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September 26, 2012 4:59 pm
BSkyB has announced that two of its independent directors are to leave by the end of year as it embarks on a further overhaul of its board, shifting the balance away from the Murdoch family, and its largest shareholder News Corp.
The pay-TV company said in its annual review that Jacques Nasser, chairman of BHP Billiton, would step down before the end of the year after more than a decade on its board.
The broadcaster also confirmed that Lord Wilson of Dinton, former cabinet secretary, was stepping down this year after a similarly long tenure.
The reshuffle follows the departure in June of independent director Dame Gail Rebuck, chief executive of Random House, and those of Allan Leighton and David Evans, who both stepped down last year.
Those three departures came amid investor concerns that the weight of the BSkyB board had swung too far in favour of the Murdoch family, making it too passive.
The latest board changes bring the broadcaster more in line with the UK’s corporate governance code, which states that after nine years directors are deemed to lose their independence unless proved otherwise.
The board reshuffle is being overseen by Nicholas Ferguson, who was appointed chairman after James Murdoch stepped down in April to prevent phone hacking and other scandals at News Corp tainting the satellite broadcaster.
Mr Ferguson, who is the first chairman of the group outside the Murdoch family since 1999, has had to woo back many of the institutional investors frustrated by his championship of Mr Murdoch.
Some investors have pointed out that Mr Ferguson’s appointment is likely to be short-term as in 2013 he will have been on the board for nine years.
One top-20 investor said: “Ferguson is doing a good job and whether he stays there for nine or more years is not really an issue for us, although governance rules suggest that he will move on relatively soon because of the time he has been in the role.”
Last week the UK media regulator ruled that BSkyB was still a “fit and proper person” to hold a licence to broadcast television programmes.
But James Murdoch was heavily criticised for his failure to take action over phone hacking at the now-defunct tabloid newspaper the News of the World.
Jeremy Darroch, chief executive of BSkyB, received total pay and benefits worth more than £7mm, including a maximum bonus of almost £1.9m, in the financial year to the end of June last year, according to the company’s annual report.
Additional reporting by David Oakley
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