Sky Television's Corporate Governance and Ethics: An In-depth Analysis

This capstone project provides an analysis of Sky Television Network's corporate governance and ethics practices. It examines the company's board membership, roles, and committees, including the reports from the chairman and chief executive. The analysis covers executive remuneration disclosures, compliance with ASX corporate governance codes, and website disclosures. It also interprets company communications using Legitimacy Theory, exploring how the company manages its legitimacy to ensure continued operation and stakeholder confidence. The project concludes with insights into the company's governance outlook and provides reasonable conclusions based on the applied theories.

nnin ead orporate o ernance and t icRu g h : C G v E h s 1
University
(Name)
Corporate Governance and Ethics
(Professor’s Name)
(Date)

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This capstone project purpose is to analyze Sky television network (ASX CODE: SKT)
which is a public television company, investigate and interpret its disclosures of publicity to
determine governance outlooks and to state and apply theories and give reasonable
conclusions.

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Table of Contents
Introduction.........................................................................................................................................4
Sky Television Network Governance.................................................................................................4
Membership.....................................................................................................................................4
Role of the Sky Television Board....................................................................................................5
Executive and independent directors.............................................................................................5
Terms of office.................................................................................................................................5
Meeting.............................................................................................................................................6
The board committees.....................................................................................................................6
Sky Television 2017 report from Peter Macourt (chairman)...........................................................6
Sky Television 2017 report from John Fellet (chief executive).........................................................7
Report remuneration.......................................................................................................................7
Acquiescence with the ASX corporate code of governance..............................................................8
Executive Remuneration Disclosures................................................................................................8
Performance-based Performance Evaluation, Equity Security and Compensation............................8
Financial Statements Confirmation....................................................................................................9
Website Disclosures/Public Disclosures............................................................................................9
Board delegations................................................................................................................................9
Conclusion...........................................................................................................................................12
References..........................................................................................................................................13

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Introduction
Sky Network Television is an entertainment television channel in New Zealand that gives a
variety of programs to the clients, including television series, movies, documentaries, and
news and also other television services in New Zealand. The Company's holdings are SKY
DMX Music Limited, which engages in effecting the SKY DMX songs business, SKY
Ventures Limited, that gives sponsorship and investment in the ground broadcast technology
and information. Outside Broadcasting Limited, which provides flexible on-site
dissemination amenities and services; Screen Enterprises Limited, which operates FATSO
DVD Blu-ray rental business; Igloo Limited, which engaged in includes pay service, and
Believe It Or Not Limited, which is provides puzzles for the hotel theatre industry (Gee, Sam
& Jackson, 2017).
Sky Television Network Governance
Membership
Sky television board of governance is appointed by its shareholders using ordinary
revolution. The board consist of about seven directors all of them with relevant skills,
expertise and experience. The remuneration and the nomination committee follow a formal
process to asses overall skills. The main goal of the board is to have variety of skills which
are relevant to the core objective of the Sky business.
The constitution of the sky provides that there should be three directors and 10 directors
minimum and maximum respectively. The board have rights to appointing directors to fill
any existing vacancies at casual basis (Blanco, 2016).

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Role of the Sky Television Board
The current chairman of the Sky Television Network is Peter Macourt, he is the person of
high ranking in the company, He is assisted by the board of governance in .The main function
of the board is to oversee the Sky Television businesses and is responsible also for the
company’s corporate governance. The board usually set the policies and give strategic
direction, it also supervises the management and have objective of ensuring that the interest
of the shareholders is upheld. The manager’s work is to ensure that the organization workers
implement the corporate policies.
Executive and independent directors
In the year 2012, independent directors of the Sky Television was Humphrey Rolleston, John
Hart, Robert Bryden and John Waller. Robert Bryden qualified to be an Independent director
because he was the former director for Todd capital Limited. Others was appointed after
meeting the requirements, these directors were not deemed to be independent. Before joining
the company John Waller was PricewaterhoueCoopers partner up to 2018 December. The
board considers John Waller to be independent because he was no longer a partner of for
PWC. The only director was for part of the board is John Fellet.
Terms of office
Sky Television appointed John Waller to be part of the board on the year 2009 April 23Rd and
Humphry Rolleston on 2005 may 2nd. The appointment date shows the merger that exist
between the preceding Sky Television Company and the together with Independent
Newspaper Limited, this merger leads to the contemporary Sky Television Company.

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Meeting
Sky Television board held regular meetings and they meet also when any issue that might
affect the company need to be discussed urgently
The board committees
The board formed various committee that would make recommendations and act on behave
of the board on certain prescribed below.
Risk auditing committee- oversees the accounting and fiscal activities of the company
Nomination and remuneration committee- provides recommendation associated with the
appointment, evaluation and compensation
Committee for related parties - review the important anticipated transactions among the
Sky and the related parties.
Sky Television 2017 report from Peter Macourt (chairman)
The chairman of the Sky noted the following:
That the company is creating a robust suite of the online services to achieve the needs of the
residents of New Zealand, he said that both now and in the future the company will continue
to offer important service to their customers more so to those to the ones who have not get
fast internet access (Smith, 2017).
The company has invested on satellite for more than 25 years. The main aim of this is to
make sure that the company is have reliable and robust platform for their customers.
The chairman was pleased to report that the company has always continue to convey a solid
despite the fact that it is implementing their strategic plans. The 2017 financial year indicates
a $119 million profit after tax.

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The chairman appreciated the board members more so Jonh Fellet who contributed very
much on his contribution on achieving the success of the sky. He finally thank the entire
community and he is looking forward to addressing more issues at the AGM that would be
held on 18th October 2018.
Sky Television 2017 report from John Fellet (chief executive)
John Fellet was pleased with the performance of the last financial year. The Sky television
company underlying revenue was $119.3 million for the year 2018, he noted that the
company is in the right track having realised this profit. The chairman talked about the
measures which the company took to minimize the declining number of subscribers, one of
the measures taken was the cutting of $47 million on the operating expenses and another
measure was lowering the capital spend by more than $ 25 million.
Report remuneration
The following is the summary of Sky Television reports 2017 annual reports noted by the
chairman and the chief executive officer.
 The executive was pleased to observe the significant reduction of cost of the company.
• The 2017 reports indicate a decrease in revenue from 3.7 % to 893 dollars from 928.2
dollars in the previous year.
• In the operating cost programming expenses shot to 39.1% from 35.7 % the previous year.
• Expenditure on capital reduced to 49.1 million dollars in 2017 of the prior year.
• Cash flow that is obtainable to shareholders reduced from 44.2M dollars in the year 2016
to 165.6M in 2017 because of a decrease in expenditure.
• Piracy- the executive noted that theft had been a major challenge to the company.

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Acquiescence with the ASX corporate code of governance
(ASX Recommendation 3.1); NZX Recommendation 1.2)
Sky Network Television code of conduct did not state how beaches of their requirements are
sanctioned or investigated because the board view it would be reviewed in the basis of case-
by-case in regards to the seriousness and nature of the given beach.
Executive Remuneration Disclosures (ASX Recommendation 8.3)
Sky Network Television works according to the provision given by NZX Listing and
Companies ACT of 1993. This acts demands for disclosures of directors and the executives’
remuneration but for the board ASX recommendations seems inappropriate..
Performance-based Performance Evaluation, Equity Security and Compensation Plan
(Ballingall, Yeabsley, Drew & Pambudi, 2018).
(ASS Recommendation 2.5)
Sky Television does not provide the performance based security equity and compensation
strategy and also does not encourage directors to invest a certain portion of their
remuneration of acquiring equity securities (Patterson, Wilkins & Painter, 2018).
Performance of the board, the directors and committee are assessed on the continuous basis
all over the year but not through a prescribed assessment method (Council, 2010).
Financial Statements Confirmation (ASX Recommendation 7.3)
Sky Television has agreed to this recommendation to contained diverse policy from 21ST June
2012. Before this date Sky had not comply with the recommendation because it had not
received confirmation from the NZX to enable it adapt to a single policy that enable it to
satisfy both NZX and ASX listing rules (Wong & Joshi, 2015).
Website Disclosures/Public Disclosures (Many NZX and ASX Recommendations)

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Sky Television discloses its reports annually and after and ½ yearly. Analysis and also other
materials that are investor-based. Though the company is feeling that it is not necessary or
appropriate to disclose the company processes or policies. The same would be reviewed later
after practices in the company is amended (Chang Jackson & Wee, 2017).
Board delegations
The sky television board has given certain tasks to board committees, remuneration,
nominations, cooperate governance, picture and many more (Pozza, Rao, Flinck & Tarkoma,
2018).
Interpretation of company communications using Legitimacy Theory. Legitimacy is a
universal assumption or perception that the deeds of an entity are proper, desirable or proper
in some communally formed systems of beliefs, norms, and definitions (Maton, 2018).
Legitimacy is among the top cited philosophies in the communication and social media. The
theory has remained a deep scepticism among investigators. The approach gives an insight
regarding voluntary disclosures of an organization (Patterson, Wilkins & Painter, 2018)
All the rights of the publisher should always be reserved, more so rights to translation, reuse,
re-printing, recitation, reproduction of films, transmission and retrieval, and storage (Evens &
Donders, 2018)..
The legitimacy theory being used general, its term has been utilized fairly and loosely this is
because the theory is a bit general (Sidani & Rowe, 2018).
Today’s business environment that includes consumerist structure, media, democratic
governance, etc. They are usually reserved for the provided static background within an
investigated location (Aminzade, 2018).
Figure: The Legitimacy Theory layers

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From the ethical to the quantifiable
A single section from influential level in the figure above is referred to as
‘’Organizational level’’ occasionally it is called Strategic Legitimacy Theory,
‘’underlying organizational legitimacy is a process, legitimation, by which
organization seeks approval (or avoidance of sanctions) from groups in society’’ from
this quote many people tend to understand very well the definition of legitimacy
(Hunter, et al 2018).
Legitimacy is like currency, it a source of commercial needs to function. Definite
work and proceedings uplifted that legitimacy while others reduce it (Glozer, Caruana
& Hibbert, 2018) Low level of legitimacy will result to certain dire effects to an
organization, this may lead forfeiture to the organization right to operate (Kuznetsov
Rastovam & Sushcheva, 2018).
Though we may describe an organization to be legitimate and it conceive such a
quantity of legitimacy, it has become an idiosyncratic task to try and amount the level
of legality. Though legitimacy has a tangible effect, it has an abstract concept. The
actors have given reality on this possibility to our social environment. (Morton,
Wilson & Cooke, 2018). For the investigators to directly establish research and rank

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legitimacy of various companies would seem important in subjecting tasks (Barnett,
Moore & Tambini, 2017).
Managing legitimacy help to ensure a continual influx of labour capital and an
increase in customers who are important for viability. (Morton, Wilson & Cooke,
2018). It also foresees controlling activities by the situation that may when there is no
legitimacy (Stark, 2018).
Companies try to manage their legitimacy because it helps to ensure the continued
inflow of capital, labor and customers’ necessary for viability it also foresees
governing activities by the state that might occur in the absence of legitimacy, and
anticipates product proscribes or other unsettling actions by outside parties The
Legitimacy and Legitimation of International Organizations. (Lawrence, 2018).By
mitigating these possible difficulties, organizational legitimacy gives staffs a level of
self-sufficiency to select where and how corporate will because steered Investigators
are required to abstain from attempting to unswervingly evaluate legitimacy and
concentrate with gaging concerning the resources that are applicable investors
provide. Somewhat to involve in a supplementary expansion of full intangible
structures of legitimation procedure investigators must inspect the flow of capitals
from administrative communities and design and satisfied of communications
(Tracey, Dalpiaz & Phillips, 2018).
Conclusion
In conclusion Sky Television communication policy is strategize to inform both the
customer and the shareholders of the company. This policy has also been design to
ensure that the company comply by providing a constant obligation disclosures and

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should include annual reports, posting of press release and assessments. This policy is
being kept by the secretary and the chief executive officer (Bailey,2018).