Fairfax Media says it has “been unable to extend an invitation” to 19 per cent shareholder Gina Rinehart to join the board because of her unwillingness to sign an editorial charter, although existing board members have not yet signed it themselves.

In a statement this afternoon, chairman Roger Corbett said that agreement had not been reached on terms acceptable to the company. “I regret that agreement has not been reached for Mrs Rinehart to join the Fairfax Media board of directors,” he says.

“I hope that this might be possible in the future. However key elements yet to be agreed include acceptance of the charter of editorial independence as it stands and the Fairfax board governance principles as agreed by all existing directors.”

He says the company has received “tens of thousands” of emails and other correspondence from shareholders, readers and others “making it clear that they support Fairfax’s longstanding position on editorial independence.

In coming to its decision, the board “gauged the opinion of other shareholders and noted some of their recent public comments on these matters, noting in particular they share the company’s view on maintaining editorial independence and their desire that board members act in the interests of all shareholders.

In an interview with 3AW’s Neil Mitchell today, chief executive Greg Hywood said board members are not required to sign the Fairfax Media charter of editorial independence, as long as they acknowledge its precedence.

"Board members haven't signed it. All they have done is support it, acknowledge it and act by it," he said.

In a statement signed by Hancock Prospecting chief development officer John Klepec – issued before the Fairfax announcement – Klepec says Rinehart's company was prepared to acknowledge the Fairfax Media board governance principles exist "subject as they must be, to the overriding fiduciary duties of directors".

However it claims the principles have been "repeatedly overridden" in the past, citing examples over the Earth Hour campaign and in a bid to counter declining circulation at 'The Age'.

While the board decision puts the ball in Gina Rinehart's court, perhaps it's time for Fairfax board members to cut the rhetoric by signing the charter themselves.

Peter Coleman