UK - PIRC has condemned British Sky Broadcasting's report and accounts and called its directors "unaccountable" and in "breach of every corporate governance guideline that exists."
The corporate governance specialists has urged shareholders to vote against BSkyB’s report and accounts because five directors on the board are not subject to retirement through a three-yearly rotation or an election. PIRC managing director Alan MacDougall believes that all directors should seek shareholder approval on a regular basis.
He said: “These unaccountable directors breach every corporate governance guideline that exists. Once they are appointed to the board, they never have to face shareholders again.”
He added: “We are opposed in principle to the election of any directors who are not subject to retirement by rotation. [BSkyB] has had this position in there for some years and we think it’s time they changed it. The only way to signal [our] concern... is by opposing the report and accounts.”
PIRC is advising its members to vote against a motion to appoint the auditors, which will be put to shareholder’s today at BSkyB’s AGM.
PIRC said it is opposing the auditors because the non-audit fees dwarf the audit fees.
MacDougall said: “The second concern we have is that there is no full breakdown of what the non-audit fee covers. So it could cover, for example, taxation advice to the directors on share option schemes and that conflicts with the audit role in terms of auditing the company.”
The London-based firm has also advised shareholders to abstain from voting for the election of non-executive director, David Evans. PIRC’s report claims there is “insufficient biographical information concerning the newly-appointed Evans, whose age is not disclosed.”
PIRC advises institutional investors on corporate governance and corporate responsibility issues and its members include pension funds and investment managers with combined assets of over £350bn.
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