BSKYB, the satellite broadcaster, yesterday moved to dispel criticism of its corporate governance by appointing two new independent non-executive directors to the board.
They are Nicholas Ferguson, the 55-year-old chief executive of SVG Capital, the private equity group, and a former chairman of Schroder Ventures, and Andy Higginson, 46, the finance and strategy director of Tesco, the supermarkets group.
The appointments mean that, for the first time, there will be eight independent non-executive directors — a majority — on the 15-strong BSkyB board.
The Association of British Insurers (ABI) welcomed the changes at BSkyB, in which The News Corporation, parent company of The Times, has a 35.4 per cent stake.
Peter Montagnon, head of investment affairs at the ABI, said: “The move to ensure that a majority of the board is independent is a significant step in the right direction as this will help to ensure that the board is working in the interests of all shareholders.”
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Mr Montagnon added that the ABI would continue to monitor the situation and recommended that further changes could include a strengthened representation of executives on the board.
At present there are only two executive directors on the board — James Murdoch, chief executive, and Martin Stewart, finance director. Mr Stewart has announced that he will leave the company but his replacement will also join the board.
Criticism of BSkyB reached a peak in November when James Murdoch, the son of Rupert Murdoch, BSkyB chairman, was appointed chief executive. Institutional shareholders voted in large numbers against the chairman of the nomination committee, the former Conservative Cabinet minister Lord St John of Fawsley.
Lord St John remains a nonexecutive director but is standing down from a newly merged nomination and corporate governance committee.
Yesterday’s changes follow an undertaking given at last November’s BSkyB annual meeting. The BSkyB chairman announced then that the company had set up a corporate governance committee chaired by Lord Wilson of Dinton, the former Cabinet secretary who is now Master of Emmanuel College, Cambridge, to look at best practice.
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As well as having independents in the majority on the board, both the remuneration committee and the audit committee will be made up entirely of independents.
The other independent directors on the board include: David Evans, president of Crown Media Holdings; Jac Nasser, senior partner in One Equity Partners; Allan Leighton, chairman of Royal Mail; and Gail Rebuck, chairman and chief executive of Random House, the publisher.