Article & Journal Resources

Our task under the News Corp.-Dow Jones merger agreement.

Friday, December 14, 2007 12:01 a.m. EST

Shareholders of Dow Jones & Co. have voted to approve the acquisition of Dow Jones by News Corp. As a condition of the sale, Dow Jones and News Corp. entered into a contract establishing a five-person committee charged with safeguarding Dow Jones' editorial independence and integrity.

Permit us to briefly introduce ourselves and outline our mission to readers as well as to an interested public. The committee members are:

• Louis Boccardi, president and chief executive officer of the Associated Press, the world's largest news organization, from 1985 until 2003 and its executive editor for a decade before. Mr. Boccardi was a member of the Pulitzer Prize board from 1994 to 2003, and served as chairman in 2002.

• Thomas J. Bray, editorial page editor of The Detroit News between 1983 and 2000, and subsequently a columnist for the News. Between 1964 and 1983, Mr. Bray served as a reporter and bureau chief in The Wall Street Journal news department, and also as associate editor of its editorial page. He will serve as chairman of the committee.

• Jack Fuller, retired president of the Tribune Publishing Co., the newspaper division of Tribune Co. Mr. Fuller was awarded a Pultizer Prize in 1986 for editorials on constitutional issues. Later he served as editor and publisher of the Chicago Tribune and in 2000 as chairman of the Pulitzer Prize board. He is the author of "News Values: Ideas for an Information Age" (University of Chicago Press, 1996).

• Nicholas Negroponte, cofounder the Media Lab at the Massachusetts Institute of Technology, is the author of "Being Digital" (First Vintage Books, 1995). He is currently on leave from MIT to lead One Laptop Per Child, a not-for-profit organization he also founded to provide affordable computers to the youth of developing nations.

• Susan M. Phillips, dean of the George Washington University School of Business, where she is also a professor of finance. Ms. Phillips served as a governor of the Federal Reserve System from 1991 to 1998 and chair of the Commodity Futures Trading Commission from 1983 to 1987.

To assure its independence, the committee (formally known, with lawyerly infelicity, as the "Special Committee") will choose its own successors, subject to the approval of News Corp., which, according to the contract, shall not be unreasonably withheld. The committee has the right to hire, at News Corp. expense, such expert help as it feels it may require, and will have guaranteed access to company records and documents of News Corp. and Dow Jones.

We will meet at least four times a year, and more often as required. The committee intends to conduct its deliberations in strict confidence. But unlike some protective arrangements elsewhere, the provisions of the contract give the committee the right to publish its findings and decisions in The Wall Street Journal and other Dow Jones publications. It also has the right to seek legal enforcement of its decisions.

The committee's charge is fairly specific (the full agreement can be found on the Dow Jones investor relations Web site as part of the proxy materials filed with the SEC): It "shall have rights of approval" over the hiring or removal of three key editors--the managing editor and the editorial page editor of The Wall Street Journal, and the managing editor of Dow Jones Newswires under its current structure.

Under the agreement, these editors in turn have the sole power to hire and fire subordinates, control the allocation of resources within departmental budgets set by News Corp., and make all news and editorial decisions. The editors also have the right to appeal disputes over these matters to the Special Committee. The same holds for issues arising from the Dow Jones Code of Conduct and a set of five principles adopted by News Corp. that require, among other things, that "there are no hidden agendas in any journalistic undertakings" and that opinions "represent only the applicable publication's own editorial philosophies centered around the core principle of 'free people and free markets.'"

The committee does not see itself as an ombudsman, riding daily herd on individual stories, newsroom practices and the news or editorial decisions of the editors themselves. Nor do we see ourselves as a barrier to change. The contract of which we are stewards also gives News Corp. the right, inherent in ownership, to make business decisions, as well as set the broad policies governing content and makeup of the individual publications.

The central challenge to the committee will be to distinguish between change and practices that might threaten Dow Jones' well-earned reputation for calling things as it sees them. We are impressed by News Corp.'s willingness to enter into such a contract and place considerable resources behind it. We take News Corp. officials at their word that they see no gain in placing Dow Jones' integrity at risk.

We are prepared to carry out our responsibilities. But we are hopeful that the mutual stake in the success of the publications of Dow Jones will make that unnecessary.