Murdochs pull out all the stops to kill free speech at News Corp AGM

The Qantas annual report claims that the airline has around 178,000 shareholders but only 80 of them turned up to the Melbourne Convention Centre for Friday’s AGM, with a further 215 tuning in online.

But that will be far more than the handful of shareholders who get to participate in Rupert Murdoch’s final News Corp AGM, a fully virtual affair starting at 2am Melbourne time on Thursday, November 16.

Disappointingly, Qantas banned visitors from the AGM, refused to release these staggering proxy results until after the debate and provided no board or senior management personnel to mingle with shareholders after the two-and-a-half-hour meeting.

However, the airline does deserve credit for holding a hybrid AGM, following the agenda, requiring each board candidate to deliver a campaign speech, voluntarily disclosing these final poll results in terms of both shares and shareholders, and publishing this full archive of the AGM webcast.

The contrast with News Corp will be stark indeed, starting with its decision to abandon the physical AGM component and then stretching to the ridiculous registration process which is designed to deliver yet another Murdoch AGM with sod-all debate and lasting less than 30 minutes.

The Murdochs don’t try to hide their shenanigans to deter AGM attendance.

On page 79 of the News Corp notice of annual meeting, they baldly state the following about how Australian-based shareholders of so-called voting or non-voting CDI shares get to participate in the AGM:

You must contact the Corporate Secretary at 2023AnnualMeeting@newscorp.com no later than 5pm (Eastern Standard Time) on November 10, 2023 in order to obtain a unique Control Number to participate in the Annual Meeting.

With the vast majority of normal ASX-listed companies, you just enter your standard SRN [securityholder reference number] and postcode that applies to all your shares held through a particular broker. Because you’re a shareholder, you have automatic entry rights at any point in time to the AGM. Using this system, I’ve asked online questions at up to eight AGMs in one day without giving prior notice to any of them.

Some companies pay for their share registry provider to go to the trouble of generating a unique “control number” for every shareholder and send it out with the notice of meeting, meaning you need to keep a copy of it to access the online component of the meeting.

But News Corp is the only company that demands you email them to request a control number which they will generate to penetrate the Computershare online meeting platform. This tells them in advance precisely who is coming and you must do it five days before the meeting.

Last year, I went to log on a few minutes before the News Corp AGM and wasn’t able to access it, having not read the fine print.

This year I’ve registered and encourage other News Corp shareholders to do the same before the deadline, which is 9am Sydney time this Saturday, November 11.

However, be warned that if you do receive a company-issued control number, you’ll then come across the company’s notorious two-question limit for the whole meeting, despite there being nine discrete items of business on the agenda.

In Australia, the Corporations Act mandates that public company shareholders be given “a reasonable opportunity to ask questions”. As ASIC reminded Australian directors during COVID when hybrid AGMs became the norm, questions and debate can’t be unreasonably suppressed at AGMs. Specifically, it guided that:

Members should be given a reasonable opportunity to ask questions live during the course of the meeting regardless of whether they are participating in person or virtually. This ensures they are able to comment on, and raise questions in response to, presentations, debate and other matters arising at the meeting. At AGMs, a similar opportunity should be extended for questions about, or comments on, the management of the company and (where applicable) the remuneration report, as well as questions to the auditor (see sections 250S, 250SA and 250T of the Corporations Act).

Contrast that with page 79 of the News Corp notice of annual meeting, that says the following:

Each stockholder or CDI holder (or proxyholder) is limited to a total of no more than two questions and/or comments that must be related to the business of the annual meeting, the business of the company or the conduct of its operations. Each question of comment should cover only one topic and be as succinct as possible.

If history is any guide, the tiny number of shareholders who made it past the various tactics to discourage physical attendance — such as requiring registration in a nearby Westfield carpark because getting on a company bus to access Fox Studios in Los Angeles — have been distributed printed “meeting procedures” defining “as succinct as possible” as one minute for each question.

Most companies offering hybrid AGMs provide the option of online participants typing in their questions and having them read out by a company representative, or dialing in through a telephone service.

News Corp is not offering a telephone option, and during the pandemic they served up an online question box where it was impossible to cut and paste text so you had to type it all directly into the box, with limited time.

After participating in more than 300 online AGMs since COVID struck, no other company has ever stooped this low to discourage questions.

Meanwhile, News Corp media outlets around the world will no doubt keep lecturing politicians and public officials about the need for them to subject themselves to hundreds of questions by journalists every week of the year.

But when it comes to free speech at News Corp AGMs, the hypocrisy is stunning because the Murdoch family’s own approach to free speech for its shareholders is closer to that of North Korea than the United States.