Management and Standards Committee
In July 2011, the Board of Directors of the company formerly known as News Corporation (subsequently known as Twenty-First Century Fox, Inc., acquired by The Walt Disney Company in 2019) (“Fox”) created an independent Management and Standards Committee (the “MSC”) to have oversight of, and take responsibility for, all matters relating to the News of the World voicemail interception case,? payments to public officials investigation, and all other connected issues at News International (now known as News UK).? These matters included, but were not limited to, police enquiries, civil proceedings, Parliamentary proceedings and Lord Justice Leveson’s inquiry, as well as responding to relevant investigations and conducting whatever internal investigations it deemed necessary and appropriate (subject to limitations imposed by the Metropolitan Police Service), and ensuring the preservation and disclosure of appropriate documents.
At the time of the Company’s separation from Fox at the end of June 2013, certain matters under the jurisdiction of the MSC remained outstanding, including responding to ongoing police enquiries (and prosecutions in relation to those enquiries), and responding to and, to the extent possible, settling claims brought through civil proceedings and the Company’s compensation scheme; accordingly, the Board of Directors of the Company created a successor MSC to continue and complete this work.
At the time of the separation, the Members of the successor MSC, which from its inception has been autonomous from News UK, were Lord Anthony Grabiner QC (who until the separation acted as independent Chairman of the MSC), Gerson Zweifach (who was, until 2019, the General Counsel and Chief Compliance Officer of Fox and, until February 11, 2015, the Company’s? General Counsel and Chief Compliance Officer), and David Pitofsky (the Company’s General Counsel and Chief Compliance Officer).? In 2019, following the acquisition of Fox, Mr. Zweifach returned to private practice at Williams & Connolly, relinquishing his role on the MSC. Mr. Pitofsky currently acts as Lead Member with respect to all matters, reporting to the Company’s independent directors through Peter Barnes, the Lead Director and the Chairman of the Audit Committee.
The MSC is responsible for responding to and where possible settling valid claims brought through civil proceedings and the Company’s compensation scheme.
The MSC ensures continuing cooperation with all relevant investigations, while ensuring that the rights of all parties are protected, and is authorized to conduct whatever internal investigations it deems necessary and appropriate to carry out its role in relation to all News UK newspapers.? It is authorized and empowered to direct cooperation from News UK personnel with all external and internal investigations and is directed to ensure that relevant documents continue to be preserved and disclosed where appropriate.
Linklaters and Arnold & Porter act as legal advisors to the MSC, and the MSC is authorized and empowered to retain such other professional advisors as it deems necessary and appropriate.