BBC Annual Report and Accounts 2008/09

As BBC Trustees we are committed to upholding the highest standards of corporate governance.

It is our responsibility to get the best out of the BBC for licence fee payers. As important as what we do is how we do it. In undertaking our duties, as defined by the Charter and Agreement, our commitment is to:

• defend vigorously the independence of the BBC at all times
• listen to the public and use the views of audiences to shape the decisions we make
• value the professionalism, innovation and creativity of BBC staff and contributors
• rigorously holding the BBC's management to account

Most importantly, we also ensure that our processes are as open and transparent as possible. The BBC's Charter requires the Trust to ensure that the organisation as a whole observes high standards of openness and transparency and this is something that we take particularly seriously.

The duties and responsibilities of the Trust are outlined in the Charter and Agreement. In support of these documents we have established ‘protocols’ which provide more detail on how we will deliver these duties and responsibilities. They also set out, in some detail, the relationship between the Trust and the Executive Board. All of these documents are published on our website.

As we plan our annual programme of work we publish and consult on an annual work plan and seek comments from others on what our priorities should be. As part of this process the Audience Councils also propose priorities for the Trust to consider. After we make a decision, we publish our conclusions clearly and publish the evidence that has been used to inform our judgements. We explain our decisions to licence fee payers and to those within the BBC who may be affected.

Our regular business is undertaken in monthly meetings of the full Trust. At these meetings we make decisions related to our duties and responsibilities and consider proposals from the Executive Board. We publish the minutes of these meetings on our website. In addition to meeting as the full Trust, we also meet in smaller committees.

The Trust Unit

We are supported in our work by the Trust Unit, which provides independent and objective advice, calling on outside experts when necessary. The Trust Unit is independent of the Executive, its Director is appointed by the Trust, and its staff are outside the BBC management chain. The unit is made up of professional staff with expertise across a range of disciplines, including audience research, policy development, performance and financial analysis, and corporate governance. The unit advises Trustees on their duties, manages the Trust’s regulatory and supervisory functions, and provides the Trust with independent assessments of proposals from the Executive Board.

BBC Trust Committees

We do much of our work through seven committees which can make certain decisions on behalf of the Trust as a whole. Most of these committees meet monthly, and you can find a list of the number of meetings and Trustees’ attendance in Trustees' attendance at meetings. The full terms of reference for each of the Trust’s committees can be found on our website.

Audiences and Performance Committee

Members
David Liddiment (Chair)
Diane Coyle
Alison Hastings
Dame Patricia Hodgson
Mehmuda Mian

The Audiences and Performance Committee (APC) is responsible, on behalf of the Trust, for overseeing the performance of all of the BBC's public services and their delivery of the public purposes. This includes those within the UK as well as the BBC World Service.

The APC monitors performance of the BBC's services against the criteria set out in the service licences. The Executive Board provides performance data for the APC to review, and the Committee also undertakes independent analysis through the Trust Unit.

One of the APC’s key streams of work is its programme of service reviews. The Trust has to undertake a formal review of each of the BBC's UK public services at least once every five years. Following a review, the APC considers what action, if any, should be taken to ensure that the service/s meet(s) the objectives set by the Trust. If changes are required to a service licence as a result of a review, the APC recommends these changes to the full Trust for consideration.

The APC also oversees the Trust’s programme of audience engagement and audience research, including the annual survey of the BBC's purpose remits.

Editorial Standards Committee

Members
Richard Tait (Chair)
Chitra Bharucha
Anthony Fry
Alison Hastings
David Liddiment
Mehmuda Mian

The Editorial Standards Committee (ESC) is responsible for commissioning guidelines on editorial standards from the Executive  Board and is the final appeal body within the BBC in determining whether those standards have been met.

The ESC considers and recommends draft editorial guidelines to the Trust for approval and advises the Trust on the application of the guidelines throughout the BBC by monitoring the BBC's compliance with them. They do this by commissioning regular reports from the Executive Board on editorial compliance processes and performance.

The ESC must also ensure there is a framework for the handling of editorial complaints within the BBC and, in doing so, it undertakes an annual review of the process and performance of handling those complaints. The ESC does not consider complaints on appeal unless they have been through the Executive’s complaints process. Any appeal considered by the ESC will have to concern a perceived breach of the BBC's editorial guidelines, and/or the handling of an editorial complaint by the Executive.

The ESC also commissions and manages impartiality reviews on behalf of the Trust.

Finance and Compliance Committee

Members
Rotha Johnston (Chair)
Anthony Fry
Dame Patricia Hodgson
Janet Lewis-Jones
Jeremy Peat

The Finance and Compliance Committee (FCC) undertakes the Trust’s responsibilities on matters of finance, value for money and compliance.

The FCC considers, and can approve, large or significant proposals for financial investments from the Executive Board. It also considers and scrutinises the annual budget from the Executive Board prior to consideration by the Trust.

The FCC manages the Trust’s programme of value for money studies and is responsible for ensuring that recommendations from the reviews are implemented by the Executive Board.

In terms of compliance, the FCC oversees the Executive Board’s compliance functions (except for editorial compliance, overseen by the Editorial Standards Committee) and monitors internal controls and risk management.

The FCC is also responsible for considering appeals against complaints already considered by the Executive on fair trading and TV Licensing. It also undertakes the Trust’s responsibilities with regard to the Digital Switchover Help Scheme.

Strategic Approvals Committee

Members
Diane Coyle (Chair)
Dame Patricia Hodgson
Rotha Johnston
Jeremy Peat
Richard Tait

David Liddiment (attending in his capacity as chairman of the APC, and only for matters related to service approvals)

The Strategic Approvals Committee (SAC) considers proposals from the Executive Board for new services or changes to existing services, except those proposed as part of the service review process, which are considered by the Audiences and Performance Committee. The SAC must determine whether a public value test (PVT) is required and advises the Trust accordingly.

The SAC manages PVTs on behalf of the Trust and makes recommendations to the Trust on possible outcomes.

It also considers proposals from the Executive Board regarding ‘non-services’, such as Freesat, and, should it be necessary, the SAC will manage any assessment of a non-service approval on behalf of the Trust.

In addition, the SAC oversees the BBC's commercial strategy and manages any approval process required for Trust consideration of commercial initiatives.

Remuneration and Appointments Committee

Members
Chitra Bharucha (Chair)
Anthony Fry
Sir Michael Lyons
Janet Lewis-Jones

The Remuneration and Appointments Committee (RAC) manages the Trust’s responsibilities with regard to Executive Board remuneration and appointments. The RAC sets the remuneration strategy for the whole Board, and also makes recommendations to the Trust on the pay and benefits of the Director-General and non-executive Directors. Pay and benefits of executive directors, however, is decided by the Executive Board’s Remuneration Committee, consisting entirely of non-executive Directors.

Audience Council Committee

Members
Chitra Bharucha (Chair)
Alison Hastings (Trustee for England)
Rotha Johnston (Trustee for Northern Ireland)
Janet Lewis-Jones (Trustee for Wales)
Jeremy Peat (Trustee for Scotland)

The Audience Council Committee (ACC ) brings together the four national Trustees to oversee and co-ordinate the contributions of the BBC's Audience Councils with the work of the Trust. Its role is to ensure that issues identified by Audience Councils are dealt with appropriately by the Trust and that the Audience Councils work within their remit.

On behalf of the Trust, the ACC approves the membership of the Audience Councils.

General Appeals Panel

Membership is not fixed. The Panel consists of two Trustees and is generally chaired by the Vice Chairman (Chitra Bharucha).

The General Appeals Panel is also a committee of the Trust, although it does not meet on a regular schedule. Its role is to hear appeals on general complaints on behalf of the Trust, namely those that do not fall into the BBC's specific procedures for editorial, fair trading, TV Licensing or Digital Switchover Help Scheme complaints.