A Delaware judge last week approved a $139 million cash settlement for News Corp. shareholders who sued the company for breach of fiduciary duty in the aftermath of a phone hacking scandal uncovered in 2011 at its News of the World tabloid in the U.K.
The plaintiff's also claimed breach of fiduciary duty over the $600 million acquisition of Shine Group, a media company owned by Rupert Murdoch's daughter Elisabeth. They claimed the overvalued purchase price was agreed upon because of the family connection.
Grant & Eisenhofer, the law firm that represented the shareholders, claims the settlement represents the largest cash derivative settlement on record. It was approved on June 26 by Delaware Chancery Court Judge John Noble.
In addition to the cash component of the settlement, News Corp. agreed to continue building upon corporate governance enhancements it has undertaken over the last year. These enhancements will be adopted by both companies that emerge from the separation of News Corp. into two distinct, publicly listed companies, and will remain in place until at least Dec. 31, 2016.
Among those requirements (many of which the company has already implemented) are that it will establish a Compliance Steering Committee that is chaired by the Chief Compliance Officer. It will include not only full-time compliance officers, but also senior executives of the company. Members will recuse themselves should they be subject to an investigation of their own conduct.
The CSC, operating with a charter approved by the Board, will receive advice from experienced outside legal counsel and compliance experts. These outside advisers will report directly to either the Audit Committee or the Board (or both) as deemed necessary. Among its responsibilities: adopting “critical compliance policies” and overseeing their global implementation; ensuring that employees receive appropriate training; reviewing and strengthening internal compliance controls at every business unit; investigating and remediating of any compliance issues that may arise; auditing and verifying the effectiveness of compliance policies; and making recommendations to the Audit Committee and Board for strengthening the compliance function.
The Audit Committee charter will be amended to require oversight of the CSC and management of compliance programs. It will also formally be tasked with ensuring there are sufficient resources devoted to the Company's compliance programs and overseeing compliance with ongoing Corporate Integrity Agreements.
The company's independent directors will approve a Chief Compliance Officer to manage global compliance matters in consultation with the Audit Committee and CSC. The CCO will be supported by Group Chief Compliance Officers, full-time compliance professionals with responsibility for individual business units organized into compliance groups.
In determining whether the role of General Counsel should (or should not) be separated from the role of CCO, the Board will consider: whether comparable companies are separating those roles and why, or why not; the skill sets and experience of candidates for both positions; the current skill set of the legal department; and the current and historical levels of the company's compliance-related issues.
The company will be required to maintain an anonymous whistleblower hotline (operated by an independent third party), and conduct audits of its compliance function to test the effectiveness of compliance controls. All follow-up investigations or issues raised through the hotline or auditing will be overseen by CSC which, when appropriate, will retain outside counsel.
News Corp., under the conditions of the settlement, will adopt a Board policy on political activities and publish that policy on a publicly available website. It will require an annual disclosure to shareholders of all political contributions directly made by the company. The company will also be required to adopt a policy that the membership of the Audit, Compensation, and Nominating and Corporate Governance Committees consist solely of independent directors.