Martin Gilbert Is Said to Mull Leaving as Sky Deputy Chairman

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(Bloomberg) -- Fund-management titan Martin Gilbert is considering stepping down as deputy chairman of Sky Plc, according to a person familiar with the matter, which would deprive the pay-television company’s board of a veteran dealmaker as it faces a possible takeover battle between 21st Century Fox Inc. and Comcast Corp.

Under pressure from investors, Gilbert, who is co-chief executive officer of Standard Life Aberdeen Plc, has committed to resigning from at least one board seat by May 29 in accordance with best practice in the City. Gilbert has served on Sky’s board since 2011 and he joined the board of Glencore Plc as an independent director in May.

If Gilbert leaves Sky within the next few weeks, he will likely do so before having to choose between competing bids. Fox, which is controlled by the Murdoch family and owns 39 percent of Sky, offered in December 2016 to buy the rest. The deal has been held up by a regulatory review, and Comcast in February jumped in with a tentative 22.1-billion-pound ($31.5 billion) offer for Sky. The battle looked as if it might position Gilbert, a long-time associate of the Murdochs, in conflict with them.

Gilbert accepted the Glencore role on the assumption that the Sky situation would be resolved fairly speedily, according to the person familiar with the situation, who asked not to be identified discussing private deliberations. Standard Life Aberdeen declined to comment on Gilbert’s board roles.

Comcast’s Call

As the senior independent director, Gilbert negotiated with Fox to agree on a bid at 10.75 pence a share, which was 42 percent above to Sky’s price at the time. This year, though, he received a call from Philadelphia-based Comcast, informing him of the cable company’s desire to bid at 12.50 pence.

Fox is awaiting a review from the U.K.’s competition watchdog due May 1 concerning its Sky bid. Culture Secretary Matt Hancock will consider the regulator’s ruling and make a final decision on the Fox-Sky deal by mid-June. Comcast is expected to formalize its offer for Sky in the coming weeks. If it does, Sky’s independent directors, currently led by Gilbert, will have to decide whether to recommend Fox or Comcast’s offer.

Some key shareholders have brought up the issue of Gilbert’s multiple directorships with Standard Aberdeen Chairman Gerry Grimstone, according to two people familiar with the situation.

U.K. Guidelines

Gilbert has given a commitment to Standard Life Aberdeen’s board that by the time of the annual meeting on May 29, he will only hold one non-executive director position, according to the fund company’s annual report.

Under U.K. guidelines, an executive director of a FTSE 100 company should only have one non-executive board seat, according to Roger Barker, a corporate governance expert at the Institute of Directors. “It’s not obligatory but good practice,” he said. “If somebody is overboarded it can affect their ability to do the roles properly.”

Fox has agreed to sell most of its media and entertainment assets to the Walt Disney Co. for $52.4 billion. Upon completing that deal, Disney will need to make a bid for Sky should Fox fail in its effort to buy the rest of the pay-TV company, the U.K. Takeover Panel said this week.

©2018 Bloomberg L.P.

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