Board of Governors’ Conflict of Interests Regulations 1 CONFLICT OF INTERESTS REGULATIONS BBC BOARD OF GOVERNORS The purpose of this policy is to ensure that the BBC Board of Governors appropriately deals with actual, potential and perceived conflicts of interests, and that the deliberations and decisions of the Corporation are made in the best interests of licence fee payers. A conflict of interest may arise when a personal interest or activity could influence, or might appear to influence, a Governor’s ability to act in the best interests of the BBC. Clearly, a Governor must not use his or her position, or confidential corporate information obtained by him or her relating to the BBC, in order to achieve a financial benefit for himself or herself or for a third person or organisation. The Governors abide by the conflict of interests principles to which everyone who works for the BBC agrees. These are: • No-one should allow their outside activities to interfere with their BBC work or allow any conflict between their duties and their private interests to affect their ability to carry out those duties effectively. • No-one should make use of, or exploit, the BBC’s name, their connection with the BBC or information obtained in the course of their duties to further their own private interest or those of any outside organisation to the detriment of the BBC. • No-one should act in a manner likely to bring the BBC into disrepute or affect its reputation for impartiality. Register of Interests On taking office, Governors shall make a declaration of all interests which might be seen to affect his or her ability to perform the duties of Governor. Any such interests shall be recorded in the Board’s Register of Interests which is maintained by the Governance Unit. Governors shall also declare in their Register any relevant employment or significant financial interest of family members where a conflict of interest, or perceived conflict of interest, might arise. For example, when family members are employed by the BBC, a BBC supplier or competitor. Each Governor shall inform the Governance Unit when there are changes to their interests and review the Register six monthly. When updating their declaration, Governors are asked to sign a statement asserting that they had not been party to any decision by the BBC to contract with any of the parties with whom they have an interest. The Register is publicly available through the Governors’ website. Board of Governors’ Conflict of Interests Regulations 2 Governors are required to disclose their interests in the following categories: • positions of employment • remunerated executive and non-executive directorships • voluntary positions, including unpaid directorships, trusteeships, board and committee memberships • shareholding or any other interest in a ‘notifiable company’ (other than those held in a portfolio investment, such as a pension fund, the composition of which the member has no control over) and shareholdings over 5% in any company • controlling interests in partnerships, companies or trusts which may transact with the BBC. (The controlling interest may be through the Governors alone or through family members or a combination thereof.) • interests of family members • any other interest which the member believes might reasonably be seen as relevant to the exercise of their duties as a BBC Governor The list of ‘notifiable companies’, held by the Governance Unit for reference by Governors, comprises companies with the highest value contractual relationship with the BBC, and other companies which are significant players in BBC markets. The requirement to declare an interest in a ‘notifiable company’ does not remove the requirement of any Governor to declare their interest in any other companies that they believe may give rise to a real, or perceived, conflict. For the purposes of this declaration, family members shall be taken as being a Governor’s spouse or partner, children. The Register of Interests is reviewed annually by the Governors’ Audit Committee to satisfy itself that no Governor’s interests impacts upon his or her ability to perform the duties of office. Participation in broadcasting and the media Governors are free to broadcast and contribute to the media, but will use their discretion as to the frequency and character of such broadcasts or contributions, and take advice from the Governance Unit regarding potential conflicts. Governors may accept a fee for work commissioned by the BBC, or its subsidiary companies, when they participate in a professional capacity for which, by reason of their acknowledged expertise, they (or a company in which they have a business interest) are particularly qualified. Such arrangements must be authorised by the Chairman and Chairman of the Audit Committee. In some cases it will not be appropriate for Governors to accept a fee for speeches, broadcast or media work. Governors are not permitted to accept any payment when contributing to any media in his or her capacity as a Governor of the BBC. Board of Governors’ Conflict of Interests Regulations 3 With respect to the BBC, or any of its subsidiary companies, the Chairman and Chairman of the Audit Committee may stipulate particular requirements regarding the individual Governor’s business relationship with the BBC. Declaration of interest during a meeting of the Board or subcommittee Where a Governor has a personal or business interest in any matter before the Board, he or she will declare it at the earliest opportunity. In such a case, the other Governors then present will consider whether it is appropriate for him or her to take part in the discussion of that item of business before the Board. If they decide that it is not appropriate, the Governor will withdraw while the matter is under discussion. In any event, a Governor will not take part in any vote on an item of business in which he or she has declared an interest, and will not be counted as being present for the purpose of the quorum. Accepting hospitality and gifts A conflict of interest may arise if a Governor, when acting undertaking duties for the BBC, seeks or accepts gifts and/or hospitality which may influence or appear to influence decision making. Whilst hospitality is an accepted courtesy of a business relationship, Governors should not allow a position to be reached whereby its acceptance might be deemed by others to have influenced a decision or lead to potential allegations of conflict of interest. Gifts from organisations or individuals with whom the BBC has, or might have, business dealings should not be accepted. Gifts should be returned to the sender or donated to charity. Invitations to corporate entertainment events may be accepted if there is clear benefit to the BBC. Approved by the Board of Governors October 2005 Board of Governors’ Conflict of Interests Regulations 4 Annex 1 Reporting The BBC reports on the management of Governors’ interests in the following ways: 1. Register of Interests The Governors’ Register of Interests is published at www.bbcgovernors.co.uk and is available from the Governance Unit on written request. 2. Related party transactions Related party transactions (between the BBC group of companies, and the Governors, their immediate families and/or external entities controlled by them) are recorded in the Financial Statements of the BBC Annual Report and Accounts (in accordance with FRS 8). 3. BBC Board of Governors’ minutes A Governor’s declaration of a personal or business interest in any matter before the Board is recorded in the minutes of the meeting. The Board minutes are published at www.bbcgovernors.co.uk.