Annual Review 2007/08

NOTES ON THE ANNUAL REVIEW

SALES, UNLESS OTHERWISE STATED, INCLUDE BBC
WORLDWIDE SHARE OF JOINT VENTURES

PROFIT, UNLESS OTHERWISE STATED, REFERS TO PROFIT BEFORE INTEREST AND
TAXATION INCLUDING PRIOR
YEAR EXCEPTIONAL ITEMS

[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:

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.

Corporate Governance