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Proxy adviser ISS sides against five Twenty-First Century Fox directors

[October 31, 2017] BOSTON (Reuters) - Proxy adviser Institutional Shareholder Services on Monday recommended investors vote against the re-election to the board of five Twenty-First Century Fox Inc directors, mainly citing concerns over a lack of action on executive pay.

It recommended votes in support of the remaining eight director candidates at the company, including Executive Chairman Rupert Murdoch.

ISS also recommended investors cast advisory votes against the pay of top executives of Fox, the owner of the Fox broadcast network, cable channels and a movie studio.

Twenty-First Century Fox's annual meeting is scheduled for Nov. 15.

In a report for clients sent to Reuters by a spokesman, ISS said Fox directors had not been responsive to a vote last year in which 69 percent of shares voted were in support of the company's compensation plan, a relatively low level of backing.

While the pay of Chief Executive James Murdoch, about $20 million for fiscal 2017, was "reasonably aligned" with the company's performance, the company's compensation committee does not appear to have adequately moved to address investor concerns, ISS wrote.

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The flag of the Twenty-First Century Fox Inc is seen waving at the company headquarters in the Manhattan borough in New York June 11, 2015. REUTERS/Eduardo Munoz/File Photo

As a response, ISS recommended against the re-election of compensation committee members James Breyer, Roderick Eddington, Jacques Nasser and Robert Silberman. ISS also recommended voting against director Delphine Arnault, for serving on too many public company boards.

Separately, ISS also recommended in favor of a shareholder resolution asking Fox to eliminate a dual-class share structure that gives a Murdoch family trust extra voting power.

(Reporting by Ross Kerber, Editing by Rosalba O'Brien)

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