[Page 3 of 6] Corp Governance Report
AUDIT COMMITTEE
Composition
The members of the BBC Worldwide Audit Committee are Non-executive Directors Zarin Patel (Chairperson) and Nicholas Eldred. In accordance
with the terms of the Combined Code, the Board is satisfied that the Audit Committee has an appropriate range of financial
experience.
Remit
The responsibilities of the committee are set out in its Terms of Reference and briefly comprise:
- monitoring the integrity of the financial statements including critical accounting policies and practices;
- reviewing the effectiveness of systems in place for identifying and mitigating emerging risks facing the business;
- assessing the effectiveness of systems for internal control and reporting;
- reviewing procedures for detecting fraud and ensuring that adequate arrangements are in place by which staff may, in confidence, raise concerns about possible improprieties
in matters of financial reporting, financial control or otherwise;
- monitoring the effectiveness of the internal audit function and the company’s responsiveness to the
BBC Business Assurance’s findings and recommendations;
- reviewing the effectiveness and independence of the external auditors.
BBC Worldwide has implemented a policy to ensure that other services provided by the external auditors do not impair their objectivity and the Audit Committee monitors this on a regular basis. The policy sets pre-approval requirements for non-audit services and outlines the types of service for which the external auditors would not be appropriate. The policy is reviewed annually. The external auditors are also appointed as auditors of subsidiary, joint-venture and associate undertakings wherever possible.
Matters relating to BBC Worldwide are also considered by the BBC’s Executive Audit Committee.
Meetings
The Audit Committee met four times during the year, with both members attending each meeting. The Chief Executive, Chief Financial Officer, Head of BBC Business Assurance, external auditors,
the Risk Advisory team and other Executive Board members attend by invitation as appropriate. Both the Head
of BBC Business Assurance and the external auditors have the opportunity to meet with the Audit Committee in the absence
of executive management at least once a year and have the ability
to do so at any other time they consider necessary.
REMUNERATION COMMITTEE
Composition, Remit And Meetings
The BBC Remuneration Committee has responsibility for
setting the remuneration package for BBC Worldwide’s Chief
Executive (see BBC Annual Report and Accounts 2007/08).
The Remuneration Committee of BBC Commercial Holdings Ltd,
the parent company for the BBC’s commercial subsidiaries, has responsibility for
setting BBC Worldwide Board remuneration policy.
The BBC Commercial Holdings Remuneration Committee comprises Etienne de Villiers (Chairman) and Zarin Patel. The Committee met twice during the year with both members attending each meeting. The Chief Executive recommends the remuneration packages for
the other Executive Directors, for approval by the Remuneration Committee. The Chief Executive assesses the performance of
the Executive Directors before recommending their annual remuneration awards.
The Chief Executive, the Chief Financial Officer, the Director of Human Resources and the BBC’s Head of Reward provided assistance to
the Committee during the year.
Non-Executive Directors
BBC Worldwide aims to remunerate its independent
Non-executive Directors in line with fees paid by other organisations of a similar
size and complexity. The Non-executive Directors are not eligible for bonuses,
long-term incentive schemes, pensions or other performance-related remuneration.
The BBC Non-executive Directors, Jana Bennett, Zarin Patel and Nicholas Eldred, do
not receive remuneration from BBC Worldwide.
Executive Directors
The company’s policy is to provide remuneration and other benefits sufficient to attract, retain and motivate Board
membersof the experience and calibre required. Performance-related variable remuneration (bonus and incentive plans)
is expected to comprise a significant proportion of remuneration.