detailed look at the proxy statement which governs tomorrow's proceedings.
Rupert usually tries to rush straight into the formal business and deal with every item at once before he gives an informal address at the end.
Two years ago he promised general questions at the end but then reneged so it will be very important to get him to agree on the process from the get go.
All Australian AGMs deal with the director elections one at a time and this gives ample opportunity to speak on numerous occasions. For instance, the last two contributions at JB Hi Fi on Wednesday were both related to directors being re-elected. Have a listen here.
Because all 16 News Corp directors are up tomorrow, Rupert will no doubt just try to deal with them all at once.
However, there's a key line in the proxy statement on page 16 which I'm going to quote at him: "Directors are encouraged to attend and participate in the Company's annual meeting of stockholders."
I'm then going to request that at least three directors participate by answering one question each. It's important not to ask for too much but to push reasonably firmly for multiple cracks at the microphone.
There are a range of options for individual director questions but an obvious one is get 30 year old opera singer Natalie Bancroft to talk about how she's going representing her family after the Dow Jones acquisition and what it's like being the only female on the board.
As the lead independent director it will be a must to get Sir Rod Eddington participating and I'm leaning towards asking him whether he can cite a single example where the independent directors rolled Rupert on a major decision. The definition of independent directors is also a joke, given they include Rupert's oldest Australian mate, Ken Cowey, when he's been working for Rupert since 1964.
Viet Dinh, author of The Patriot Act for George Bush, heads the nomination committee so I'll attempt to engage with him on succession planning given Rupert turns 80 next March.
We then have two shareholder resolutions which will hopefully be dealt with separately. The first comes from a Chinese American calling for the board to establish a Human Rights Committee to track News Corp's commercial operations in China. I've brought along a copy of Bruce Dover's book, Rupert's Adventures in China, and will attempt to engage on how relations with the Chinese leadership are travelling and whether News did indeed lose billions in China.
The second shareholder resolution is on executive pay so that should provide an opportunity to quote the recent CGI Glass Lewis report that Rupert's pay was the 18th most egregious in the S&P500. It is also interesting that Rupert and son James don't have employment contracts but have signed new letters of understanding in August. Rem committee chair Andrew Knight should be engaged on this one.
After that there willl hopefully be one last opportunity for general questions and that's where Bruce Guthrie, Fox News, UK phone tapping, Melbourne Storm, Rupert's gerrymander, page 3 girls, pathetic dividends, beating up on Obama etc etc will hopefully get a good burst.
That's all for now but we'll let you know how it goes on Saturday and don't forget to listen to the webcast on the News Corp website from 1am Australian time if you're really keen.
Do ya best, Stephen Mayne