Summary Directors' report - Governance
A more detailed Directors' report is included in the Company's
Annual Report which can be downloaded here.
The Directors recommend a final dividend for the year ended 30
June 2012 of 16.20 pence per ordinary share which, together with the
interim dividend of 9.20 pence paid to shareholders on 24 April 2012,
will make a total dividend for the year of 25.40 pence (2011: 23.28
pence). Subject to approval by shareholders at the Annual General
Meeting (AGM), the final dividend will be paid on 16 November 2012
to shareholders appearing on the register at the close of business
on 26 October 2012.
Interests in voting rights
Information provided to the Company pursuant to the UK Listing
Authority's Disclosure and Transparency Rules (DTR s) is published
on a Regulatory Information Service and on the Company's website.
As at 25 July 2012, the Company had been notified under DTR 5 of
the following significant holdings of voting rights in its shares.
|Identity of person or group
||Percent of class
|News UK Nominees Limited (i)
|Capital Research and Management Company (ii)
|The Capital Group Companies, Inc.(ii)
- (i) Direct holding which is subject to restrictions on its voting rights.
- (ii) Indirect holding.
Charitable contributions and community and environmental activities
The Summary Bigger Picture Report, which does not form part of
the Annual Review, will be made available online, and will provide
further information on the Group's commitment to corporate
responsibility, including community and environmental activities
(see thebiggerpicture). An overview of the Group's
Bigger Picture approach, including community and environmental
activities is also provided here.
The names and biographical details of the Directors of the Company
are given here. The changes to the Board of Directors
during the financial year are listed in the Corporate Governance
Section of this report.
At the Company's 2012 AGM all current Executive and Non-Executive
Directors will retire. It is the intention that Jacques Nasser will not seek reappointment but all the
other Executive Directors and Non-Executive Directors will offer
themselves for reappointment in accordance with provision
B.7.1 of the Code.
The Directors' interests in the ordinary shares and options of the
Company are disclosed within the report on Directors' remuneration.
Annual General Meeting
The notice convening the AGM, to be held at The Queen Elizabeth II
Conference Centre, Broad Sanctuary, Westminster, London SW1P 3EE
on 1 November 2012 at 11.00am, is available for download here.
The Company is committed to maintaining high standards of
corporate governance in its management of the Group and when
accounting to shareholders. The Company values its dialogue with
both institutional and private investors. For the benefit of private
investors, the Company produces this short form Annual Review which
contains the information believed to be of most interest to them.
A more detailed corporate governance report is included in the
Company's Annual Report which is available for download here.
Compliance with the UK
Corporate Governance Code
The UK Corporate Governance Code (the 'Code') provides the
standard of good corporate governance in the UK. The Financial
Services Authority requires listed companies to disclose whether
they have complied with the provisions of the Code throughout
the financial year.
The Board considers that the Company complied with the main
principles of the Code for the whole of the year ended 30 June
2012 with the following exception. Provision C.3.1. of the Code states
that the Audit Committee must be comprised of at least three
Independent Non-Executive Directors. There was a period during
the year between Allan Leighton's retirement from the Board and
the Audit Committee on 29 November 2011 and Matthieu Pigasse's
appointment as a member of the Audit Committee on 1 May 2012,
that the Audit Committee's membership fell to two Independent
Non-Executive Directors. The meeting of the Audit Committee
held on 30 January 2012 was held prior to Mr Pigasse's appointment
to the Committee. There were no other meetings held without
three Independent Non-Executive Directors being present from
29 November 2011 to 1 May 2012.
We believe that at the close of the financial period the Company is
wholly compliant with the provisions of the Code having addressed
the unintentional departure from the Code as documented above.
Role of the Board
The Board has collective responsibility for the management, direction and performance of the Group and provides leadership within a framework of prudent and effective controls which enables risk to be appropriately assessed and managed. The Board sets the Company's strategic direction, ensuring that the necessary resources are in place for the Company to meet its objectives and deliver sustainable performance.
The Board has delegated specific responsibilities to Board committees, notably the Audit, Remuneration, Corporate Governance & Nominations and The Bigger Picture committees. Each committee's terms of reference can be found on the Company'scorporate website.
The Board has delegated authority for the day-to-day running of the organisation to the Executive Directors. A committee of senior management generally meets on a weekly basis to allow prompt discussion of relevant business issues. It is chaired by the CEO and comprises the CFO and other senior executives from within the Group.
Board composition and independence
The Board currently comprises 14 Directors, made up of two
Executive Directors and 12 Non-Executive Directors. At least half of
the Board of Directors are determined to be independent by the
Board in accordance with the provision B.1.2 of the code. Biographies
of each of the Directors identify those Directors who are, in the view of the Board, independent within
the meaning of the Code. On appointment the Chairman met the
independence criteria set out in provision B.1.1 of the Code.
The Independent Non-Executive Directors bring a wide range of
experience and expertise to the Group's affairs, and carry significant
weight in the Board's decisions. The Independent Non-Executive
Directors are encouraged to challenge management and help
develop proposals on strategy. Time is regularly put aside at Board
meetings to discuss the strategic direction of the Company.
Prior to appointment, and on an annual basis, each Board member
receives and completes a questionnaire to determine factors that
may affect independence according to best practice statements
contained within the Code. The responses to the questionnaire
assist the Board in ascertaining whether a Director is independent
in character and judgment, and whether there are relationships or
circumstances which are likely to affect, or could appear to affect,
the Director's judgment.
Appointments to the Board and succession planning
The Corporate Governance & Nominations Committee keeps the
Board's balance of skills, knowledge, experience and the length of
service of individuals under constant review. In respect of succession
planning and supplementing the skill set of the Board, there is an
established procedure for the appointment of Directors. In brief, the
Committee identifies the set of skills and experience required, and
with the assistance of external search agencies selects individuals
to take Board positions on review of their individual merits.
Board and committee changes during the year
On 18 October 2011 Andrew Higginson was appointed as a member
of the Corporate Governance & Nominations Committee. At the
Company's AGM on 29 November 2011, David Evans and Allan
Leighton retired from the Board. On the same date, Martin Gilbert
and Matthieu Pigasse were appointed to the Board as Independent
On 3 April 2012, the Company announced that James Murdoch
had stepped down as Chairman and would continue to serve in
his capacity as a Non-Executive Director of the Company. Nicholas
Ferguson was appointed as Chairman, Thomas Mockridge was
appointed as Deputy Chairman and Andrew Higginson was
appointed as Senior Independent Non-Executive Director.
On 1 May 2012, Daniel Rimer replaced Nicholas Ferguson as Chairman
of the Remuneration Committee. Nicholas Ferguson remains a
member of the Remuneration Committee and Martin Gilbert was
appointed as a member of the Committee. Matthieu Pigasse was
appointed as a member of the Audit Committee. Also on 1 May 2012,
Andrew Higginson replaced Lord Wilson as Chairman of the
Corporate Governance & Nominations Committee. Lord Wilson
remains a member of the Corporate Governance & Nominations
Committee and Daniel Rimer was appointed as a member of this
Committee. James Murdoch was appointed Chairman of The Bigger
Picture Committee in place of Dame Gail Rebuck who stepped down
as Chairman and as a member of the Committee.
On 11 June 2012 Martin Gilbert was appointed as a member of the
Audit Committee. On 11 June 2012 Dame Gail Rebuck retired from the
Board. On the same date, Tracy Clarke was appointed to the Board as
an Independent Non-Executive Director and was also appointed as a
member of the Remuneration and The Bigger Picture Committees.
Relations with Shareholders
Presentations and webcasts on the development of the business
are available to all shareholders on the Company's corporate
website. The Company also uses email alerts and actively
promotes downloading of all reports enhancing speed and
equality of shareholder communication. The Company has taken
full advantage of the provisions within the Companies Act
2006 allowing the website to be used as the primary means
of communication with shareholders where they have not
requested hard copy documentation. The shareholder information
section contains further details on electronic
shareholder communications together with more general
information of interest to shareholders which is also included
on the Company's corporate website.
By order of the Board,
25 July 2012