[Page 1 of 6] Corp Governance Report
Corporate Governance Report
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, 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 UK public, not shareholders, through the stewardship of the BBC Trust. The BBC Trust acts
as trustee for the public interest.
THE BOARD
Composition
Under the BBC’s Commercial Governance framework (effective January 2007) there are three independent Non-executive Directors:
Etienne de Villiers (also Chairman), Simon Clift and Thomas Geitner. In addition, the public service Non-executive Directors, Jana Bennett,
Nicholas Eldred and Zarin Patel, represent the interests of the BBC.
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.
The Non-executive Directors who served during the year were:
Etienne de Villiers (independent Chairman), Jana Bennett, Simon Clift (independent), Nicholas Eldred, Thomas Geitner (independent) and Zarin Patel.
The Executive Directors who served during the year were:
John Smith (Chief Executive), Marcus Arthur (appointed 31 March 2008), Darren Childs, Neil Chugani (appointed 3 December 2007), Sarah Cooper, Wayne Garvie, Paula Hornby, David King (resigned
6 June 2008), Steve Macallister (appointed 23 July 2007), David Moody, Peter Phippen, Chris Weller and Mark Young (resigned
1 May 2007).
Responsibilities
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 external element of BBC Worldwide’s external corporate governance and, 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;
- 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 BBC Worldwide.
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 decision-making. 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
BBC Worldwide Group of companies (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.