FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
Pursuant to Rule 13a - 16 or 15d - 16 of
the Securities Exchange Act of 1934
For the month of June 2004
15 June 2004
BRITISH SKY BROADCASTING GROUP PLC
(Name of Registrant)
Grant Way, Isleworth, Middlesex, TW7 5QD England
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F
Form 20-F X Form 40-F
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934
Yes No X
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): Not Applicable
EXHIBIT INDEX
Exhibit
EXHIBIT NO.1 Press release of British Sky Broadcasting Group plc
announcing Board Appointments released on
15 June 2004
15 June 2004
BRITISH SKY BROADCASTING STRENGTHENS BOARD WITH APPOINTMENT OF
NON-EXECUTIVE DIRECTORS
AND ADOPTS REVISED CORPORATE GOVERNANCE POLICIES
British Sky Broadcasting Group plc (the "Company") today announced that Nicholas
Ferguson has been appointed as an additional independent non-executive Director
of the Company with effect from 15 June 2004 and that Andy Higginson will also
join the Board as an additional non-executive Director with effect from 1
September 2004.
Mr Ferguson, aged 55, is Chief Executive Officer of SVG Capital, a publicly
quoted private equity group. He is Chairman of SVG Advisers Limited and was
formerly Chairman of Schroder Ventures. He is also Chairman of the Courtauld
Institute of Art.
Mr Higginson, aged 46, is Finance and Strategy Director of Tesco plc. He was
appointed to the Board of Tesco in 1997 having previously been the Group Finance
Director of the Burton Group PLC. He is a member of the 100 Group of Finance
Directors and Chairman of Tesco Personal Finance and a non-executive Director of
C&J Clark Limited.
On 14 November 2003, the Company announced that it had established a Corporate
Governance Committee chaired by Lord Wilson of Dinton to examine all the
relevant codes and statutory obligations and their impact on the processes of
the Board and composition of its Committees. The Committee has now concluded its
review, as a result of which all of its recommendations were approved by the
Board unanimously on 15 June 2004. Amongst the recommendations approved by the
Board with immediate effect are the following:
- Independent non-executive Directors will be in a majority on the Board, and
the Chairman will be included within the overall Board member count for this
purpose. As a result of the appointments of Mr Ferguson and Mr Higginson, the
Board will comprise fifteen members, of which eight will be independent
non-executive Directors, two executive Directors, and the remainder comprise the
other non-executive Directors and the Chairman.
- The Audit Committee will be composed entirely of independent non-executive
Directors. Accordingly, on joining the Board, Andy Higginson will also be
appointed as a member of the Audit Committee, and David DeVoe and Arthur Siskind
have resigned from the Audit Committee. The Audit Committee will comprise Allan
Leighton (Chairman of the Committee), Gail Rebuck and Andy Higginson on his
appointment, all of whom are independent non-executive Directors.
- The Remuneration Committee will be composed entirely of independent
non-executive Directors. Nicholas Ferguson has been appointed as a member of,
and Rupert Murdoch and David DeVoe have resigned from, the Remuneration
Committee. Jacques Nasser has been appointed as Chairman of the Committee. The
Remuneration Committee now comprises Jacques Nasser, David Evans and Nicholas
Ferguson, all independent non-executive Directors.
- The Nominations Committee has been merged with the Corporate Governance
Committee to form the Corporate Governance and Nominations Committee. The
Corporate Governance and Nominations Committee will consist of a majority of
independent non-executive Directors. Lord St John of Fawsley has resigned from
the newly merged Committee. The Corporate Governance and Nominations Committee
comprises Lord Wilson of Dinton (Chairman of the Committee), Lord Rothschild and
Arthur Siskind.
As a result of the Corporate Governance Committee's recommendations, the Board
has adopted a revised Memorandum on Corporate Governance and revised terms of
reference for each of the Board's standing committees. These documents have been
published on the Company's website at www.sky.com/corporate.
- ends -
Further information:
Press:
Julian Eccles Tel: 020 7705 3267
E-mail: corporate.communications@bskyb.com
Analysts/Investors:
Neil Chugani Tel: 020 7705 3837
Andrew Griffith Tel: 020 7705 3118
E-mail: investor-relations@bskyb.com
Notes to Editors
1. Following the corporate governance review and the Board appointments, the
BSkyB Board will comprise fifteen members as follows:
James Murdoch Executive Director, Chief Executive
Martin Stewart Executive Director, Chief Financial Officer
(see note 3)
Chase Carey Non-executive Director
David DeVoe Non-executive Director
David Evans Independent non-executive Director
Nicholas Ferguson Independent non-executive Director
Andy Higginson* Independent non-executive Director
Allan Leighton Independent non-executive Director
Rupert Murdoch Non-executive Director, Chairman
Jacques Nasser Independent non-executive Director
Gail Rebuck Independent non-executive Director
Lord Rothschild Senior independent non-executive Director,
Deputy Chairman
Arthur Siskind Non-executive Director
Lord St John of Fawsley Non-executive Director
Lord Wilson of Dinton Independent non-executive Director
* From 1 September 2004.
2. Under its terms of reference, a Committee of the Board may invite to attend
Committee meetings such persons, or issue standing invitations to such persons,
as it deems appropriate. The Audit Committee has issued standing invitations to
Arthur Siskind and David DeVoe to attend Audit Committee meetings and the
Remuneration Committee has issued standing invitations to Rupert Murdoch and
David DeVoe to attend Remuneration Committee meetings, in each case with
non-voting observer only status.
3. On 4 February 2004, the Company announced that Martin Stewart, Chief
Financial Officer, will resign as a Director of BSkyB on the earlier of the 4
August 2004 and the appointment of his successor. It is expected that Mr
Stewart's successor will join the Board on such an appointment.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
BRITISH SKY BROADCASTING GROUP PLC
Date: 15 June 2004 By: /s/ Dave Gormley
Dave Gormley
Company Secretary