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 2004
12 November, 2004
BRITISH SKY BROADCASTING GROUP PLC
(Name of Registrant)
Grant Way, Isleworth, Middlesex, TW7 5QD 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 AGM Statement released on
12 November, 2004
12 November 2004
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., as stated in the Notice convening the meeting, a
poll of independent shareholders, being those shareholders of the company other
than News UK Nominees Limited, was required to be conducted in respect of
resolution sixteen. The results as certified by LIoyds TSB Registrars are
detailed below. The other seventeen resolutions put to the meeting, which did
not require a poll, were duly passed.
The poll results were as follows:
Resolution 16 (To approve the waiving of the compulsory bid obligation in
respect of market purchases under Rule 9 of the City Code of Takeovers &
Mergers)
For 688,100,133
Against 153,428,360
Commenting on the results a company spokesman said:
"The Company welcomes the support of the overwhelming majority of independent
shareholders for the opportunity this now offers the Board to proceed with the
return of capital via a share buyback during the course of the year."
The Chairman's speech from the meeting follows below:
Good morning Ladies and Gentlemen and welcome to the 16th Annual General Meeting
of British Sky Broadcasting. It is nice to see so many of you here today.
I would like to welcome Jeremy Darroch and Andy Higginson who joined the Board
during the past year and whose appointment I hope will be confirmed by
shareholders today. Nicholas Ferguson, who also joined the Board during the
year, unfortunately had a prior engagement for today and sends his apologies.
We have a lot of business to get through this morning but before we consider the
agenda, I would like to say a few words.
The financial year 2004 demonstrated the continued success of Sky's business.
Financially, the continued growth in revenues and control of costs led by far to
the highest level of profit in Sky's history. The growth driven strategy and the
transition to digital have put Sky in a very strong position as it faces the
next stage of its development.
Operationally, the Company continued to meet its targets as the management team
developed new strategies for the future. Sky's subscriber base of 7.4 million is
a robust foundation on which Sky is building to reach its full potential. Only
43% of homes in the UK and Ireland currently take a pay television service. We
believe that over time, this can grow to around 80%, meaning another 10 million
households will take pay television. Such growth has already been seen in the US
and we are confident the same can be achieved in Britain and Ireland.
Other delivery systems and maybe new ones, will compete with us for these homes.
However, we are confident that we can continue to get a very large share of
them.
Sky has set itself ambitious new targets for 2010: to reach 10 million
subscribers, to have 25% penetration of Sky+ and to have 30% penetration of
multi-room subscriptions. To help in the achievement of these targets, Sky has
launched several new initiatives: the Sky brand has been reintroduced to broaden
its appeal; our marketing is now emphasizing the broad range of entry points to
pay TV; we have eliminated the higher upfront costs which applied to customers
not taking our top tier package; and Sky's channels continue to invest in some
of the most attractive content on television, catering for a wide range of
interests. These are just the beginning of a significant effort on Sky's part to
deliver improved subscriber growth and create a business with greater scale
which will maximise value for shareholders. Sky will also continue to be an
innovator: following on from the success of Sky+, the introduction of high
definition TV in 2006 will see us leading yet another change in the UK market.
Programming remains at the heart of our business. We are an entertainment and
information company above all else and we are always looking to acquire the best
content for our subscribers. The last year has shown that we can continue to
lead the industry in Britain, bringing new shows and popular movies to our
flagship channels, growing the audiences for sport using new technology and
providing the finest 24-hour news service in Europe.
Even while rapidly adding subscribers, Sky will deliver growing profitability
and cashflow generation. We have already repaid over GBP1.4 billion of debt
since 2001 and we have reintroduced the ordinary dividend. Including the
proposed final dividend, this will total GBP116 million for 2004.
Two resolutions are being proposed today to enable Sky to buy-back up to 5% of
its shares. Because of the potential implications for News Corp.'s shareholding
in Sky, I and the other News Corp. affiliated directors have not participated in
this. When the waiver resolution relating to News Corp.'s shareholding is being
considered by the meeting, I will therefore hand over the chair to Lord
Rothschild, who will summarise the recommendation of the independent directors.
At last year's AGM, I announced that your Board had established a Corporate
Governance Committee chaired by Lord Wilson of Dinton to examine all the
relevant codes and statutory obligations and their impact on the processes of
the Board and the composition of its Committees. This was a very comprehensive
and challenging review and I want to thank Lord Wilson and his committee for
their tireless work. The Committee's recommendations were approved by the Board
in June. We were privileged that Nicholas Ferguson and Andy Higginson agreed to
join the Board in June and September respectively, their appointment means that
the Board is composed of a majority of independent non-executive directors,
implementing one of the Corporate Governance Committee's key recommendations.
During the year, the remuneration committee, which is chaired by Jacques Nasser
and is composed entirely of independent non-executive directors, undertook a
complete review of the Company's remuneration policies. The committee has
actively sought advice from shareholders as part of this process and intends to
continue an active dialogue on remuneration policy. The Committee has revised
the performance measures used in the incentive plans for Directors and Senior
Executives, to provide better alignment between their interests and
shareholders' interests. These are now fully reported in the Annual Report. New
Executive and Sharesave option schemes have also been developed to replace the
previous schemes, which had come to the end of their ten year life. The new
schemes are being put forward for approval at this meeting.
These developments show that Sky is keeping pace with the rapid developments in
corporate governance, engaging with its shareholders on many important issues
and reflecting their views in the way the Company is run. I would like to thank
all the non-executive directors for the important part they play in helping Sky
embrace best practice in corporate governance.
Finally, I would like to thank Sky's over 10,000 employees for their dedication
and hard work through the past year.
We are confident that our strategy for growth will deliver substantial value to
shareholders over time. Sky's results for the first quarter announced this
morning demonstrate that the Company is well positioned for the future and as
our progress is better understood, so shareholder value should increase.
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: 12 November, 2004 By: /s/ Dave Gormley
Dave Gormley
Company Secretary