February 22, 2007 -- After years of complaints from corporate governance watchdogs, The Wall Street Journal publisher Dow Jones & Co. said yesterday it would split the roles of chairman and CEO between two executives.
The about-face comes as rival newspaper giant The New York Times is battling an investor campaign to shake up its corporate structure and wrest control from the Sulzberger family.
Dow Jones, which is controlled by the Bancroft family through a special class of shares, has long raised the ire of investors concerned about good corporate behavior.
The company announced yesterday that it would nominate independent director Peter McPherson, 66, to succeed longtime Chairman Peter Kann.
Kann relinquished the CEO title in January 2006 to Rich Zannino. It was unclear at the time whether Zannino, 48, would inherit the chairman title when Kann, 64, retired at the company's annual meeting this April.
"The board decided to continue that separation and intends that the positions of chairman and CEO be held by different people for the foreseeable future," Dow Jones spokesman Howard Hoffman said. "The board believes, however, it is not in the best interests of the company and its shareholders to prohibit the offices of chairman and CEO from ever being held by the same person."
Dow Jones came under fire from investors two years ago for a bylaw change which allowed the Bancroft family to hang onto its control while dumping shares in the company.
The New York Times has been a more recent target. Last year, one of its largest shareholders started urging the company to do away with the dual-class stock structure that keeps the family in control and to split the jobs of chairman and publisher, positions currently held by Arthur "Pinch" Sulzberger Jr.