BizJournals Portfolio
May 21 2008 12:00am EDT

Parsing the Dow Jones Special Committee: Process Bad, Output Good

After parsing the relatively unabashed News Corp statement, Jack Flack felt completely obliged to translate the more oblique Report of the Special Committee.

The Special Committee: A newspaper defines itself in part by its choice of editor. It is not an easy job to fill.

Translation: Qualified MEs don't grow on trees, ya'know. Particularly those who think they could survive long in this job.


The Special Committee: Yesterday Dow Jones, Inc., with the approval of the Special Committee to defend the editorial integrity of The Wall Street Journal, announced the appointment of Robert Thomson as its editor in chief, as well as managing editor of The Wall Street Journal itself.

Translation: But we put our foot down when it came to declaring him a god.


The Special Committee: The Committee was advised of this choice in a timely fashion, has considered Mr. Thomson's credentials and has voted to approve the appointment.

Translation: Being consulted is even more disconcerting than not being consulted.


The Special Committee: The editor of a great paper has to have a broad understanding of the way the world works, a relentless curiosity and the ability to make decisions in minutes that others might agonize over for weeks.

Translation: Yes, the editor-centric ranks are about to be culled.


The Special Committee: He must also have the skills to master a complex and rapidly changing communications environment.

Translation: He must also be more focused on surviving in the future than moaning about the non-existence of the past.


The Special Committee: Most important, from the Committee's viewpoint, he must have a demonstrated ability to gain and hold the confidence of the readers, the paper's owner and the news staff, while showing the independence of mind and the courage to make editorial decisions that might cause discomfort, or even business trouble, to the owner and its senior executives.

Translation: Only one of Rupert's boys would be able to stand up to Rupert.


The Special Committee: Starting as a copyboy for the Herald of Melbourne, Australia, Mr. Thomson had a distinguished and at times harrowing career as a foreign correspondent for the Financial Times, then served successfully in various senior editing positions at the FT, and then as editor of the Times of London.

Translation: That's cold ink in his veins.


The Special Committee: The Special Committee has held conversations with Mr. Thomson, with former managing editor Marcus Brauchli, and with others at the Journal and elsewhere.

Translation: We've become quite nosey.


The Special Committee: We were concerned in particular by Mr. Thomson's role in the departure of his predecessor, Mr. Brauchli.

Translation: But there were no fingerprints. It was all conducted in code.


The Special Committee: Under the agreement that News Corp. signed as part of its acquisition of Dow Jones & Co., the Committee's agreement to conversations that led to Mr. Brauchli's departure were required but never sought until after the fact.

Translation: And to think, some people thought the agreement was window-dressing.


The Special Committee: The Committee has satisfied itself that issues of editorial integrity - our primary concern - didn't play a role in this case, but the process, which involved Mr. Thomson and Les Hinton, publisher of The Wall Street Journal, was unacceptable.

Translation: But hey, no-harm, no-foul.


The Special Committee: Mr. Thomson has told the Special Committee that he now realizes that the way this was handled was a mistake.

Translation: He said that Eddie Haskell had talked him into it.


The Special Committee: Mr. Hinton issued a statement apologizing to the Committee and undertaking that "in the future we will consult with . . . and seek approval of the Committee before taking any action with respect to an editor that could result in a material change in the editor's duties, responsibilities or reporting relationships."

Translation: They swear they won't do it again.


The Special Committee: News Corp. has also agreed to amendments to the agreement with the Special Committee that reflect these concerns.

Translation: Mr. Murdoch also said he was sorry.


The Special Committee: Among other things, the amendments make clear that whatever their titles, the individuals who make the key news and editorial decisions at The Wall Street Journal and Dow Jones Newswires will continue to fall within the provisions of the agreement.

Translation: We're not falling for Rupert's new title as "Senior Copy Boy."


The Special Committee: The amendments explicitly require timely notification of potential changes and Committee approval before actions are taken that might lead to removal of those who carry out the functions of the managing editor or the editor of the editorial page of the Journal.

Translation: So Thomson and Gigot can rest easy.


The Special Committee: As contemplated in the original agreement, the managing editor of the Newswires will now report to the managing editor of the Journal, but a further amendment to the agreement provides that the top editor at the Newswires can still appeal disputes regarding ethical issues to the Committee.

Translation: We anticipate that hearing those disputes will take up a lot of our time.


The Special Committee: Balanced against the single recent episode is Mr. Thomson's history of independence in editorial decision-making at the Times of London and before.

Translation: Yes, we know how to use the passive voice to distance ourselves from our conclusions.


The Special Committee: We are aware of no evidence to the contrary.

Translation: There's been plenty of chatter, but no hard facts. It irritates a lot of people that he's actually a very good newsman.


The Special Committee: In the appointment of Mr. Thomson the company has behaved appropriately under the agreement.

Translation: We don't make the laws. We just, uh... never mind.


The Special Committee: It was not the Committee's role to participate in the search, to consider other possible candidates or to render judgment on what skills were being sought or what changes in Dow Jones' editorial product might be contemplated, so long as the skills and changes are consistent with the high ethical standards of Dow Jones.

Translation: ... and so long as no more than one A-hed per week is about naked people.


The Special Committee: But in Mr. Thomson we believe News Corp. has made an excellent choice.

Translation: It's hard to look vigilant when the candidate they send you is perfectly qualified. We might as well be enthusiastic about it.


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