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 November 2003
14 November 2003
BRITISH SKY BROADCASTING GROUP PLC
(Name of Registrant)
Grant Way, Isleworth, Middlesex, TW7 5OD 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 Result of AGM released on 14 November 2003
14 November 2003
BRITISH SKY BROADCASTING GROUP PLC
Annual General Meeting - Shareholders approve all resolutions
At the Annual General Meeting of British Sky Broadcasting Group plc held today
at The Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster,
London SW1P 3EE at 11.30 a.m., a poll was conducted in respect of two
resolutions. The results as certified by LIoyds TSB Registrars are detailed
below. The other eleven resolutions put to the meeting, which did not require a
poll, were duly passed.
The poll results were as follows:
Resolution 6 (To re-appoint Lord St John of Fawsley as a Director)
For 837,999,809 (59.02 per cent)
Against 581,935,350 (40.98 per cent)
Resolution 9 (To receive the Remuneration Report of the Directors for the year
ended 30 June 2003)
For 895,124,473 (61.27 per cent)
Against 565,942,247 (38.73 per cent)
The Chairman's speech from the meeting follows below:
"Good morning Ladies and Gentlemen and welcome to the 15th Annual General
Meeting of British Sky Broadcasting. It is nice to see so many of you here
today, and Sky living up to its reputation of always being the hot ticket - one
news organisation even has 19 representatives here today.
I am very pleased that Lord Rothschild has agreed to join the Board and serve as
its Deputy Chairman and Senior Independent Director from 17th November. I would
like to welcome Lord Rothschild to the meeting.
Before we address the formal business of the meeting, I would like to say a few
words.
Let me say at the outset that I recognise that recent events at Sky have
attracted a lot of press attention. I understand that and hope that, during the
course of the meeting, I will be able to reassure you that we are listening to
all shareholders and to all their views, just as we have always done. I will be
addressing this issue in more detail later.
Let me first give you a review of the year.
2003 was a year of positives for Sky. Against a backdrop of continuing
uncertainty in the media industry, the company delivered an excellent set of
results. Sky showed the robustness of its business model manifested by revenue
growth combined with cost control delivering very significant growth in profits.
This success is continuing with the announcement today of GBP90m profit after
tax in this first quarter.
Over half of all viewers in the UK now have access to digital television, making
Britain genuinely the world leader with Sky central to that success. The
increasing familiarity people have with our product, together with our own
reputation and marketing continues to drive strong demand for Sky digital. The
achievement, months before schedule, of our 7 million subscriber target was
simply another milestone on the road towards digital television becoming the
norm.
Delivering the highest quality television is about providing consumer choice.
Sky has led the way in delivering this choice to viewers. Our subscribers are
the best judges of programmes, not regulators or government bureaucrats. That
is why viewers will continue to move away from the analogue terrestrial channels
in the UK.
And Sky can justly be proud of contributing to a very significant increase in
the quality of British television, pioneering new techniques, raising production
values and bringing new skills into British broadcasting.
The impact of greater choice is also now being felt in terrestrial television.
Last year, Sky launched three channels on Freeview, the first time the company
has ever been able to broadcast directly to homes without a satellite dish.
Terrestrial distribution, combined with the continued growth of the DTH
platform, will enable every single UK home to receive Sky channels and gives
your company a chance to go head to head with the old television networks and
the BBC.
Sky's channels have certainly shown they can stand their ground in the very
competitive UK market. Sky News, Sky One and Sky Movies are all leaders in
their fields. And Sky's new agreement with the FA Premier League will enable
Sky Sports to deliver even greater value to its subscribers from next season.
We believe the deal is good for Sky, good for the Premier League clubs, good for
fans and indisputably good for the whole of English football.
So in its brief history, Sky has grown from a start-up to a powerhouse of
British broadcasting, a FTSE100 company with excellent prospects. No other
major industrial company with the possible exception of Vodafone, has been
founded from scratch and survived in Britain over the last thirty years. Sky
has consistently outperformed expectations in the face of massive hostility from
all quarters because of its clear focus on serving its customers.
During Sky's digital investment phase the Company suspended its dividend
payment, which, paradoxically, prompted a great increase in our share price. The
Company is now generating positive cashflow, and the first priority has been to
repay the high level of debt incurred during the investment phase. Your Board
is now actively taking steps to prepare for the restoration of the dividend
although today is too early to say when and at what level the dividend will be
set. The first step is the resolution to reduce the Company's share premium
account that is being put to you today and I hope that you will support that
resolution.
As you know, one of the most difficult tasks this Board has faced was having to
replace our previous Chief Executive, Tony Ball. Tony was appointed Chief
Executive Officer in June 1999 and steered the Company through a great
expansion, as we knew he would when he joined us from News Corporation. He has
been a superb Executive who helped double the number of subscribers and doubled
the company's revenue whilst he was with us. The company owes him its deepest
gratitude. On the Board's behalf I would like to thank Tony for his work at Sky
and wish him well in his future ventures.
When Tony's departure was announced in September, the Board met and decided that
the best way to find a suitable replacement was to ask a four person Nomination
Committee composed of Lord St John of Fawsley, John Thornton, Allan Leighton and
Gail Rebuck to oversee the process. They appointed a team of world-class
Executive search consultants who, I am told, considered initially over 280
names, which was reduced to a shortlist of about 40 people before finally
interviewing seven candidates. Some had experience in the television industry
and some did not.
Speaking personally, I can fully understand the suspicion of possible nepotism
with my son as a candidate, not to speak of the salivations of my newspaper
competitors. So I refrained from taking any part in the process of selection.
The Executive search consultants' shortlist included four external candidates
and three internal candidates, all highly qualified. The process that the
Nomination Committee followed, the details of which were reported to the board
were both rigorous and thorough as confirmed by the Executive search
consultants. In the end, the unanimous decision of the Committee was to
recommend the appointment of James Murdoch, who was Chief Executive Officer of
STAR, News Corporation's Asian satellite television service which broadcasts to
53 countries in 7 languages. The Board approved this recommendation unanimously.
None of the News Corporation-affiliated directors took any part in the decision
to appoint James as the CEO.
Our roles as Chairman and Chief Executive are distinct. They do not overlap. All
of the Directors have, without exception, always worked in the interests of the
whole Company and shareholders equally. The Board has every confidence in James
continuing this practice.
I have read many comments about Sky's corporate governance and remuneration
policies.
We are highly sensitive to regulatory requirements and guidelines and we take
our responsibilities in all areas of regulation, including corporate governance,
extremely seriously.
The changing corporate governance environment in this country and the United
States imposes increasing burdens on non-executive Directors in all walks of
industry. They have to keep abreast of the issues and guard the interests of
shareholders as they judge best. At Sky, they are doing a fantastic job and I
want to pay tribute to them for their work on your behalf over the year.
Sky's corporate governance has been evolving in line with this changing
environment. For example, the company agreed at last year's AGM to amend the
Articles of Association so that News Corporation is now no longer permitted to
directly nominate Board members. This was at the voluntary instigation of News.
So some are up for election by all shareholders today.
Three new and distinguished independent Non-Executive Directors have been
appointed in the last year: Jacques Nasser, Gail Rebuck and Lord Wilson of
Dinton, as well as Lord Rothschild whose appointment will take effect from 17
November 2003.
The Nomination Committee will be leading the search for an additional
independent Non-Executive Director to replace Philip Bowman, who will retire
from the Board following this meeting. Philip joined the board in December 1994
and I would like to add my thanks to those of the whole Board for the
contribution he has made to the Company as a Non-Executive Director and
particularly as vigilant Chairman of the Audit Committee. Allan Leighton will
replace Philip as Chairman of the Audit Committee.
Importantly, and in line with this commitment to keep up with the ever-changing
corporate governance landscape, I can announce today that the Board has
established a new Corporate Governance Committee to be chaired by Lord Wilson of
Dinton, to review all the relevant codes and statutory obligations and to look
into what changes it would be appropriate to make to the processes of the Board
of Sky and the composition of its committees. The Corporate Governance Committee
will report to the Board on progress during the year.
On remuneration matters the Board has also asked John Thornton and Jacques
Nasser to undertake a complete review of all remuneration policies of the
Company. One of their first tasks will be to consider the contract terms of the
new Chief Executive's service agreement and also continue with the task of
finding a new set of external remuneration advisers, a course decided on three
months ago.
I will ask James to say a few words in a moment but before I do, let me
summarise our priorities for the business:
- To continue our great and profitable growth with ever expanding
services and improved programmes;
- to ensure we have strong cashflow;
- to restore our credit rating to investment grade;
- and to restore the dividend.
All of these targets currently appear to be within early reach.
Finally, as far as acquisitions are concerned, the Company has no plans to make
any major acquisitions.
Now I would like to introduce James Murdoch to you and invite your new Chief
Executive Officer to say a few words before I turn to the formal business of the
meeting.
Thank you Mr Chairman and welcome to all of you.
It is a great honour to be able to stand before you today as Sky's chief
executive, and I am deeply grateful for this opportunity to play a role in the
future of such a great company.
I'd like to add my own tribute to Tony Ball, my predecessor, who continued the
work of a distinguished line of chief executives, and to the entire management
team at Sky, who have delivered such impressive results to you for the last few
years.
I am joining a company that has become the most formidable pay television
company in the world. We have a powerful brand and a deserved reputation for
tireless and consistent innovation, as well as dedicated and consistent
commitment to our customers. These characteristics will allow us to grow, as we
push forward to build on our position as the clear leader of multi-channel
television in Britain. Our home markets are still our focus and we believe we
are better positioned than ever to take on new challenges as they emerge in a
constantly shifting media landscape.
I am of course very aware of the responsibilities that I have to all
shareholders and only wish today to reaffirm my pledge to work tirelessly in
your interest, to continue to build on the success that the company has achieved
to date.
Some of you I have already had the opportunity to meet, and many of you I will
be seeing in the near future - your concerns are the company's, and I am eager
to maintain a close dialogue with you over the coming months and into the
future. As a team we are listening attentively and will be asking only that you
judge us on our performance and on the actions we take to create value for you.
I very much look forward to updating you regularly on our progress.
Thank you James.
In conclusion, I believe Sky is now positioned for a period of strong growth and
increasing profitability as the reward for the risks it has taken. I would like
to thank you as shareholders and Sky's staff for supporting the company through
this period. I look forward to Sky's continuing growth with great confidence."
- ENDS -
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: 14 November 2003 By: /s/ Dave Gormley
Dave Gormley
Company Secretary