When executives of a Florida newspaper company proposed to spend $30 million on a 12-year marketing venture, a Pulitzer Prize-winning reporter challenged corporate executives to justify the expenditure. Once the voting began, there was little doubt about the outcome as one after another member voted in favor of the proposal. It might be a surprise that the editorial page editor voted yes. The editor in charge of news coverage in the competing newspaper’s home city voted yes. The managing editor voted yes. The executive editor voted yes. Even the Pulitzer-winning reporter voted yes.

This was not your typical media company board. Of the 13 directors, nine were journalists, and the company was the St. Petersburg Times Co., privately owned by The Poynter Institute, a nonprofit school for journalists, of which I was then president. (By the way, I also voted yes.)

Those of us on the Times Co. board knew the $30 million would go to Knight Ridder, the nation’s second biggest newspaper company, is headed for sale, dismemberment or reorganization because its three largest shareholders were not satisfied with the measly 19.4 percent in operating profit in 2004.marketing not instead of to newsgathering but in addition. We knew the Times already had spent many more millions to expand news coverage in the primary market of the rival Tampa Tribune. This $30 million would go to renaming the region’s most important entertainment venue — in downtown Tampa — “The St. Pete Times Forum,” and by doing so we’d be reinforcing, not depriving, the St. Pete newsroom’s Tampa presence.

The St. Petersburg Times Co. has had and always will have journalists in charge, which might help explain how it has become Florida’s largest newspaper. Its success demonstrates that journalists can be trusted with the business of news, but they aren’t given much chance to be trusted in boardrooms of public companies. Not counting family members like Arthur Sulzberger, Jr. at The New York Times or Donald Graham at The Washington Post or James Ottaway of Dow Jones & Co., who once did newsroom stints as part of their corporate tutelage, here is the current tally of media company directors who have made their careers in newsrooms:

Belo — one journalist of 13 directors
Dow Jones — one of 16
Gannett — two of nine
Knight Ridder — one of 10
Lee — zero of eight
McClatchy — one of 14
Media General — one of 9
New York Times — zero of 15
Tribune — zero of 11
Washington Post — one of 10

Why Journalists Matter on Boards

“I’ve never felt isolated on the McClatchy board,” says Larry Jinks, who has been a McClatchy director since he retired in 1995 after 37 years as an editor, publisher and executive in Knight Ridder. He says several McClatchy family members on the board often recite the family mantra of quality journalism and community service, as does the chairman, Gary Pruitt, a First Amendment lawyer who earned newsroom respect as publisher of The Fresno Bee.

Louis Boccardi, who joined the Gannett board after 36 years at The Associated Press, including 10 as executive editor and 19 as president and CEO, says he had to come up to speed quickly to “understand the myriad pressures on a publicly held media company.” He says Gannett’s directors focus on business, but “also discuss topics such as new publications (e.g., youth tabs), circulation trends, news ratings in broadcast, Katrina coverage challenges, and similar.”

Let’s grant that all corporate directors are earnest, including the construction and real estate executives on the Belo board, the Hong Kong banker and the greeting card maker on the Dow Jones board, the investment company executives and the manufacturer of golf cart wheels on the Gannett board, the statistics professor on the Lee board, the family member who is chief executive of the pro baseball team, and the frozen-foods executive on the McClatchy board, the libertarian economist who’s a guest host of the Rush Limbaugh show on the Media General board, the razor-blade maker and the German retailer on The New York Times board, the three food and beverage company executives and the avocado farmer on the Tribune board, the two enormously rich people named Buffett and Gates on The Washington Post board — even the four engineers and the lawyer-lobbyist for a toilet tissue manufacturer on the Knight Ridder board.

So what if these people haven’t been journalists? Here’s what: Knight Ridder, the nation’s second biggest newspaper company, is headed for sale, dismemberment or reorganization because its three largest shareholders were not satisfied with the measly 19.4 percent in operating profit in 2004. The board of directors of Knight Ridder will play a crucial role in deciding what happens to the storied company, and it matters whether they have much of a clue about what it takes to do high-quality journalism.

“An Open Letter From Knight Ridder Alumni”
Knight Ridder once was regarded as the big news company that journalists most respected and aspired to join. During the past two decades it lost that luster as the corporation’s method of satisfying shareholders was to cut resources, staff and space, year after year and sometimes quarter after quarter. When Knight Ridder agreed to investor pressure to be put up for sale in November 2005, 92 of Knight Ridder’s alumni were so fed up that we signed an Open Letter demanding “corporate leadership that restores to Knight Ridder newspapers the resources to do excellent journalism” and threatening to nominate candidates for the Knight Ridder board.

We realized this effort is quixotic; if nothing else we can demonstrate the kinds of people who care about journalism and would be excellent candidates for the board of a news company. We know that there is no law, nor any securities regulation, requiring public companies to place on their boards individuals who know anything about the companies’ products. Still, logic might suggest that protecting investors is more readily accomplished by directors who have some depth of understanding about the company’s reason for existence. If directors of General Motors knew nothing about manufacturing vehicles, how could they guide executives in how to compete against Japanese imports? Oh, wait. Hmm. The General Motors’ board boasts among its 12 members moguls from AstraZeneca, Sara Lee, Kodak, Pfizer, Northrop Grumman, DuPont, Ernst & Young, and Compaq.

The legal obligation of board members is to protect the interest of shareholders. Michael Josephson, the ethicist who may have worn out his welcome teaching in Knight Ridder’s executive leadership program when he called the fixation with quarterly profits a Ponzi scheme, says that if they wanted to do so, directors legally could “turn Knight Ridder into a travel agency.” Even so, he calls it shocking that media companies have been able to let a focus on shareholder obligations dilute their public trust responsibilities in their communities. Media company boards, says Josephson, are “hiding behind the pretense that they’re about journalism. They converted long ago to bankers.”

Boccardi and Jinks both say that the boards on which they sit focus primarily on the journalism business and its challenges. But, Jinks says, “you cannot be on that board without being constantly reminded of McClatchy’s commitment to outstanding journalism and community service.” He says that commitment is “really a business value,” because a strong community franchise is a tremendous corporate asset.

… logic might suggest that protecting investors is more readily accomplished by directors who have some depth of understanding about the company’s reason for existence.Gannett’s board, Boccardi says, is “a corporate board responsible for guiding a seven billion dollar business. But certainly as journalistic issues arise, there is free-flowing discussion. There was, for example, extensive board discussion on the Jack Kelley case at USA Today [in which Kelley was accused of fabricating content in his foreign reporting and fired because of it], and I played a key role in the handling [of that situation], formally and informally. When matters arise to which I can contribute a newsroom perspective, I do — formally and informally. I find the input welcome.”

Some public media companies compensate for the board’s lack of journalism expertise in various ways. The McClatchy board meets five times each year at the Sacramento headquarters, but always visits one of the more distant newspapers for a sixth meeting and uses the occasion to visit each of its departments, including the newsroom. Most public boards invite a newsroom executive into the room to make the occasional report about news coverage, but not to vote on the company’s direction. At Gannett, for instance, the newspaper and broadcast divisions make presentations at every Gannett meeting. “Does the board formally sit and review, say, USA Today’s White House coverage? No, I’m not sure it should,” says Boccardi. “Local autonomy specifically for Gannett’s journalism is part of the creed.”

The Washington Post Co. and The New York Times Co. have family leaders who enunciate a clear — and correct — choice between being in journalism to support the business or being in business to support the journalism. Media General has a chief operating officer, O. Reid Ashe, Jr., who cut his teeth in newsrooms and was among Knight Ridder’s most innovative publishers. Until Peter Kann was forced out as CEO of Dow Jones, the controlling Bancroft family had respected a century-old tradition always to have a journalist at the top of the company.

Knight Ridder’s Situation

Knight Ridder used to follow the Knight tradition of always having a journalist in one of the company’s two senior executive posts. The duality of forceful editors teamed with aggressive business leaders served the company well. Then in 1995, James K. Batten, the journalist who was chairman and CEO of Knight Ridder, died of a brain tumor. That June, after Batten’s funeral in Coral Gables, Florida, half a dozen of us Knight Ridder editors gathered in a Miami bar to toast Batten’s memory and to lament what we foresaw as the inevitable decline of newsroom influence in the company under his successor, P. Anthony Ridder.

It’s wrong to demonize Tony Ridder for his fixation on numbers. Tony always has been a numbers guy. But the six or seven of us who were in the pub that day correctly anticipated that his aversion to forceful editors would cause him to make the fundamental mistake of running the company without the traditional strong journalist as his number two. He picked a lawyer. He picked an accountant. Not until last year, 10 years later, when the company was headed toward total submission to investors, did he pick a journalist.

Here is how Alvah Chapman, the retired Knight Ridder chairman who had selected Batten to succeed him, described it in “Knightfall: Knight Ridder and How the Erosion of Newspaper Journalism Is Putting Democracy at Risk,” Davis (Buzz) Merritt’s excellent history of the company published last year: “Tony needed to get another Jim Batten to back him up. I told Tony that, so I’ll tell you that. Tony’s in a lot of unnecessary hot water because he didn’t have a strong number two person who was clearly his successor and somebody with a news/editorial background.”

The duality of media company obligations was underscored when, in late January, the Society of Professional Journalists (SPJ) and its Northern California chapter called for national debate on the meaning of Knight Ridder’s fate, saying, “We acknowledge that newspapers cannot serve their democratic role unless they stay in business. But the increasing corporate pressure to squeeze additional returns out of already profitable newspapers, at rates exceeding the margins in most other industries, has skewed the balance between journalism and commerce. SPJ and the [Northern California] Chapter believe that those directing the production of news have an ethical obligation to readers every bit as significant as their fiduciary accountability to shareholders.”

For the two decades that Ridder was president of the newspaper division and then CEO, numbers trumped newsrooms in Knight Ridder. Perhaps the most telling and obvious symptom was that under Tony Ridder The Miami Herald was allowed to decline in quality though Miami was the corporate headquarters. After Ridder moved the headquarters to San Jose, its Mercury News declined in quality, too. And the board of directors, who might have been in position to insist on restoring the yin of newsroom values to the yang of shareholder satisfaction, did not. Chances are they didn’t even realize they should.

James Naughton instigated the Open Letter that Knight Ridder alumni issued last year. He was an editor for 18 years at The Philadelphia Inquirer before becoming president of The Poynter Institute in 1996. He retired in 2003.

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