KNIGHTLY VIEWS: By Gavin Ellis

Excoriating is the word that may best describe expat Canadian James Grenon’s 11-page critique of NZME. His forensic examination of the board he hopes to replace and the company’s performance is a sobering read.

You may not have seen the letter. At the time of writing, it was still sitting behind The New Zealand Herald’s Premium paywall. It is, however, available through the New Zealand Stock Exchange. You can access it here.

Grenon is highly critical in a number of areas that he breaks down into sections in the letter. The headings include:

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“The combined performance of the two core businesses has been mediocre, to sliding, for the past eight years, despite a temporary period of covid gains.”

“There has been a consistent pattern of over promising and under delivering since covid.”

“Public disclosure is weak, with a slant that I interpret as supporting the status quo.”

Grenon’s letter includes an analysis of NZME’s share price in relation to the perceived value of its OneRoof real estate marketing arm, and the company’s dividend policy. He claims “the disclosure on these two critical elements is, in my opinion, lacking or even misleading”. He also criticises levels of management-level remuneration and high levels of staff turnover which he says “does not suggest a happy working environment”.

NZME’s board has yet to respond to the letter stating — in a note to the New Zealand Stock Exchange accompanying the release of Grenon’s letter — that it will do so in its notice to shareholders before the annual general meeting on April 29.

Were that the sum total of his challenge to the present board, it might be characterised as simply a move to improve the group’s financial performance and its return to shareholders. Much of what he says will, in fact, resonate with ordinary shareholders worried about the group’s financial performance and direction. It may well attract even more votes at the April AGM than he currently commands.

However, there is an enormous caveat hanging over any support for Grenon’s initiative.

He states categorically in his letter that he does not propose to act as a passive board chair (yes, there is an assumption that he will head an entirely new board). Instead, he leaves a strong impression he will be an executive chairman, in effect if not in name.

“I propose to be very active at the management level, leading a board and team that will delve into the operational details so as to be able to challenge management . . . This approach to governance is the only realistic way to ensure NZME gets a fresh set of eyes questioning every aspect of operational effectiveness and shareholder value creation.” The italics are mine and are highlighted for reasons I will return to shortly, but the import is clear: James Grenon and his team will have a finger in the pie.

The second reason for exercising caution on any endorsement of the Canadian’s move relates to the three paragraphs he groups under the heading “Journalism”.

On the surface, he promises better journalism, saying his intention is that “more quality content should be produced, not less”.

In contrast to NZME’s recent announcement to “set a new tone and build positive social momentum for New Zealanders”, our proposal will lift the company’s journalistic standards, resulting in the production of higher quality news content, characterised by independent, trustworthy and balanced perspectives. There will also be material for entertainment value as well. Then all the content will be used in any number of ways to generate profit.

He also applauds the “audience leading ratings of NZME’s audio segment”.

All of this sounds laudible, until one asks the simple question: How?

He has yet to give any specific answers. A request from the journalists’ union E Tū for assurances simply led to Grenon asking more questions about what the union meant by “editorial independence”.

However, let’s return to what Grenon means by his references to NZME’s journalism.

If he means the board will limit itself to supporting an annual budget that will allow NZME’s editors to independently produce the sort of content to which his letter alludes, all well and good.

If he means the aims set out in his letter will be transmitted to editors as an expectation of their approach to journalism, no problem.

However, when read in conjunction with the intentions I italicised above, there are strong indications that he intends to be at least meddlesome and, at worst, to dictate editorial direction and content. There is a signal to his editorial preferences in the fact that he applauds radio ratings that are firmly anchored by NewstalkZB’s right-leaning content.

Nowhere in Grenon’s letter is there any undertaking to observe the principles of editorial independence that certainly permeated The New Zealand Herald when I was editor a couple of decades ago and which I inherited from a long list of predecessors. Nowhere is there recognition that NZME has responsibilities to the general public. Declining trust is seen only in terms of the impact on profits.

Responsible and accountable journalism is something editors and their staff hold in trust on behalf of society. They seek audiences for the dual purposes of spreading that journalism to the general public and, in the process, producing the profits that ensure its ongoing sustainability. Done well, it is a virtuous circle.

However, like all circles, once any part of it is fractured it collapses. If Mr Grenon views the editorial department in the same way he sees every other aspect of NZME’s business, he would be in boots and all. Then it would be only a matter of time before the circle falls in on itself.

James Grenon’s bid deserves support only if he gives cast-iron guarantees of editorial independence, and that requires more than a letter of reassurance. Mere words are not enough.

Well-founded concerns for the future of a vital component of our journalistic infrastructure will be allayed only by changing the constitution of NZME to prevent directors from instructing any employee on editorial policy or operational matters. That protection would be all the more vital if now-stalled discussions over the purchase of Stuff’s titles and associated digital outlets are resumed after NZME’s board battle is resolved.

Both Television New Zealand and Radio New Zealand have statutory protection against ministerial interference in editorial matters. The community deserves the same protection from board interference in private sector media in the public interest.

That, however, has never been a given and many news media enterprises rely on a mixture of tradition and peer pressure to ensure their journalists are insulated from undue influence.

The New York Times, for example, has a proud tradition of editorial independence but that owes more to the Salzberger family than to the company’s articles of association. The Daily Mail and General Trust have a tradition whereby its editors are appointed by the editor-in-chief in consultation with the board chairman, who also by tradition has been Viscount Rothermere (currently the fourth holder of the title). Each editor then controls the content of the respective titles. The editor-in-chief of The Guardian is not appointed by the board but by the Scott Trust, which owns the newspaper group, and reports directly to it.

I commend to Grenon and his fellow board aspirants an essay on editorial independence by the chairman of the New York Times Company, A G Salzberger. You can access it here.

For NZME to have effective guarantees of editorial independence, its articles would need to have a failsafe mechanism to prevent the sort of override that Rupert Murdoch affected with his news acquisitions. Such a mechanism might be special recourse to the Media Council in the event of an attempt by directors to interfere. The council could then independently investigate whether there had been a breach of the company constitution. Disclosure of such a breach could be damaging to both directors and the company.

The combination of protective governance plus an independent review process would allay most of the fears generated by Grenon’s utterances and his past brief encounters with news media — a former shareholding in the right-wing aggregator site The Centrist, and financing of legal action against mainstream media.

NZME shareholders and the public of New Zealand should be very wary if no such undertakings are forthcoming.

• Disclosure: I was formerly a shareholder in the previous parent company of the group but do not currently hold shares in NZME.

Dr Gavin Ellis holds a PhD in political studies. He is a media consultant and researcher. A former editor-in-chief of The New Zealand Herald, he has a background in journalism and communications — covering both editorial and management roles — that spans more than half a century. Dr Ellis publishes the website knightlyviews.com where this commentary was first published and it is republished by Café Pacific with permission.