The Murdochs are never quick out of the blocks when it comes to disclosing their pay and AGM arrangements, but everything is in place for what should be two historic AGMs in November when 92-year-old Rupert Murdoch formally retires as executive chair from Fox Corp and News Corp boards.
Once the November 15 News Corp virtual AGM and the November 17 Fox Corp physical AGM in Los Angeles are done and dusted, 52-year-old Lachlan Murdoch will be the sole voting Murdoch director on both boards and the sole chairman, while Dad will take up the meaningless title of chairman emeritus.
It wasn’t until October 5 that we finally got the details of the News Corp AGM, which will be a fully virtual affair (see proxy statement) starting at 1 am Melbourne time on Thursday, November 16. As with Fox, there are no hostile shareholder resolutions.
If anyone fancies travelling to the US and attending the Fox Corp AGM at the Fox Studios lot, they will witness Rupert using his control over the family’s 43% voting stake in Fox Corp to reelect Lachlan, and also to impose 65-year-old Tony Abbott AC on the board, as is explained in this 80-page proxy statement.
Also joining Rupert at the exit on November 17 will be former BHP chairman Jac Nasser, who was the token Australian “independent” director of Fox Corp. That title now shifts to Abbott.
Nasser has served on Murdoch-controlled boards on and off for more than 20 years, but Rupert couldn’t bring himself to publicly thank him, instead using his one public statement two weeks ago to back in Lachlan, double-down on his commitment to divisive culture wars, and bizarrely single out newspaper truck drivers for his personal thanks.
Lachlan uttered a miserable single sentence thanking Nasser for his service but there was no endorsement from Nasser of the chair handovers to Lachlan, which is telling.
Given Abbott’s destructive role in prematurely closing down the Australian car industry when prime minister, and Nasser’s many years at the helm of Ford Australia and later Ford globally, it would be hard to imagine him endorsing Abbott’s appointment.
There is an immediate problem in replacing Nasser with culture warrior Abbott. The former member for Warringah is not independent after recently becoming a content service provider to the Murdoch empire through his fortnightly Sky News podcasts with Peta Credlin. This will be deemed a related party transaction that compromises his independence, which is erroneously asserted on page nine of the Fox Corp proxy statement.
It’s also totally inappropriate that Abbott is taking political positions on the Voice referendum because independent directors of publicly listed media companies should stay above the day-to-day fray of political debate.
Abbott will be paid more than $500,000 a year to serve on the Fox Corp board, meaning he will be one of the better remunerated of these circa 50 former politicians who have received payments for a variety of reasons from the Murdoch empire since being elected to political office. However, it is disappointing that Abbott is yet to buy a single share in the company. If he’s strong and committed to good corporate governance, Abbott will wait for Rupert to formally leave the boardroom on November 17 and then insist the company adopts the conventional independent chair model. Perhaps he could launch a leadership challenge and prevail by one vote, as occurred in 2009 when he took out Murdoch critic Malcolm Turnbull.
Let’s hope Abbott also uses his power as an independent director to crack down on the use of the Fox corporate jets for private purposes. Lachlan cost the company US$188,175 for this in 2022-23 and a further US$1.544 million for “residential security” (see page 54 of the proxy statement).
The recent Saturday morning Fox Corp dump detailing Abbott’s appointment also revealed the latest instalment of excessive salary packages for the Murdoch men. On page 53 of the proxy statement it disclosed that Rupert pocketed US$22.9 million from Fox Corp shareholders last year, an increase from his US$18.4 million in 2021-22, despite the embarrassment of the $1.2 billion Dominion defamation settlement for peddling Trump’s stolen election lies.
Lachlan enjoyed a smaller Fox pay rise, from US$21.75 million to US$21.8 million and presumably will receive more this year once he’s the sole executive chair.
When added together, the male Murdoch Fox co-chairs lifted their annual Fox salary haul from US$40.15 million in 2021-22 to $US44.7 million in 2022-23, or a whopping $69.5 million in our local currency.
The News Corp AGM proxy statement has also filled in the final pieces in the missing Murdoch pay data for 2022-23. Rupert’s final full year as executive chair of News Corp saw him paid US$5.25 million, while Lachlan collected US$1.18 million as non-executive co-chair.
All up, that comes to US$51 million in 2022-23 across the two public companies and means we are now up to staggering total of a A$1.84 billion in pay and bonuses taken from public companies by Murdoch men since 1998-99, as this fascinating list details.
Given the wider Murdoch family is worth an estimated $30 billion, it really should pay this all back and behave like Kerry and James Packer, who never took a dime in salary and bonuses from public companies they controlled.
The Murdochs tried to merge Fox and News Corp last year and this proposal may reemerge if Lachlan can get enough compliant directors into both boardrooms. Abbott is certainly regarded as friendly to Lachlan and is expected to be a punchy protector of Rupert’s conservative eldest son when inevitable fighting between the adult children breaks out once Rupert dies.
Abbott will certainly enjoy considerable power on the small Fox board. For instance, when Rupert departs five weeks from now, any four of the remaining seven directors can get together and appoint additional directors. There’s nothing stopping them appointing Rupert’s other three adult children — Elisabeth, Prudence and James — to the board and then the enlarged board firing Lachlan as CEO and installing rival James as non-executive chairman.
With Rupert gone from the boardroom, his only power left over the public companies is control of the family trust, but it only gets to exercise control at the AGM each year by directing which directors will be supported by its 43% voting stake.
On the other 364 days of the year, all the power sits in the boardroom where Rupert will no longer have a formal vote, even if Lachlan, Abbott and co invite him to attend board meetings as “chairman emeritus”, whatever that means.
