Independent investors in media group Sky voted heavily against the remuneration report with just 36% of shareholders giving it their backing at the AGM this week (12th October). Chairman James Murdoch received a narrow vote in support of his re-election amid concerns about his lack of independence.
Manifest’s pre-AGM analysis of Sky’s executive remuneration gave the company a low grade E and identified a number of areas of concern for investors. In respect of the pay of the chief executive, Jeremy Darroch the aggregate of all long-term incentive awards made to him represented 675% of salary and the aggregate maximum potential incentive pay exceeded 860% of salary. There was also a lack of disclosure of bonus and long-term incentive targets.
Murdoch is chief executive of Twentieth Century Fox, the largest shareholder in Sky, which is seeking to take over the company. The takeover was approved by Sky’s board last December subject to regulatory approvals. These have been received apart from in the UK where the Competitions and Markets Authority (CMA) has been asked by the government to conduct an investigation into whether the merger might operate against the public interest on the grounds of media plurality or broadcasting standards.
When the Fox shareholding – which is around 39% although voting rights are capped at 37.19% – is excluded from the figures the vote in favour Murdoch’s re-election dropped from 78% to 51.5%. Last year independent shareholders gave Murdoch 49.1% support for his re-election. He was previously Sky’s chief executive from 2003 to 2007 and then its chairman from 2007 to 2012.
Murdoch had stepped down in 2012 following criticisms which emerged from the News of the World phone-hacking scandal. Murdoch was the head of News International and its subsidiary News Group Newspapers – now re-branded as News UK, part of the News Corporation group and which is run by the Murdoch family.
Independent shareholders also heavily opposed the re-election on independent non-executive directors. The proxy voting figures show that Tracy Clarke who is chair of Sky’s remuneration committee received a vote of 20.48% against her and the deputy chairman had a 16.06% vote against him among independent shareholders.
The CMA gave details this week of its current phase two investigation into the takeover of Sky by Fox. This followed an earlier phase one review which reported in June. Separately the communications watchdog Ofcom conducted a review of whether Sky would remain a fit and proper holder of UK broadcast licences following the completion of the 21st Century Fox Offer and concluded that it would.
Following the CMA’s first report the Secretary of State for Digital, Culture, Media and Sport, Karen Bradley, confirmed in September that she would be asking the CMA to conduct further investigations. This phase two inquiry will last around six months. After this Bradley will make a decision whether to give the takeover the go ahead or not.
Last Updated: 13 October 2017