Governance Fortitude 2 Board of Directors

Key:

A Audit Committee

BP Bigger Picture Committee

R Remuneration Committee Corporate Governance GN and Nominations Committee

Committee Chairman (44) Jeremy Darroch (55) Andrew Griffith (46) BP GN Membership Chairman Group Chief Executive Officer Group Chief Operating Officer and Chief Financial Officer Appointed: James became Chairman in April Appointed: Jeremy joined Sky as Chief Appointed: Andrew was appointed Group 2016, having joined the Board in February Financial Officer and Executive Director Chief Operating Officer in March 2016. 2003. James served as Chief Executive in 2004 and was appointed to his current In addition to his role as Chief Financial Officer Officer from 2003 to 2007 and as Chairman role in December 2007. he is responsible for the Group’s overall future from 2007 to 2012. Skills and experience: Jeremy has extensive growth plans as well as the Group’s advertising Skills and experience: James brings experience in the retailing and fast-moving businesses across Europe including AdSmart. significant media sector knowledge and consumer goods sectors. Prior to joining Sky, Skills and experience: Andrew joined the experience through his role at 21st Century Jeremy was Group Finance Director of DSG Company in 1999 from Rothschild, the Fox. He was Chairman and Chief Executive International plc, formerly Dixons Group plc. investment banking organisation, where he Officer of Star Group Limited from 2000 He has also spent 12 years at Procter & provided financial and strategic advice to to 2003, and held Non-Executive Director Gamble in a variety of roles in the UK and corporate clients in the technology, media roles at GlaxoSmithKline plc from 2009 Europe. Jeremy is a former Non-Executive and telecommunications sector. He held a to 2012 and Sotheby’s from 2010 to 2012. Director and Chairman of the Audit number of senior finance roles prior to his External Appointments: James was Committee of Marks and Spencer Group plc appointment as Chief Financial Officer and appointed as Chief Executive Officer at 21st from 2006 to 2013. member of the Board in 2008, has a Bachelor Century Fox in June 2015. He also serves as External Appointments: In February 2014, of Law degree from Nottingham University a member of the Board of Jeremy was appointed Non-Executive and is a qualified chartered accountant. and is a Non-Executive Director of Tesla, Inc., Director of Burberry Group plc and serves External Appointments: In March 2014, Yankee Global Enterprises, Vice Media, and as Chairman of the Audit Committee, Andrew was appointed Senior Independent a member of the Board of Trustees of the a member of the Nomination Committee Non-Executive Director of Just Eat plc and Ghetto Film School. and from 1 July 2017 as Senior Independent since April 2017 has been serving as Interim Director. He is a Business Member of Chairman. He also Chairs the Audit Committee the National Centre for Universities and is a member of the Remuneration and and Business. Nomination Committees. In addition he is a Trustee of Riverside Studios in West London, a registered charity.

Chase Carey (63) Tracy Clarke (50) Martin Gilbert (62) R BP A GN Non-Executive Director Independent Non-Executive Deputy Chairman Director Appointed: January 2013 Appointed: June 2012 Appointed: November 2011 Skills and experience: Chase has extensive Skills and experience: Tracy brings a wide Skills and experience: Martin has been knowledge and experience of the international range of operational experience having involved in the investment management media and pay TV sectors. He is a former spent the early part of her career in corporate industry since 1982 and has extensive President and Chief Executive Officer of banking. She went on to take leadership of investment, finance and executive DirecTV, where he led the operations and corporate affairs, brand and marketing, media leadership experience through his role strategic direction of the DirecTV Group. relations, human resources, and latterly, global as co-founder and Chief Executive Officer Prior to joining DirecTV, Chase was Co-Chief compliance, all with Standard Chartered Bank. of Aberdeen Asset Management PLC. Operating Officer of News Corporation She served as a Non-Executive Director of He has served as Chairman of FirstGroup plc, (subsequently renamed ) Standard Chartered First Bank in Korea from Chaucer PLC and was Non-Executive and Chairman and Chief Executive Officer 2005 to 2007 and Non-Executive Director of Director of Dynmark International Limited, of the Fox Television Group. Eaga plc from 2007 to 2011, where she chaired a mobile messaging and data applications External Appointments: Chase is Chairman the Remuneration Committee. services provider. and Chief Executive of the Formula 1 Group External Appointments: Tracy is a member External Appointments: In addition to his and Vice Chairman of 21st Century Fox. He was of the Management Team and a Director role as Chief Executive Officer of Aberdeen President, Chief Operating Officer and Deputy of Standard Chartered. On 1 October 2015 Asset Management PLC, Martin is Chairman Chairman of 21st Century Fox from 2009 to she was appointed Regional Chief Executive of the Prudential Regulatory Authority (PRA) 2015 and Executive Vice Chairman from July Americas and Europe. Tracy is a trustee of Practitioner Panel. Martin also serves as 2015 to July 2016. WORKing for YOUth; is a Board member a Non-Executive Director of Glencore plc for England Netball; a co-opted member and as Senior Governor of the University on the CBBC Board; member of the Institute of Aberdeen. of Financial Services and a Fellow of the Chartered Institute of Personnel and Development.

36 Sky plc Governance 37 Annual Report 2017 GN

A

(49)

In addition In November 2011 November Matthieu Pigasse Matthieu Appointed: Matthieu brings experience: and Skills European the of knowledge significant media sector and finance expertise to the Board. He is CEO of Lazard, France and Vice Chairman of Lazard He (Europe). is also the Acquisitions and Mergers of Head Global and the Global Head for Sovereign Advisory of Lazard. He has also served in the French Ministry of Economy and Finance. Appointments: External to his role at Lazard, Matthieu has a number of personal interests in media and Monde Le notably publishing, and the Huffington Post (France). He is a Barrière Lucien Group of member Board SAS, an operator of luxury hotels and restaurants Derichebourg, and recycling a services business. maintenance and Independent Non-Executive Non-Executive Independent Director

(47)

Katrin is an John is a highly (60)

October 2016 November 2015 November Non-Executive Director Non-Executive experienced investment management and and management investment experienced finance professional worked the having in private equity industry for more than 16 years. She brings significant knowledge of the European media, communications and technology sector. Prior to joining BIP Investment Partners in she 2012, served as also a director of several non-listed corporations including Lifebrain AG. Katrin Wehr-Seiter Katrin Appointed: experience: and Skills a Principal of global investment firm Permira private international to Advisor Senior and equity firms and corporations, having started her career atSiemens. Katrin was also Sky Deutschland of director independent an fromAG to 2015, 2010 prior to Sky taking full ownership of the company. Managing Katrin is Appointments: External Director of BIP Investment Partners SA. She is a director of SES SA and serves on their audit and risk committee. Katrin is John Nallen John Appointed: experience: and Skills experienced executive with strong media and finance industry expertise. He previously President Vice Executive served Senior as and Deputy Chief Financial Officer of 21st Century Fox from 2001 to John 2013. joined News Corporation in 1995 after working at Arthur Andersen for the previous years. 16 Senior is John Appointments: External Financial Chief and President Vice Executive Officer for 21st Century Fox, a role which he assumed on 1 July 2013. Independent Non-Executive Director Non-Executive Independent R R

A

GN

In addition In Adine is Vice (62)

With over 30 years Adine brings a (56) June 2013 July 2013 as Chairman of Inmarsat plc, a global mobile provider. communications satellite Appointments: External to his role as Chairman of Inmarsat plc, Appointed: experience: and Skills Andy Sukawaty technology media telecommunications of experience Andy industry brings strong knowledge to the Board. He has led companies in the mobile phone, cable TV and satellite industries in the US and Europe and serves Andy has previously held a number of senior management positions in the industrytelecommunications including Chairman of a Dutch Ziggo cable N.V., TV also He company. communications and previously served as Chief Executive Officer the roles of Chairman of Xyratex (Nasdaq) and Telenet, and Deputy Chairman plc. of 02 Andy is also an Executive in Residence Pincus. Warburg for of Sprint PCS (NYSE) and NTL Ltd and held Adine Grate Director Independent Non-Executive Non-Executive Independent Appointed: a Director of Three (Scandinavia), a mobile operator; broadband and telecommunications services and financial leading a OY, Sampo AB, Swedavia and institution; insurance airportan operator. Skills and experience: and Skills wealth of executive, finance and investment investment and finance executive, of wealth management and TMT experience having Nordic-based of tiers top the at operated two past the for business international President Vice Formerly Executive decades. and Executive Board Member of Investor AB, owner of a number of Nordic-based international companies, and Chairperson of the NASDAQ OMX Swedish Listing Committee. Appointments: External Chairperson a Swedish of pension AP7, and is She company. management asset savings Senior Independent Director Independent Senior