So Who Is On That New 'WSJ' Board To 'Buffer' Murdoch?

By: E&P Staff It was an idea, then a proposal and a negotiation, and now it's a reality: A "special committee" to serve as a "buffer" between the new owner of the Wall Street Journal, Rupert Murdoch, and the paper's "independent" newsroom operation.

The two sides agreed to it officially yesterday. It will also have a "say" in the hiring and firing of the paper's two top editors.

The Journal posted the full text of the agreement, in a SEC filing, on its site this afternoon. It's at: http://online.wsj.com.

Board members, the agreement states, will be paid $100,000 per year.

According to The Washington Post today, the initial members of the editorial board will be: Lou Boccardi, former head of the Associated Press and a director of the Gannett Co.; columnist Thomas Bray; former Republican House member Jennifer Dunn; former Tribune Co. president Jack Fuller; and Nicholas Negroponte, founder of MIT's Media Lab.

Boccardi confirmed that he was on the panel in an interview with E&P on Wednesday.

Here are two key sections of the SEC filing as published by the Journal.
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SPECIAL COMMITTEE

1.1 Establishment.

(a) The Company hereby establishes a stand-alone special committee (the "Special Committee") to oversee and enforce compliance by the Company and Dow Jones and their Affiliates with the terms of this Agreement and to perform the obligation and undertake its responsibilities and rights hereunder. The Special Committee shall have perpetual existence. For the avoidance of doubt, the Special Committee is a special committee of the Company and is not a committee of the Board of Directors of the Company or Dow Jones.

1.2 Composition.

(a) The Special Committee shall consist of five (5) members ("Members") who are distinguished community or journalistic leaders and who are independent of the Company, Dow Jones, the Murdoch family, the Bancroft family and their respective Affiliates (as defined by Rule 12b-2 under the Securities Exchange Act of 1934, as amended). As used in this Agreement, the term "independent" shall refer to persons who, in the sole judgment of the Special Committee, are able to consider and evaluate objectively any issue that comes before the Special Committee and whose judgment is not impaired by any interest in or relationship with the Company, Dow Jones, the Murdoch family, the Bancroft family or their respective Affiliates. Employees, directors and consultants of the Company, Dow Jones or their respective Affiliates shall be deemed not to be independent. Any Member shall promptly report to all of the other Members any change in his or her circumstances which may reasonably be expected to bear on the determination of his or her status as independent (as defined herein).
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(A) The authority of each of the Editors will include:

(1) the power to hire and remove subordinates (including any material changes in the terms and conditions of employment of any such subordinate that could give rise to constructive termination, such as a material reduction in compensation, relocation of principal place of employment, material change in duties, responsibilities or position and the like) within their respective publications and operations, in each case consistent with departmental budgets set by the Company or Dow Jones management following discussion with the relevant Editor; the decisions of the Company or Dow Jones on departmental budgets will be final, and

(2) control over spending and allocation of resources within departmental budgets set by the Company or Dow Jones management following discussion with the relevant Editor; the decisions of the Company or Dow Jones on departmental budgets will be final,

(B) in the case of the managing editor of The Wall Street Journal, and, so long as he or she is an Editor, the managing editor of Dow Jones Newswires (or any successor of the foregoing), authority over:

(1) all news decisions with respect to The Wall Street Journal Publications and Dow Jones Newswires Publications, as applicable (including decisions on subjects of news coverage, length, placement and accompanying art or other media), and

(2) use of staff of The Wall Street Journal Publications and Dow Jones Newswires Publications, as applicable, by advertisers or other businesses, publications or services;

(C) the managing editor of The Wall Street Journal shall continue to report to the publisher of The Wall Street Journal,

(D) the managing editor of The Wall Street Journal shall be consulted prior to the use of The Wall Street Journal or Dow Jones brand names by the Company, its Affiliates or any other party to provide the managing editor the opportunity to raise any objections to and suggestions concerning the proposed use of the brand; provided that the decisions of the Company on branding matters will be final;