Thursday, May 17, 2007

Dow Jones Independent Directors Asleep

Wall Street Journal reports that the Dow Jones Board (NYSE:DJ)has met and decided to do stay on the sidelines while the Bancrofts ponder Murdoch's offer. The operative word is stay on the sidelines. We can all do the arithmetic on supposed power of Bancroft voting control.

But consider the principles of Corporate Governance that the Dow Jones Board claims to be following. Effective Feb 21, 2007 and supposedly sanctioned by the NYSE (particularly article 4) Independent Board members play a critical role in corporate governance at Dow Jones.

Article 3 states that "The primary functions of the Board are: review and, where appropriate, approval of the financial objectives, major strategies and plans, and major corporate actions of Dow Jones;...." The article continues with verbiage that supposedly provides for vigorous representation of independent interests.

Article 6 states that "Prospective members of the Board are selected for their character and wisdom, judgment and integrity, business experience and acumen...."

This does not allow the board particularly the independent board members to stay on the sidelines.

The following list of independent board members indicates a group of top flight well seasoned and rich individuals who should not be afraid of exercising and discharging their obligations to all shareholders. Under no circumstances were they selected to sit on the sidelines. They all hold substantial responsibilities elsewhere. If there are serious lawsuits, regulatory investigations and or credible accusations of corporate governance failures will they be able to carry on with their other duties.

A partial list of sleeping independents are Paul Sagan Akami (Nasdaq:AKAM), Jon Barfield The Bartech group, John Brock Coca Cola (NYSE:KO), Lewis Campbell Textron (NYSE:TXT), Eduardo Castro-Wright Wal-mart USA (NYSE:WMT), Harvey Golub Campbell Soup (NYSE:CPB), David Li Bank of East Asia, John Engler President & CEO National Association of Manufacturers and Frank Newman Shenzhen Development Bank.