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Matters considered by the Board will include: declaration of dividends;

• approval of strategy;
• review of risks and controls;
• review and authorisation of major transactions or contracts not in the ordinary course of business;
• assessment of the functioning of the Board and its various sub-committees;
• review and approval of the Annual Report and Accounts; compliance with the four criteria and commercial protocols; approval of remuneration policy for staff, excluding Board Directors;
• monitoring legal, regulatory or environmental policy matters.

 

The Company Secretary assists the Chairman and ensures that the Board is supplied with the information necessary for its considerations on a timely basis.

In addition, the Non-executive Directors have the opportunity to meet in the absence of the Executive Directors at any time they feel appropriate.

The Company Secretary comprehensively briefs Directors on their responsibilities on appointment to the Board. In addition, Board members are able to seek independent professional advice at BBC Worldwide's expense regarding their responsibilities at any time should they require it.

Certain Executive Directors are also appointed to the Boards of various joint venture and associate undertakings as appropriate, and participate in the oversight and management of those ventures.

The Board has delegated responsibility for certain functions to the BBC Worldwide Executive Board, BBC Worldwide Audit Committee and BBC Worldwide (Programme) Investment Committee. However, the Board takes direct responsibility for the review and monitoring of key areas such as risk management and for approving all programme investments over £5 million.

Matters delegated to management include the day-to-day operation of the business, implementation of the strategy approved by the Board and performance of risk management practices.

Further information on the BBC's Executive Board and the BBC Trust is available in the BBC Annual Report and Accounts.

EXECUTIVE BOARD

Composition and Remit

The Executive Board is chaired by the Chief Executive and comprises all of the Executive Directors. It deals with certain operational matters delegated to it by the Board, within clearly defined approval limits.

The Executive Board meets weekly and has day-to-day responsibility for managing the operations of the business, devising and implementing strategy agreed by the Board, the identification and management of risk, and for providing assurance to the Board.

ACCOUNTABILITY AND INTERNAL CONTROL

The Board has overall responsibility for maintaining an adequate system of internal control and for reviewing its effectiveness. Such a system is designed to manage rather than eliminate the risk of failure to achieve business objectives and can provide only reasonable, but not absolute, assurance against material misstatement or loss.

The Board of Directors considers that there is an appropriate ongoing process for identifying, evaluating and managing significant risks faced by BBC Worldwide. The Board exercises control through an organisational structure with clearly defined levels of responsibility, authority and reporting procedures.

Documented policies and procedures exist to define clearly the level of delegated authority for operational decision making and to provide structured processes for identifying and managing risk. These policies are applicable across the Group and ensure consistency worldwide. Key policies include Ethics, Standards and Conflicts of Interest, BBC Worldwide Group Accounting Policies, Anti-fraud & Corruption Code of Conduct, Investment & Expenditure Approval and the Recruitment Policy. Local policies are also in place to ensure that all trading businesses comply with local laws and regulations.

Key elements of BBC Worldwide's internal control environment are set out below: