Thursday, April 05, 2007

WSJ: Proxy Adviser ISS Levels Criticism at New York Times

From today's WSJ:

By SHIRA OVIDE April 5, 2007 1:16 p.m.

NEW YORK -- Influential advisory firm Institutional Shareholder Services recommended that New York Times Co. shareholders withhold their votes for the company's public directors, adding ammunition to critics of the publisher's corporate governance.

The proxy adviser, known as ISS, said New York Times' stockholding structure makes the company less accountable to public shareholders. "Shareholders are left with few avenues through which to voice their opinion other than by withholding [votes]," ISS said in a report released Thursday. "A strong message to effect change is necessary."

Some shareholders, led by Morgan Stanley portfolio manager Hassan Elmasry, have pushed New York Times to eliminate its dual-class shareholding structure, which gives control of the company to publisher Arthur Sulzberger Jr. and his family.

Critics contend the structure insulates the company from criticism and accountability from investors of Class A, or publicly held, shares. The fight is quixotic, however, because the stock structure can be changed only by the controlling shareholders, and they have been unwilling to do so.

"We are disappointed that ISS has recommended a withhold vote for our Class A directors," New York Times spokeswoman Catherine Mathis said in an emailed statement. "We note, however, that they did not advocate their removal, which we see as recognition of the high quality of our board members."

Public shareholders will vote on the re-election of four Class A directors at the company's annual meeting April 24. ISS recommended withholding votes for all four nominees.

ISS said it doesn't recommend the board members be removed, but said New York Times should do more to ensure accountability to public shareholders.

The firm said New York Times should separate the roles of chairman and publisher -- positions both held by Mr. Sulzberger -- and establish key board committees with directors elected solely by Class A shareholders.

Write to Shira Ovide at

Sphere: Related Content