News Corp., the media company facing investor pressure in the wake of a phone-hacking scandal at its News of the World tabloid, received an internal warning about a Wall Street Journal Europe circulation plan almost a year before the newspaper's publisher resigned amid new, outside inquiries over that plan, according to a former employee and internal documents.
Les Hinton, the former CEO at the News Corp. unit that publishes The Wall Street Journal Europe, was contacted with details of the plan in November 2010, according to former circulation manager Gert Van Mol and e-mails he provided to Bloomberg News. Todd Larsen, president of the Dow Jones & Co. unit, was also notified.
Mr. Van Mol said in the correspondence that a Dow Jones business partner was being compensated at the same time that the partner was buying thousands of copies of The Wall Street Journal Europe, effectively boosting the publication's circulation. Andrew Langhoff, the newspaper's publisher who stepped down last week, had approved the payments, the circulation manager said in the e-mails.
"It was a nonethical practice," Mr. Van Mol said in an interview. "I didn't want to be part of it, so I contacted Hinton and Larsen."
Bethany Sherman, a Dow Jones spokeswoman, declined to comment on whether Mr. Hinton and Mr. Larsen had been alerted to the payments last year. She said Mr. Langhoff, 49, resigned because of the perception the newspaper's agreement with the Executive Learning Partnership could have compromised editorial integrity.
His departure, she said, had nothing to do with the payments to ELP, a Netherlands-based strategy and consulting firm, or with ELP's bulk newspaper purchases, which the company said are legitimate. Mr. Hinton, who resigned in July after allegations of phone hacking by journalists at a different News Corp. unit he ran for 12 years, didn't respond to calls for comment. Mr. Langhoff also didn't return calls for comment.
London's Guardian newspaper reported the payments to ELP and the company's bulk purchases last week, saying Mr. Langhoff resigned after it began making inquiries.
News Corp., based in New York, is already under fire for the phone-hacking scandal, which has led to the closing of the 168-year-old News of the World tabloid and investigations in the U.K. and U.S. At the annual shareholders' meeting this Friday, CEO Rupert Murdoch will be confronted by some investors' calls for changes in governance and business practices. The proxy-advisory firm Institutional Shareholder Services has told clients to vote out 13 of 15 board members to install more effective oversight of Mr. Murdoch and his lieutenants.
Mr. Murdoch may now face additional scrutiny over the Wall Street Journal Europe, including whether it inflated circulation figures and how long executives knew about the payments to ELP. The Audit Bureau of Circulations in the U.K., which initially verified the ELP contract, said last week it's launching a new investigation into the arrangement.
"If senior management was aware and it wasn't a rogue operation, that 's a huge problem," said Jeffrey Sonnenfeld, senior associate dean of the Yale University School of Management. "There's nothing they own that compares to the reputation of a news company, especially The Wall Street Journal."
The deal approved by the British Audit Bureau of Circulations boosted The Journal's circulation in ways that aren't allowed in the U.S. Under the agreement, ELP bought 12,000 copies of the Wall Street Journal Europe at 1 euro cent (1.4 cents) each, compared with the 3 euro newsstand price, and the papers counted as paid circulation.
The Wall Street Journal Europe's bulk discounted purchases, by ELP and other partners, accounted for 46,137, or 62% of its total average daily circulation of 74,800, according to ABC U.K.'s latest certificate on the newspaper. The Audit Bureau in the U.S., which isn't affiliated with the British group, doesn't count discounted bulk purchases as paid circulation.
"If I were an advertiser, I'd be concerned about how many of these copies are being read," said Rick Edmonds, a media analyst for the Poynter Institute. "If there are really only about 30,000 people who are paying for the paper, that 's not bad. But that 's circulation for a very small town."
Such bulk purchasing agreements aren't uncommon for Europe, however. What was unusual were the additional perks ELP was getting: The firm was receiving payments from Wall Street Journal Europe partners at the same time it was buying newspapers, and ELP had a role in coming up with story topics for the publication, according to Mr. Van Mol and Dow Jones.
Mr. Van Mol, a 45-year-old native of Antwerp who helped organize bulk purchases of the newspaper by ELP and other companies, was laid off by Dow Jones in January after nine years at the company. He said in interviews with Bloomberg News that he alerted senior people at Dow Jones because he was concerned about the ELP deal.
In one instance, the Journal Europe staged a launch party for a book written by Vineet Nayar, CEO of the Indian technology firm HCL Technologies Ltd. It took place at the Grosvenor House hotel in London in September 2010 and included remarks by Patience Wheatcroft, then editor of the newspaper. After the event, Mr. Langhoff asked Mr. Van Mol to make sure ELP be paid 6,000 euros for the party. "They just sent a moderator," Van Mol said. "I didn't understand why Mr. Langhoff wanted me to direct profits from an event to go to ELP when they didn't have much to do."
After the party, MR. Langhoff also told Mr. Van Mol to direct HCL to pay 16,000 euros to a third party, magazine publisher Banking & Finance, or B&F, instead of directly to Journal Europe for the event, according to two e-mails last year.
The correspondence shows that News Corp. executives wanted B&F, which participated as a sponsor, to move the 16,000 euros to ELP, along with an additional 2,000 euros from B&F for its own role as a party sponsor. HCL should have simply paid Journal Europe for its work setting up the event, Mr. Van Mol said.
Rien van Lent, a managing director of ELP who signed the circulation contract with Journal Europe and is also a former publisher of that newspaper, said the payment was legitimate. "A facilitator of our company prepared and moderated for that meeting," he said in an interview. "She chaired that meeting with HCL."
Ranjana Sharma, a spokeswoman for HCL Technologies in London, said the company sponsored an event with Wall Street Journal Europe in September 2010, though she declined to comment about how payments were made. Michel Klompmaker, the publisher of B&F, didn't respond to calls and e-mails requesting comment.
Mr. Van Mol said he initially refused to carry out the payment plan and alerted Carol Bosack, human-resources director for Dow Jones in Europe. A few months after the book event, HCL still hadn't paid for the party, and Mr. Langhoff sent an e-mail to Mr. Van Mol addressing the invoicing plan.
"I trust that you are aware of the details of these payments, but for clarity I've attached a document with a schema showing how I understand the money should flow," Mr. Langhoff wrote in an e-mail last November.
The document, reviewed by Bloomberg News, shows a diagram drawn up in Excel with HCL paying 16,000 euros to B&F, and B&F paying the 16,000 euros plus an additional 2,000 to ELP.
Ms. Sherman, the spokeswoman for Dow Jones, said in an e-mail statement the payments were "admittedly complex but nevertheless legitimate."
Mr. Van Mol was directly involved in recruiting corporate partners to buy newspapers in bulk, boosting circulation figures. He designed the Future Leadership Institute, or FLI, the marketing program to distribute copies of Wall Street Journal Europe at events and seminars staged by the newspaper's circulation department, in collaboration with sponsor companies, such as ELP.
Mr. Van Mol claims Mr. Langhoff altered the nature of the program through the payment structure for these events and terms that threatened to compromise editorial independence. Mr. Van Mol e-mailed Mr. Hinton and Mr. Larsen in November, asking to be removed from Mr. Langhoff's team, according to his e-mails.
Within weeks, News Corp. sent Dow Jones lawyer Tom Maher and Ms. Bosack to meet with Mr. Van Mol to hear his allegations against Mr. Langhoff, according to both Van Mol and Dow Jones.
"They asked me to explain the money strings and the e-mail from Langhoff," Van Mol said. "After I explained everything, a lady from their internal audit bureau said they received anonymous accusations against me, for my expenses. I couldn't believe it. I was telling them something was wrong and they were telling me I did something wrong. I felt threatened."
Ms. Sherman said Dow Jones had been investigating Van Mol at least six months prior to his letter to Mr. Hinton, though she declined to discuss the reason for the inquiry.
After their December meeting, Ms. Bosack contacted Mr. Van Mol in January to explain that his claims were without merit and that he would be fired, Mr. Van Mol said. "They said it should be considered a 'friendly redundancy'," he said. "And they also said it had nothing to do with my accusations about Mr. Langhoff."
Mr. Van Mol recently hired a lawyer to seek 11 months of severance pay from Dow Jones, what he said was a legal requirement in Belgium when an employee is terminated.
Ms. Sherman confirmed Mr. Van Mol's position was eliminated and declined to comment on his statement that he felt threatened.
The newspaper's contract also calls for ELP involvement in articles. It includes a provision that Wall Street Journal Europe publish at least "three (3) special reports included as a supplement within WSJE" featuring data and information from ELP. While the contract includes a clause that gives the Wall Street Journal Europe the right to decline to publish any article, the newspaper published two stories that were based on data from ELP and included interviews with ELP executives, including Mr. van Lent.
Dow Jones recently appended the articles with a clarification saying the impetus for writing the stories was the ELP agreement, though the reporting and writing was handled solely by the news department.
News Corp. continues to deal with fallout from the phone-hacking scandal. James Murdoch, deputy chief operating officer and the CEO's son, has been asked to return to Parliament to respond to allegations by former employees that they told him in 2008 the phone hacking went beyond one rogue employee. Mr. Hinton, the former head of Dow Jones and the unit that included the News of the World, will be questioned by the U.K. House of Commons Culture, Media and Sport Committee next Monday.
"These issues keep coming," said Julie Tanner, assistant director of socially responsible investing for New York-based Christian Brothers Investment Services, a News Corp. shareholder. "There needs to be some real changes."
Bloomberg LP, the parent of Bloomberg News, competes with News Corp. units in providing financial news and information.
-- Bloomberg News --