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Watch a webcast of News Corporation's meeting by clicking here.
News Corporation, parent company of The Times and Times Online, opened its first annual meeting in New York today with some investors protesting against its decision not to consult them on a two-year extension of a "poison pill" anti-takeover provision.
Four News Corporation directors were re-elected, including Peter Chernin, the chief operating officer, but about 16 per cent of shareholders withheld their votes in protest against the company’s takeover defence strategy.
News Corporation extended the poison pill measure, designed to thwart any takeover approach for the group, after John Malone, the head of Liberty Media, increased his voting stake in the group to nearly 20 per cent.
News Corporation's move from Australia to Delaware last year made it possible to extend the poison pill's lifespan without a shareholder vote.
A group of investors, including Hermes, are already suing the group over the move, claiming it promised to consult shareholders over the extension.
Speaking at today's meeting, Rupert Murdoch, the chairman and chief executive of News Corporation, said he has had ongoing "friendly discussions" with Mr Malone, and "didn’t want to poison those waters" by having shareholders vote on an extension of the company’s poison pill provision.
The shareholders' protests came despite moves by News Corporation to bring its corporate governance practices in line with other quoted American companies.
The disquiet has also extended to BSkyB, in which News Corporation holds a 37.2 per cent stake, with some shareholders protesting against what they see as a "creeping takeover" of the satellite broadcaster.
The Association of British Insurers has attacked a proposal from Sky which would allow News Corporation to increase its stake in the satellite broadcaster without bidding for the entire company.
BSkyB wants to buy back up to 5 per cent of its shares. Such a move would raise News Corporation’s stake in the pay-TV operaor to more than 39 per cent. However, its voting rights would be capped at the current level.
"There is quite strong feeling, more than strong feeling in the market, that this is not appropriate and that it should be opposed," Peter Montagnon, the director of investment affairs at the ABI, told Reuters.
Under normal circumstances, such a move would force News Corporation to make an offer for the whole of Sky.
"The share buyback proposals have been put forward following extensive consultation with investors and form part of a programme to return capital to shareholders," a BSkyB spokesman said.
"The proposals include a contractually binding agreement to cap News Corp’s voting rights at their current level."
PIRC, the shareholder lobby group is recommending that shareholders approve the takeover waiver, noting the cap that has been set. However, it argues that they should vote against the annual remuneration report on transparency grounds.
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