BBC WORLDWIDE'S COMMITMENT

The Board of BBC Worldwide is committed to high standards of corporate governance and business integrity. The highest standards of integrity, objectivity, fairness and honesty are essential behaviour for all staff in their dealings with customers, suppliers, colleagues and other stakeholders.

The Combined Code, issued by the Financial Reporting Council and setting out principles of good corporate governance, is not applicable to BBC Worldwide as a private limited company, but BBC Worldwide voluntarily complies with the Combined Code where appropriate.

As a wholly owned subsidiary of the BBC, BBC Worldwide is accountable to the BBC rather than to external shareholders. In turn, the BBC is accountable to the public, not shareholders, through the stewardship of the BBC Trust. The BBC Trust acts as trustee for the public interest.

THE BOARD

Composition

As part of the new Commercial Governance framework the BBC Trust approved new corporate governance arrangements for BBC Worldwide, effective January 2007. As part of the implementation of these arrangements, two new independent Non-executive Directors, Simon Clift and Thomas Geitner, joined the Board of BBC Worldwide during the year for an initial three-year term.

BBC Worldwide communicates regularly with the BBC, its ultimate parent company, and presents its strategy, financial results and budgets to the BBC for review and approval. In addition, the public service Non-executives, Zarin Patel, Nicholas Eldred and Jana Bennett, represent the key stakeholder.

The Non-executive Directors who served during the year were:

Etienne de Villiers (Chairman), Jana Bennett, Simon Clift (Independent - appointed 1 November 2006), Nicholas Eldred, Thomas Geitner (Independent - appointed 1 February 2007), Zarin Patel

The Executive Directors who served during the year were:

John Smith (Chief Executive) , Darren Childs, Sarah Cooper, Wayne Garvie, Paula Hornby, David King, David Moody, Peter Phippen, David Vine (resigned 21 July 2006), Chris Weller, Mark Young (resigned 1 May 2007)

Responsibility

The BBC Worldwide Board is responsible to the BBC Executive Board, which is in turn responsible to the BBC Trust, and certain matters are referred to these bodies for approval and authorisation.

The Non-executive Directors share responsibility for carrying out the Board's duties, although their participation is largely supervisory. They provide a key element of BBC Worldwide's external corporate governance and ensure that the Group meets the needs of its key stakeholder, the BBC. In addition to providing independent advice on key issues, their responsibilities include:

• providing strategic and operational advice and direction to the Board;
• reviewing performance of the Board and effectiveness of the Directors;
• management of key risks;
• ensuring appropriate standards of conduct and financial probity; ensuring a robust and appropriate internal controls environment is embedded in the business;
• compliance and governance.

The Board is satisfied that each Non-executive Director is able to give a sufficient time commitment to the Group.

There are clear lines of responsibility between the Chairman and the Chief Executive and other Executive Directors. The Chairman leads the Board, setting its agenda and ensuring that each Director is able to contribute effectively to decisionmaking. He reviews the information circulated to the Board to ensure that it is sufficient and received in good time. The Chairman has no involvement in the day-to-day business of the Group. The Chief Executive holds day-to-day management responsibility for the Group's businesses, devising and implementing group strategy, as agreed by the Board.

How the Board operates

The Board holds scheduled meetings at least 11 times a year, including a specific meeting to direct and agree overall strategy. Board meetings follow a formal agenda covering regular reports from the Chief Executive, Chief Financial Officer and Managing Directors of the company's businesses. Senior managers attend as required.