BROADCASTING
Copy of Royal Charter for the continuance of the British
Broadcasting Corporation

Presented to Parliamentby the Secretary of State for Culture, Media and Sportby Command of Her Majesty
December 2016

Cm 9365© Crown copyright 2016
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Majesty’s Stationery OfficeROYAL CHARTER FOR THE CONTINUANCE OF
THE BRITISH BROADCASTING CORPORATIONELIZABETH THE SECOND by the Grace of God of the United Kingdom of GreatBritain and Northern Ireland and of Our other Realms and Territories Queen, Head of
the Commonwealth, Defender of the Faith:
TO ALL TO WHOM THESE PRESENTS SHALL COME, GREETING!
WHEREAS on the 20th December 1926 by Letters made Patent under the Great Seal, Our
Royal Predecessor His Majesty King George the Fifth granted to the British Broadcasting
Corporation (“the BBC”) a Charter of Incorporation:
AND WHEREAS on various dates by Letters made Patent under the Great Seal, further
Charters of Incorporation and Supplemental Charters have been granted to the BBC, thelast such Charter having been granted to the BBC on the 19th September 2006 (“the 2006
Charter”):
AND WHEREAS the period of incorporation of the BBC under the 2006 Charter will expire
on the 31st December 2016 and it has been represented to Us by Our right and trusty andwell beloved Counsellor Karen Anne Bradley, Our Principal Secretary of State for Culture,
Media and Sport, that it is expedient that the BBC should be continued for the period
ending on the 31st December 2027 and that the objects, constitution, organisation andregulation of the BBC should be reformed so as to enable the BBC still better to serve theinterests of Our People:
AND WHEREAS in view of the widespread interest which is taken by Our People inservices which provide audio and visual material by means of broadcasting, the internet or
the use of newer technologies, and of the great value of such services as means ofdisseminating information, education and entertainment, We believe it to be in the interestsof Our People that there should continue to be an independent corporation and that itshould provide such services, and be permitted to engage in other compatible activities,
within a suitable legal framework:
NOW KNOW YE that We by Our Prerogative Royal and of Our especial grace, certain
knowledge and mere motion do by this Our Charter for Us, Our Heirs and Successors will,ordain and declare as follows:

INCORPORATION AND OBJECTS
1.

Incorporation of the BBC(1)

The BBC shall continue to be a body corporate by the name of the British
Broadcasting Corporation.

(2)

The members of the Board of the BBC shall be the members of the Corporation, but
membership of the Corporation shall not enable any individual to act otherwise than
through the Board.

(3)

Paragraph (2) is subject to article 25 (the Director General).

(4)

Additional and technical provisions about the BBC’s corporate nature and powers arecontained in article 52 (BBC’s corporate nature and powers).

2.

Term of Charter(1)

This Charter will take effect as from the beginning of the Effective Date, but thatgeneral statement must be read subject to paragraph (2).

(2)

In technical terms, this Charter shall come into force on the day after the day on
which it is granted (see the date given in the formal text following article 72 (generaldeclaration), but in order to facilitate the transition from the constitutional and otherarrangements in force under the 2006 Charter to those under this Charter, theSchedule modifies this Charter’s effect (in relation to times both during and after theTransitional Period, within the meaning given in the Schedule).

(3)

Subject to article 60 (dissolution and winding-up), this Charter shall continue in force
until the end of 31st December 2027.

(4)

The 2006 Charter is to continue to have effect until the end of 31st December 2016,
but is also subject to the provisions of the Schedule to this Charter.

(5)

In this article, “the 2006 Charter” means the Royal Charter for the continuance of the
BBC which came into force on 1st January 2007.

3.

The independence of the BBC(1)

The BBC must be independent in all matters concerning the fulfilment of its Mission
and the promotion of the Public Purposes, particularly as regards editorial andcreative decisions, the times and manner in which its output and services aresupplied, and in the management of its affairs.

(2)

Paragraph (1) is subject to any provision made by or under this Charter or the
Framework Agreement or otherwise by law.

4.

The BBC’s Object
The BBC’s Object is the fulfilment of its Mission and the promotion of the Public
Purposes.

5.

The BBC’s Mission
The Mission of the BBC is to act in the public interest, serving all audiences throughthe provision of impartial, high-quality and distinctive output and services which
inform, educate and entertain.

6.

The Public Purposes

The Public Purposes of the BBC are as follows.
(1)

To provide impartial news and information to help people understand andengage with the world around them: the BBC should provide duly accurate andimpartial news, current affairs and factual programming to build people’s
understanding of all parts of the United Kingdom and of the wider world. Its content
should be provided to the highest editorial standards. It should offer a range anddepth of analysis and content not widely available from other United Kingdom news
providers, using the highest calibre presenters and journalists, and championing
freedom of expression, so that all audiences can engage fully with major local,
regional, national, United Kingdom and global issues and participate in the
democratic process, at all levels, as active and informed citizens.

(2)

To support learning for people of all ages: the BBC should help everyone learn
about different subjects in ways they will find accessible, engaging, inspiring andchallenging. The BBC should provide specialist educational content to help support
learning for children and teenagers across the United Kingdom. It should encourage
people to explore new subjects and participate in new activities through partnerships
with educational, sporting and cultural institutions.

(3)

To show the most creative, highest quality and distinctive output and services:
the BBC should provide high-quality output in many different genres and across a
range of services and platforms which sets the standard in the United Kingdom andinternationally. Its services should be distinctive from those provided elsewhere andshould take creative risks, even if not all succeed, in order to develop fresh
approaches and innovative content.

(4)

To reflect, represent and serve the diverse communities of all of the United
Kingdom’s nations and regions and, in doing so, support the creative economy
across the United Kingdom: the BBC should reflect the diversity of the United
Kingdom both in its output and services. In doing so, the BBC should accurately andauthentically represent and portray the lives of the people of the United Kingdom
today, and raise awareness of the different cultures and alternative viewpoints thatmake up its society. It should ensure that it provides output and services that meetthe needs of the United Kingdom’s nations, regions and communities. The BBCshould bring people together for shared experiences and help contribute to the social
cohesion and wellbeing of the United Kingdom. In commissioning and delivering
output the BBC should invest in the creative economies of each of the nations andcontribute to their development.
(5)

To reflect the United Kingdom, its culture and values to the world: the BBC
should provide high-quality news coverage to international audiences, firmly basedon British values of accuracy, impartiality, and fairness. Its international services
should put the United Kingdom in a world context, aiding understanding of the United
Kingdom as a whole, including its nations and regions where appropriate. It should
ensure that it produces output and services which will be enjoyed by people in the
United Kingdom and globally.

7.

The activities of the BBC(1)

The only activities that may be carried out by the BBC are—(a)provision of the UK Public Services;(b)provision of the World Service;(c)non-service activities;(d)through commercial subsidiaries, commercial activities;(e)
trading activities; and(f)the specified activities.

(2)

The activities referred to in paragraph (1) must be carried out in accordance with theterms of this Charter and the Framework Agreement.

(3)

The UK Public Services must fulfil the Mission and promote one or more of the Public
Purposes and consist of—(a)the existing services specified in the Framework Agreement; and(b)
any activity aimed primarily at users in the United Kingdom involving theprovision of output supplied by means of—(i)television, radio and online services; or(ii)similar or related services which make output generally available andwhich may be in forms or use technologies which either have notpreviously been used by the BBC or which have yet to be developed.

(4)

The World Service consists of the broadcast or other distribution of output, and thedelivery of services, in English and other languages, aimed primarily at users outside
the United Kingdom.

(5)“Non-service activities” means activities which are not UK Public Services but which
directly or indirectly fulfil the Mission and promote one or more of the Public
Purposes. Such activities should support or enable the provision of the UK PublicServices and the World Service.

(6)“Commercial activities” means activities which—(a)fit with the Mission and Public Purposes;(b)
are not funded by licence fee revenue; and(c)are undertaken with a view to generating a profit (regardless of whether the
profit generated will or may be used to fund the fulfilment of the Mission andthe promotion of the Public Purposes). This means that something can be acommercial activity even if it also promotes the Public Purposes, if it is donewith a view to generating profit.

(7)“Trading activities” means activities which are commercial in nature but are excluded
from the definition of commercial activities in the Framework Agreement.

(8)

The specified activities are those activities that the BBC is required to carry out by the
Framework Agreement.
GENERAL DUTIES

8.

Introduction
The BBC, in exercising its functions in relation to the UK Public Services, the World
Service, non-service activities and trading activities, must comply with the general
duties in articles 9 to 17.

9.

Acting in the public interest(1)

The BBC must act in the public interest.

(2)

In complying with this article, the BBC must—(a)ensure that the benefits (whether direct or indirect) of decisions relating to thefulfilment of its Mission and the promotion of the Public Purposes outweigh thecosts (whether direct or indirect); and(b)in doing so, have regard to economic, social and cultural benefits and costs.

10.

Engagement with the public(1)

The BBC must carefully and appropriately assess the views and interests of the
public and audiences, including licence fee payers, across the whole of the United
Kingdom.

(2)

The BBC must make arrangements to ensure that the diverse perspectives andinterests of the public and audiences, including licence fee payers, across the wholeof the United Kingdom are taken into account in its decision-making.

11.

Market impact(1)

The BBC must have particular regard to the effects of its activities on competition in
the United Kingdom.

(2)

In complying with this article, the BBC must(a)seek to avoid adverse impacts on competition which are not necessary for theeffective fulfilment of the Mission and the promotion of the Public Purposes;(b)have regard to promoting positive impacts on the wider market.

12.

Openness, transparency and accountability(1)

The BBC must observe high standards of openness and seek to maximisetransparency and accountability.

(2)

The BBC must ensure that the following are made public as soon as possible—(a)the minutes of the meetings of the Board;(b)
important decisions (and reasons behind them and a summary of theevidence that supports them) concerning changes to the creative remit, work
plan and material changes to the UK Public Services, non-service activities,
and commercial activities; and(c)such other information (including minutes of the meetings of committees of theBoard) it is reasonable and proportionate to publish to comply with paragraph
(1).

(3)

The BBC must have regard to the benefits of undertaking consultation with interested
persons in relation to the functions set out in article 20 (principal functions of theBoard).

(4)

In complying with this article, the BBC is not required to publish or otherwise disclose
information that it would not be required to disclose under the Freedom of Information
Act 2000.

13.

Partnership(1)

The BBC must work collaboratively and seek to enter into partnerships with otherorganisations, particularly in the creative economy, where to do so would be in the
public interest.

(2)

In complying with this article, the BBC must—(a)enter into partnerships, which, overall, are with a wide range of organisations
including commercial and non-commercial organisations and organisations of
all sizes, throughout the nations and regions of the United Kingdom, covering
television, radio and online services; and(b)
ensure that its partnerships are fair and beneficial to all organisations in thepartnership and, in particular, that partners are given due attribution andrecognition, including in the branding and promotion of the output andservices created or distributed.

14.

Diversity(1)

The BBC must ensure it reflects the diverse communities of the whole of the United
Kingdom in the content of its output, the means by which its output and services aredelivered (including where its activities are carried out and by whom) and in theorganisation and management of the BBC.

(2)The BBC must ensure that its output and services overall provide a duly accurate andauthentic portrayal and representation of the diverse communities of the whole of theUnited Kingdom.

(3)

The BBC must ensure that it assesses and meets the needs of the diverse
communities of the whole of the United Kingdom.

(4)

In complying with this article, the BBC must have particular regard to the need toreflect underrepresented communities.

(5)

The BBC must support the regional and minority languages of the United Kingdom
through its output and services and through partnerships with other organisations.

15.

Technology(1)

The BBC must promote technological innovation, and maintain a leading role inresearch and development, that supports the effective fulfilment of its Mission and thepromotion of the Public Purposes.

(2)

In complying with this article, the BBC must—(a)focus on technological innovation to support the delivery of the UK PublicServices, non-service activities and the World Service;(b)seek to work in partnership with other organisations; and(c)share, as far as is reasonable, its research and development knowledge andtechnologies.

16.

Stewardship of public money(1)

The BBC must exercise rigorous stewardship of public money in accordance with thefollowing principles.

(2)

Regularity: the management of all of the BBC’s resources must accord with theprovisions of the Charter, Framework Agreement and other agreements the BBC
enters into with Government Ministers.

(3)

Propriety: the management of all of the BBC’s resources must meet high standards ofpublic conduct, robust governance and duly consider the expectations of Parliament(including those of the Public Accounts Committee) which have been formallycommunicated to the BBC.

(4)

Value for money: procurement, projects and processes must be systematicallyevaluated and assessed to provide confidence about suitability, effectiveness,
prudence, quality, value and avoidance of error and other waste, taking into accountthe wider public interest, not just that of the BBC itself.

(5)

Feasibility: proposals using public funds should be implemented accurately,
sustainably and to the intended timetable.

17.

Guidance and best practice
The BBC, in exercising its functions, must have regard—(a)to such general guidance concerning the management of the affairs of publicbodies as it considers relevant and appropriate; and(b)to generally accepted principles of good corporate governance, but only:(i)where to do so would not be incompatible with sub-paragraph (a); and(ii)
to the extent that such principles may reasonably be regarded as
applicable in relation to its functions and within the particularconstitution of the BBC as a chartered corporation.

18.

General duties in relation to commercial activities
The BBC, in exercising its functions in relation to the commercial activities, must—(a)comply with the duties in article 9 (acting in the public interest), article 10(engagement with the public) and article 12 (openness and transparency);(b)
ensure that its commercial activities do not, as a result of their relationshipwith the UK Public Services, non-service activities or trading activities, distort
the market or gain an unfair competitive advantage.
CONSTITUTION - THE BOARD

19.

Introduction(1)

There shall be a Board of the BBC which, acting collectively, is responsible for theproper, effective and independent exercise of all the functions of the BBC inaccordance with the provisions set out in this Charter and the Framework Agreement.

(2)

In addition, the Board has all the functions expressly or impliedly conferred upon it
elsewhere by or under this Charter or the Framework Agreement.

(3)

The Board may obtain independent advice to support the exercise of its functions.

20.

The principal functions of the Board(1)

The principal functions of the Board are contained in this article.

(2)

In accordance with article 3 (independence of the BBC), each member of the Board
must at all times uphold and protect the independence of the BBC including by acting
in the public interest, exercising independent judgement and neither seeking nor
taking instructions from Government Ministers or any other person.

(3)

The Board must ensure that the BBC fulfils its Mission and promotes the Public
Purposes by, in particular, setting—(a)the strategic direction for the BBC within the framework set by this Charterand the Framework Agreement;

(b)

(c)
(d)

(e)
(f)
(g)
(h)
(i)
(j)

the creative remit (including the direction of the BBC’s editorial and creative
output and services and in regard to the nations and regions of the United
Kingdom);the budgets for the UK Public Services and the World Service;a framework to assess the performance of the BBC in delivering its strategies
and creative remit, and obligations under this Charter and the Framework
Agreement, including performance measures (and targets for those measures
where appropriate) to assess the performance of the UK Public Services infulfilling the Mission and promoting the Public Purposes;a framework to assess the performance of the World Service;
the standards for the BBC’s editorial and creative output and services;a framework within which the BBC must handle complaints;a policy on the distribution of the UK Public Services;a plan for compliance with each of the BBC’s general duties; anda strategy and governance arrangements for the BBC’s commercial activities
and for assessing the effectiveness of those activities.

(4)

The Board must consider proposals for material changes to the UK Public Services,non-service activities or trading activities, and must assess both the public value andimpact on competition of such proposals.

(5)

The Board must consider proposals for material changes to the commercial activities,
and must assess the proposed changes in terms of their alignment with the Public
Purposes, their commercial efficiency, their impact on the BBC’s reputation andwhether the proposed changes, as a result of their relationship with the UK PublicServices, trading activities or non-service activities, distort the market or create an
unfair competitive advantage.

(6)

The Board must secure the effective and efficient management of the BBC and its
commercial subsidiaries by, in particular—(a)appointing, and holding to account, the management of the BBC;(b)
ensuring that the organisational structure of the BBC and the skills of the staffof the BBC are fit for purpose; and(c)setting the terms and conditions for the staff of the BBC and reviewing theseregularly.

(7)

The Board must secure the effective and efficient management of the finances of theBBC by, in particular—(a)putting in place appropriate policies and controls to ensure that licence fee
and other income is spent and operations are managed efficiently, effectively
and in accordance with regularity, propriety, value for money and feasibility;and(b)ensuring that arrangements for the collection of the licence fee are efficient,appropriate and proportionate.

(8)

The Board must ensure compliance by the BBC with its obligations under thisCharter, the Framework Agreement, the Operating Framework and the general law
by, in particular—

(a)
(b)
(c)

complying with requests made by Ofcom;
complying with any decision made by Ofcom; andcomplying with any request made by or decision of Ofcom relating to thecommercial subsidiaries including ensuring that any necessary action is taken
by commercial subsidiaries controlled by the BBC to give effect to a request or
decision.

Without prejudice to any right of the BBC to seek appropriate legal remedies, where
it appears to the Board that their obligations under this Charter, the Framework
Agreement and the Operating Framework conflict with any request or decision madeby Ofcom (who must take into account their obligation under article 45(2)(c)), theBoard must nevertheless comply with Ofcom’s request or decision.
21.

Composition of the Board(1)

The Board must consist of a number of non-executive members (including the Chair)and a number of executive members. The total number of members must be 14.

(2)

The non-executive members of the Board must be the Chair, the four Nation
Members and five other members.

(3)

The non-executive members of the Board must, with the agreement of the Secretaryof State, select one of their number to serve as Senior Independent Director, whoshall have a role that accords with the generally accepted principles of good
corporate governance (to the extent that such principles may reasonably be regarded
as applicable in relation to the Board’s functions and within the particular constitutionof the BBC as a chartered corporation).

(4)

The executive members of the Board must be the Director General and three othermembers.

(5)

The members of the Board must be selected to ensure that, collectively, they havethe range of skills and experience necessary to secure the proper exercise of thefunctions of the BBC.

(6)

The total number of members, the number of non-executive members and thenumber of executive members may, with the agreement of the BBC, be amended by
Order in Council.

(7)

It shall not be necessary to fix a lower number by Order in Council merely to reflect
the existence of a vacancy which is intended to be filled by a further appointment indue course.

22.

Appointment of the Chair of the Board(1)

The Chair of the Board must be appointed by Order in Council.

(2)

The appointment may only be made following a fair and open competition.

(3)The Governance Code, including the public appointment principles, must be followed
in making the appointment. The Commissioner for Public Appointments will ensurethat the appointment is made in accordance with the Governance Code.

(4)

The Secretary of State must consult the BBC on the process for appointing the Chair(including on the job specification, skills description and time commitment which must
be developed to ensure that the requirements of article 21(5) (composition of theBoard) are met).

(5)

No recommendation may be made to Her Majesty in Council to appoint the Chair
unless a pre-appointment hearing has been held and a report published by the SelectCommittee.

(6)Whenever the office of Chair is vacant, the Secretary of State, having consulted theBoard, must appoint one of the non-executive members as ‘Acting Chair’ with all thepowers of the Chair until a new Chair is appointed.

23.

Non-executive Board members for the nations(1)

A non-executive member of the Board must be designated—(a)the Board member for England;(b)
the Board member for Scotland;(c)the Board member for Wales; and(d)the Board member for Northern Ireland,(“Nation Members”).

(2)

The Nation Members must be appointed by Order in Council.

(3)

The appointments may only be made following a fair and open competition.

(4)

The Governance Code, including the public appointment principles, must be followed
in making the appointments. The Commissioner for Public Appointments will ensurethat the appointments are made in accordance with the Governance Code. The
Chair must be a member of the selection panel for the appointment of the Nation
Members and must have particular regard to article 21(5) (skills and experience ofBoard members).

(5)

No recommendation may be made to Her Majesty in Council to appoint a Nation
Member unless selected from those put forward by the selection panel.

(6)

Each person appointed under this article must be suitably qualified by virtue of—(a)having skills and experience that contribute to the work of the Board;(b)having knowledge of the culture, characteristics and affairs of the people in
the nation for which he or she is to be appointed; and(c)being in close touch with opinion in that nation.

(7)The Secretary of State must consult the BBC on the process for appointing the
Nation Members (including the job specification, skills description and timecommitment which must be developed to ensure that the requirements of article 21(5)are met).

(8)

No appointment shall be made for the Board member for Scotland without theagreement of the Scottish Ministers.

(9)

No appointment shall be made for the Board member for Wales without theagreement of the Welsh Ministers.

(10)

No appointment shall be made for the Board member for Northern Ireland without theagreement of the Executive Committee established by section 20 of the Northern
Ireland Act 1998.

(11)

For the purposes of this article, “England” includes the Channel Islands and the Isleof Man and references to “nation” shall be interpreted accordingly.

24.

Other non-executive members of the Board(1)

The other non-executive members of the Board must be appointed by the Board.
However, the Board may only make an appointment which has been proposed to theBoard by the Nomination Committee (see article 31(4) (committees of the Board)).

(2)

For the purposes of this article, the roles of proposing and approving the making ofan appointment relate not only to the identity of the person to be appointed but also
the terms of the appointment (see article 27 (the terms on which non-executive
members of the Board serve)).

(3)

The BBC must have regard to and observe, where appropriate, the Governance
Code, including the public appointment principles, in making the appointments.

25.

The Director General(1)

There must be a Director General of the BBC.

(2)

The Director General must be the chief executive officer of the BBC. The Director
General must be an executive member of the Board.

(3)

The Director General must also be the editor-in-chief of the BBC. As such, theDirector General shall have final responsibility and is accountable to the Board forindividual decisions on the BBC’s editorial matters and creative output.

26.

Executive members of the Board(1)

The executive members of the Board must be appointed by the Board. However, theBoard may only make an appointment which has been proposed by the Nomination
Committee (see article 31 (committees of the Board)).

(2)For the purposes of this article, the roles of proposing and approving the making ofan appointment relate not only to the identity of the person to be appointed but also
(subject to the requirements of article 29 (terms of executive members of the Board))
the terms of his appointment.

27.

The terms on which non-executive members of the Board serve(1)

The appointment of a non-executive member of the Board must be for a period of nolonger than four years but may be increased for up to a further year in exceptional
circumstances. The period of the appointment must be specified in the terms of
appointment.

(2)

A serving non-executive member of the Board may at any time be reappointed once
only by Order in Council or by the Board, in accordance with articles 22, 23 and 24(Chair and non-executive members) as the case may be, for any further period
specified in the terms of appointment. Such a further period may not be longer thanfour years but may be increased for up to a further year in exceptional circumstances.
The power may be exercised with effect from a date other than that on which theprevious term would have expired.

(3)

Non-executive members of the Board must be remunerated by the BBC at a rate
determined by the Secretary of State.

(4)

The BBC must pay, or make provision for paying, to or in respect of any nonexecutive member of the Board, such amounts (if any) by way of pension, allowances
or gratuities as the Secretary of State may determine.

28.

Termination of office of non-executive members(1)

A non-executive member of the Board ceases to hold office—(a)on the expiration of the period for which the member had most recently been
appointed (see article 27 (terms on which non-executive members of theBoard serve));(b)in the case of appointments under articles 22 and 23 (Chair and the Nation
Members)—(i)
if the member resigns by written notice to the Secretary of State; or(ii)
if the appointment is terminated by Order in Council;(c)in the case of appointments under article 24 (other non-executive members)—(i)
if the member resigns by written notice to the Board; or(ii)
if two-thirds of the non-executive members of the Board vote toterminate the appointment;
(d)

if—
(i)
(ii)
(iii)

the member becomes bankrupt;
the member’s estate is sequestrated;the member grants a trust deed for the member’s creditors; or

(iv)
(e)

if—
(i)
(ii)

the member makes any arrangement or composition with themember’s creditors generally;
the member fails to attend meetings of the Board continuously forthree months or longer without the consent of the Board; andthe Board resolves that the member’s office be vacated.

(2)

An appointment may only be terminated under paragraph (1)(b)(ii) if, in the opinion of
the Secretary of State, having consulted the Board (and, in relation to a Nation
Member, the relevant devolved government), the member is unable, unfit or unwillingto perform the functions of a member.

(3)

An appointment may only be terminated under paragraph (1)(c)(ii) if, in the opinion of
the Board, the member is unable, unfit or unwilling to perform the functions of amember.

29.

The terms on which executive members of the Board serve(1)

Each executive member of the Board shall hold and vacate office in accordance withthe terms of their appointment.

(2)

Those terms must provide for the appointment to be terminated in accordance withthe following requirements of this article, and may not provide for it to be terminatedprematurely without the consent of the member in any other way.

(3)

A proposal for the premature termination of an appointment must always be made by
the Chair of the Board.

(4)

If such a proposal is approved by the Board, the Board must terminate theappointment.

(5)

The Remuneration Committee (see article 31(5) (committees of the Board)) shalldetermine the remuneration of executive members of the Board. The terms on whichsuch members are appointed must be compatible with this requirement.

(6)

For the purposes of this article, an appointment is terminated prematurely if it isterminated in the exercise of a discretionary power to terminate the appointment
before the occurrence of any date on which the terms of the appointment provide forthe appointment to be terminated (whether by reference to the expiry of a fixed term,
the attainment of a specified retirement age or in any other way).

30.

Meetings of the Board(1)

The Board must meet for the transaction of its business and affairs.

(2)

The Board must make standing orders dealing with the summoning, notice, time,
place, quorum, management and adjournment of its meetings, including provision forthe exercise of a casting vote, which may only be exercised by a non-executive
member of the Board.
(3)

The standing orders may make provision for meetings of the Board to be held incircumstances in which members participate without being physically present in thesame place as other participating members (for example, by means of telephone orvideo conferencing).

31.

Committees of the Board(1)

The Board may set up committees of the Board.

(2)

The number, remit and composition of such committees are a matter for the Board,subject to the following paragraphs of this article.

(3)

There must always be an Audit and Risk Committee, which must have the functionscommensurate with the highest standards of corporate governance. Only nonexecutive members of the Board may be members of the Committee.

(4)

There must always be a Nomination Committee, which must at least perform thefunctions described in articles 24 (other non-executive members of the Board) and 26(executive members of the Board). The Committee must have a majority of nonexecutive members of the Board and must be chaired by the Chair of the Board. The
Director General must be a member of the Committee.

(5)

There must always be a Remuneration Committee, which must at least perform thefunctions described in article 29(5) (terms of executive members). Only non-executive
members of the Board may be members of the Committee.

(6)

No committee of the Board shall include anyone who is not a member of the Board or
an employee of the BBC.

32.

Delegation by the Board
The Board may delegate its functions, including decision-taking—(a)
to a committee set up under article 31 (committees of the board);(b)
to an individual member of the Board; or(c)to other members of staff,
on such terms and conditions as it thinks fit.

33.

Regulations(1)

The Board may make regulations about the transaction of the business and affairs of
the BBC.

(2)Regulations may provide for the transaction of urgent business of the Board between
meetings of the Board, including provision for such business to be transacted by asingle member of the Board.

(3)

Regulations may make provision for or about the filling of vacancies of executive
members of the Board in circumstances in which it is impossible for articles 25 and26 (Director General and executive members) to be complied with. (An example ofsuch a situation would be if all the executive members of the Board resigned withimmediate effect.)(4)

Regulations may be made only at a meeting of the Board.

(5)

The standing orders mentioned in article 30 (meetings of the Board) must be madeas regulations in accordance with this article.

34.

BBC staff(1)

The BBC must appoint staff for the efficient performance of its functions andtransaction of its business.

(2)

This article does not apply to the Director General or to other executive members of
the Board (for whom see article 29 (terms of executive members of the Board)).

35.

Communication with staff of the BBC(1)

The BBC must ensure that at all times it has in place suitable arrangements underwhich it (or its representatives) will, where appropriate—(a)consult BBC staff on all matters affecting the interests of those staff; and(b)seek to consult with any appropriate organisation with a view to maintaining or(as the case may be) establishing and maintaining adequate arrangements of
the kind mentioned in paragraph (2).

(2)

The arrangements are for—(a)the settlement by negotiation of the terms and conditions of BBC staff; and(b)the discussion of matters of mutual interest to the BBC and its staff,
including—(i)the health, safety and welfare of such staff;(ii)
equal opportunities and training (without cutting back on any specificobligations as to those matters set out in the Framework Agreement);
and
(iii)
efficiency in the operation of the BBC’s services.

ANNUAL PLAN, REPORT AND ACCOUNTS
36.

Annual plan

(1)

The BBC must prepare and publish an annual plan for each financial year inaccordance with this article.

(2)

The annual plan must include at least—(a)the creative remit for that year;(b)
the work plan for that year;(c)
provision for the United Kingdom’s nations and regions;(d)provision for the World Service; and(e)the BBC’s proposals for how it will comply with its general duties including
measurable criteria to assess compliance.

(3)

The BBC must publish the annual plan in advance of the period to which it relates.

37.

Annual report(1)

The BBC must prepare and publish an annual report for each financial year inaccordance with this article.

(2)

The annual report must include at least—(a)
how the BBC delivered the creative remit and its work plan;(b)significant changes to the BBC’s activities including any material changes tothe UK Public Services and commercial activities;(c)
how the BBC complied with each of its general duties and its regulatory
obligations in the Operating Framework;(d)provision for the United Kingdom’s nations and regions, including how theBBC delivered the creative remit in the nations and regions;(e)provision for the World Service;(f)
how the BBC has set, reviewed and met high editorial standards, howcomplaints have been handled and what the BBC has learned;(g)
how it has made the BBC’s output and services available to the public;(h)
expenditure on the UK Public Television Services by genre (as defined inaccordance with industry standards);(i)a report from the Nomination Committee on the appointment of members of
the Board and senior executives;(j)a report from the Remuneration Committee on—(i)how senior executive pay is determined;(ii)
the names of all senior executives of the BBC paid more than£150,000 from licence fee revenue in that financial year; and(iii)
the names of all other staff of the BBC paid more than £150,000 fromlicence fee revenue in that financial year set out in pay bands; and(k)a report by the Audit and Risk Committee.

(3)

In preparing the annual report, the BBC must comply with any directions, given by the
Secretary of State or the Foreign Secretary with regard to such additional information

of a different nature to the requirements in paragraph (2) which must be given in thereport about the finance, administration and work generally of the BBC.
(4)

Before giving any such directions the Secretary of State or Foreign Secretary must
consult with the BBC and, where appropriate, the Scottish Ministers, the Welsh
Ministers and the Northern Ireland Ministers.

(5)

The BBC must send the annual report, as soon as possible and in any event no later
than seven months after the end of the period to which it relates, to the Secretary ofState, and on the same day to the Scottish Ministers, the Welsh Ministers, theNorthern Ireland Ministers and Ofcom.

(6)

The Secretary of State must then lay the annual report before the United Kingdom
Parliament. When this has been done, the BBC must publish the report.

(7)

The BBC must lay the annual report before the Scottish Parliament, the National
Assembly for Wales and the Northern Ireland Assembly respectively on the same dayas, or as soon as possible after, it has been laid before the United Kingdom
Parliament.

38.

Accounts(1)

The BBC must—(a)keep adequate accounting records;(b)take reasonable steps to secure that relevant subsidiaries keep suchaccounting records as to enable the preparation of the group accounts;(c)
prepare in respect of each financial year group accounts for the BBC inaccordance with International Financial Reporting Standards and suchdirections as the Secretary of State or Foreign Secretary may give;(d)within such period after the end of the financial year as the Secretary of State
may direct send the group accounts to the Comptroller and Auditor General;(e)send the group accounts to the Secretary of State, the Scottish Ministers, theWelsh Ministers and the Northern Ireland Ministers, and Ofcom at the sametime as it sends the annual report (see article 37(5) (annual report)).

(2)

For the purposes of this Charter“adequate accounting records” means records that are sufficient: (a) to show andexplain the BBC’s transactions; (b) to disclose with reasonable accuracy, at any time
the financial position of the BBC; and (c) to enable the members of the Board toensure that any accounts required to be prepared comply with this Charter;“group” means the BBC and its relevant subsidiaries;“group accounts” means the accounts required to be prepared under paragraph(1)(c); and“relevant subsidiary” means an entity that, in accordance with International Financial
Reporting Standards, is controlled by the BBC and falls to be included in consolidated
group accounts; and includes a subsidiary that is established or otherwise becomes a
relevant subsidiary after this Framework Agreement comes into force.
39.

Audit of the BBC(1)

The BBC must appoint the Comptroller and Auditor General to examine, certify andreport on the group accounts prepared by the BBC in respect of each financial year.
The report must include an opinion on regularity on the group accounts (see article 16(stewardship of public money)) and must be addressed to the members of the Boardin terms that acknowledge that Parliament also places reliance on the group accounts
and report.

(2)

The BBC must send a copy of the report to the Secretary of State.

(3)

The Secretary of State must lay the group accounts and the report of the Comptroller
and Auditor General before Parliament. When this has been done, the BBC must
publish the group accounts and the report.

(4)

The BBC must lay the group accounts and the report of the Comptroller and Auditor
General before the Scottish Parliament, the National Assembly for Wales and theNorthern Ireland Assembly respectively on the same day as, or as soon as possible
after, those documents have been laid before the United Kingdom Parliament.

40.

Audit of the subsidiaries of the BBC
Unless the Comptroller and Auditor General and the BBC agree otherwise, the BBC
must ensure that each relevant subsidiary appoints the Comptroller and Auditor
General (or such auditor as may be appointed with the agreement of the Comptroller
and Auditor General) as auditor of the subsidiary in respect of each financial year.

41.

Access to information(1)

The agreements made between the BBC and the relevant subsidiaries and theComptroller and Auditor General pursuant to the duties to appoint in articles 39 (auditof the BBC) and 40 (audit of the subsidiaries of the BBC) are—(a)agreements for the purposes of section 25(4) of the Government Resourcesand Accounts Act 2000 (examinations by Comptroller and Auditor General)(meaning that section 8(1) of that Act (Comptroller and Auditor General:
access to information) applies for the purposes of the examination of theaccounts of the BBC and the relevant subsidiaries); and(b)arrangements for the purposes of articles 2 and 5 of the Government
Resources and Accounts Act 2000 (Rights of Access of Comptroller and
Auditor General) Order 2003 (No. 1325) (meaning that section 8(1) of that Act
applies in relation to certain grant payments, contracts and subcontracts of the
BBC and the relevant subsidiaries).

(2)In addition, by virtue of sections 499 and 500 of the Companies Act 2006 (Auditor’s
general right to information, and right to information from overseas subsidiaries), theComptroller and Auditor General will have a general right to information and a right toinformation from overseas subsidiaries, in relation to relevant subsidiaries which must
be audited in accordance with Part 16 of that Act.

(3)

The BBC must ensure, in relation to other relevant subsidiaries (in particular,
overseas subsidiaries), that such subsidiaries provide the Comptroller and Auditor
General with such information as may be reasonably required to carry out thefunctions under article 40 (audit of the subsidiaries of the BBC).

42.

Appearing before the devolved assemblies(1)

The BBC must comply with a request of a devolved assembly or a committee of adevolved assembly—(a)to attend its proceedings for the purpose of giving evidence; and(b)to submit reports,(in the same way that it must comply with a request of either House of Parliament or
one of their committees) concerning matters relating to the nation to which theassembly relates.

(2)

For the purposes of this article, “devolved assembly” means the Scottish Parliament,
the National Assembly for Wales or the Northern Ireland Assembly.
FUNDING SETTLEMENT

43.

Funding settlement(1)

The period of the first funding settlement is 1 April 2017 to 31 March 2022.

(2)

The period of the second funding settlement commences on 1 April 2022. The
duration of this period of this settlement will be at least five years.

(3)

The Secretary of State must notify the BBC of the funding settlement in advance ofthe period to which it relates.

(4)

The Secretary of State, in determining a funding settlement, must—(a)assess the level of funding required for effective fulfilment of the Mission andpromotion of the Public Purposes;(b)consider an assessment of the BBC’s commercial income and activities; and(c)consult the BBC.

(5)

The BBC must provide the Secretary of State with such information and otherassistance as the Secretary of State may reasonably require from the BBC inconnection with the determination of a funding settlement by the Secretary of State
including a set of data on its funding needs and income streams in a format
determined by the Secretary of State, having consulted the BBC.

(6)For the purposes of this article, “funding settlement” means a determination by the
Secretary of State of the level of the licence fee and the level of licence fee revenue
for the period of the settlement.
REGULATION

44.

Ofcom

(1)

It shall be a function of Ofcom, pursuant to section 198 of the Communications Act
2003 (functions of Ofcom in relation to the BBC), to the extent that provision for themto do so is contained in this Charter and the Framework Agreement, to regulate theBBC. References in this Charter to the functions of Ofcom are references to thefunctions contained in or under the Charter and the Framework Agreement.

(2)

By virtue of section 1(3) of the Communications Act 2003 (functions and general
powers of Ofcom), Ofcom may do anything which appears to them to be incidental or
conducive to the carrying out of their functions, including borrowing money.

45.

General duties(1)

The general duties of Ofcom in section 3 of the Communications Act 2003 (general
duties of Ofcom) apply to the carrying out of their functions contained in this Charterand the Framework Agreement.

(2)

Ofcom must have regard, in carrying out their functions, to such of the following as
appear to them to be relevant in the circumstances—(a)the object of the BBC to fulfil its Mission and promote the Public Purposes;(b)
the desirability of protecting fair and effective competition in the United
Kingdom;(c)the requirement for the BBC to comply with its duties under the Charter,
including its general duties (set out in articles 9 - 18).

(3)

Where it appears to Ofcom that there is a conflict between their duties in a particularcase, they must secure that the conflict is resolved in a manner they think best in thecircumstances.

46.

Principal functions of Ofcom(1)

The principal functions of Ofcom are contained in this article.

(2)

Ofcom must prepare and publish an Operating Framework which must contain theprovisions Ofcom consider appropriate to secure the effective regulation of theactivities of the BBC as set out in this Charter and the Framework Agreement.

(3)

Ofcom must set an operating licence for the UK Public Services, in accordance with
the Operating Framework, which must contain regulatory conditions they consider
appropriate for requiring the BBC—(a)to fulfil its Mission and promote the Public Purposes;

(b)
(c)

to secure the provision of distinctive output and services; andto secure that audiences in Scotland, Wales, Northern Ireland and England
are well served.

(4)

Ofcom may determine measures (further to those determined by the BBC underarticle 20(3)(d) (principal functions of the Board)) they consider appropriate to assess
the performance of the UK Public Services in fulfilling the Mission and promoting the
Public Purposes.

(5)

Ofcom must set requirements, in the Operating Framework, to protect fair andeffective competition in the United Kingdom in relation to—(a)material changes proposed by the BBC to the carrying on of UK PublicServices and non-service activities;(b)
the effect on fair and effective competition of UK Public Services, trading
activities and non-service activities; and(c)agreements with, and conduct affecting, third parties in relation to UK PublicServices, trading activities and non-service activities.

(6)

Ofcom must set requirements, in the Operating Framework, in relation to interaction
between the BBC and its commercial activities to ensure that the commercial
activities do not, as a result of their relationship with the UK Public Services, trading
activities or non-service activities, distort the market or gain an unfair competitive
advantage. In considering whether the commercial activities gain an unfair
competitive advantage, Ofcom may consider in particular whether the commercial
services are, or will be, undertaken in line with normal market principles, including
making a commercial rate of return.

(7)

Ofcom must secure the observance of standards in the content in the relevant UK
Public Services which must be in accordance with the Standards and Fairness
Codes.

47.

Provision of information to Ofcom
Ofcom may require the BBC and any other person to provide information for the
purposes of the carrying out by Ofcom of their functions.

48.

Miscellaneous powers(1)

Ofcom may conduct research to inform the carrying out of any of their functions.

(2)

Ofcom may provide information to any person for the purpose of facilitating thecarrying out by Ofcom any of their functions.

(3)

Ofcom may publish such information as they consider conducive to the carrying outof their functions.

49.

Enforcement powers of Ofcom(1)

Ofcom must enforce compliance by the BBC of those requirements specified as
enforceable in the Framework Agreement or Operating Framework (“specified
requirements”) and, in particular, may—(a)consider complaints made to them by any person; and(b)carry out such investigations as they consider appropriate.

(2)

If Ofcom are satisfied that the BBC has failed to comply with a specified requirement,
Ofcom may direct the BBC, or accept undertakings from the BBC, to take such steps
Ofcom consider will—(a)remedy the failure to comply;(b)ensure that the BBC complies with their requirements properly in future.

(3)

If Ofcom are satisfied that the BBC has failed to comply with a specified requirement,
they may serve on the BBC a notice requiring it to pay them, within a specified
period, a specified penalty.

(4)

The amount of the penalty that may be imposed on any occasion under this article
must not exceed the maximum specified in section 198(5) of the Communications Act
2003 (functions of Ofcom in relation to the BBC).

(5)

Ofcom are not to exercise their powers under paragraphs (2) and (3) unless they
have given the BBC a reasonable opportunity of making representations to them
about the matters appearing to them to provide grounds for the exercise of the power.

(6)

Ofcom must make provision in the Operating Framework, including provision forprocedural matters, on how Ofcom will exercise their enforcement powers under thisarticle.

50.

Annual report by Ofcom(1)

Following the receipt of the BBC’s annual report, Ofcom must prepare and publish anannual report in accordance with this article.

(2)

The report must set out how Ofcom carried out their functions under article 46(principal functions of Ofcom) across the whole of the United Kingdom.

(3)

The report must include at least an assessment of compliance with the specified
requirements.

51.

Periodic and ad hoc reviews by Ofcom(1)

Ofcom must carry out and publish two or more detailed periodic reviews on the extent
to which the BBC is fulfilling its Mission and promoting each of the Public Purposes,
and addressing any specific issues of concern identified by Ofcom.

(2)The first review must be published in sufficient time to inform the mid-term review(see article 57 (mid-term review)).

(3)

Ofcom must, where appropriate, carry out and publish additional reviews addressing
any specific issue of concern identified by Ofcom relating to the activities of the BBC
that are subject to regulation by Ofcom under this Charter and the Framework
Agreement.
GENERAL52.

The BBC’s corporate nature and powers(1)

The BBC shall have perpetual succession. That is to say, it shall continue to exist as
a legal person, regardless of changes in its composition which occur when particular
individuals cease to be members of the Corporation and are succeeded by otherindividuals.

(2)

The BBC shall have a Common Seal. The BBC may alter its Common Seal or
replace it with a new one.

(3)

The BBC shall have the capacity to sue and be sued and do anything appertaining toa body corporate. In addition, the BBC shall have all the capacity of a natural person.

(4)

Paragraph (3) enables the BBC to maintain, establish or acquire subsidiaries throughwhich commercial activities may be undertaken.

(5)

Paragraph (3) enables the BBC to do anything incidental or conducive to the carryingout of their functions.

(6)

However, the BBC may use these general powers only in accordance with articles 4
to 7 (Object, Mission, Public Purposes and activities of the BBC). The use of any ofthese powers for other purposes would amount to a breach of this Charter, with all
the consequences that could follow from that (see in particular article 56 (compliancewith Charter and Framework Agreements)). Subject to any overriding rules of law,such a use of powers shall, nevertheless, be valid: for example, contracts enteredinto by the BBC would be valid and enforceable against the BBC for so long as the
BBC continues to exist, to any extent permitted by law.

53.

Framework Agreement(1)

A “Framework Agreement” is an agreement between the BBC and the Secretary ofState which contains a statement to the effect that it is a Framework Agreement
made for BBC Charter purposes.

(2)

The Secretary of State and the BBC must consult Ofcom on any amendments to a
Framework Agreement relating to the regulation of the BBC by Ofcom.

(3)In anticipation of the grant of this Charter, the BBC has entered into a Framework
Agreement with the Secretary of State for Culture, Media and Sport dated 7
November 2016. Further Framework Agreements may be made during the life of thisCharter (and may amend or revoke the existing Framework Agreement).

(4)

Framework Agreements may in principle impose obligations on the BBC in relation toparticular topics which are addressed in this Charter, as well as in relation to topics
which are not. A Framework Agreement may, for example, impose more detailed
requirements. For example, article 7(5) (the activities of the BBC) defines non-service
activities which is elaborated in clause 16 of the Agreement made on 7 November
2016. However, a Framework Agreement must be consistent with this Charter and, inthe event of any contradiction, the terms of this Charter shall prevail. It is hereby
declared that the content of the Framework Agreement as made on 7 November
2016 (mentioned in paragraph (3)) is fully compatible with the intentions of thisCharter.

(5)

The BBC must comply with the Framework Agreement, for so long as it is in force(see article 56 (compliance with Charter and Framework Agreements)).

54.

Overseas concessions
The BBC must obtain the consent of the Foreign Secretary before it—(a)acquires any licence, concession, right or privilege from; or(b)enters into any arrangement with,
the Government of any country or place overseas.

55.

Validity of acts and proceedings(1)

The existence of a vacancy in any of the bodies mentioned in paragraph (2) does not
as such affect the validity of anything done by that body (though any specificrequirements for a quorum must still be observed).

(2)

The bodies are the Board and any committee or sub-committee of the Board.
However, the Nomination Committee of the Board may exercise a function describedin article 31 (committees of the Board) only if fully constituted in accordance withapplicable requirements laid down in that article.

56.

Compliance with Charter and Framework Agreements(1)

The BBC must strictly and faithfully comply with this Charter and the Framework
Agreement in force. This includes complying with requirements set out in otherdocuments which have effect by virtue of provisions of this Charter or a Framework
Agreement.

(2)

Where the BBC fails to comply with paragraph (1) of this article in any respect,anyone who is aggrieved and/or adversely affected may be entitled to seek anappropriate remedy.

(3)The BBC must establish a framework for handling and resolving complaints toprovide transparent, accessible, effective, timely and proportionate methods of
securing that the BBC complies with its obligations and that remedies are provided
which are proportionate and related to any alleged non-compliance. Where Ofcom
exercise a function to regulate the BBC, the framework must provide that Ofcom will
normally consider a complaint only after the complaint has been in the first instanceresolved by the BBC.

(4)

Complaints can sometimes also be made to other bodies with regulatory and law
enforcement powers such as the Competition and Markets Authority.

(5)

The courts may have an appropriate role to play in exercising judicial review
according to normal principles of public law.

(6)

This article does not seek to exclude any other remedy which may be available but,so far as relevant, it is the intention of this Charter that remedies should beappropriate and proportionate to the issues at stake.

57.

Mid-Term Review(1)

The Secretary of State may undertake a mid-term review focussing on thegovernance and regulatory arrangements for the BBC in accordance with the termsof this article.

(2)

The Secretary of State must determine the scope and terms of reference (including
the timing) of the review following consultation with the BBC, Ofcom, the Scottish
Ministers, the Welsh Ministers and the Northern Ireland Ministers.

(3)

The review must not be undertaken before 2022 and must be completed by 2024.

(4)

The review must consider any relevant reviews carried out by Ofcom under article 51(periodic and ad hoc reviews by Ofcom).

(5)

The review must not consider—(a)the Mission of the BBC;(b)
the Public Purposes of the BBC; or(c)the licence fee funding model of the BBC for the period of this Charter.

(6)

The BBC and Ofcom must co-operate with the Secretary of State, and provide theSecretary of State with such information and other relevant assistance as the
Secretary of State may reasonably require, in connection with the review.

58.

Supplemental Charters
The BBC may apply for and accept a supplemental Charter, or promote a Bill in Our
United Kingdom Parliament, the Scottish Parliament, the National Assembly for
Wales and the Northern Ireland Assembly.

59.

Charter Review(1)

No recommendation may be made to Her Majesty in Council to grant a further charterfor the continuance of the BBC to take effect at the expiry of this Charter unless therequirements in this article have been met.

(2)

The Secretary of State must undertake a review of this Charter in accordance withthe terms of this article.

(3)

The Secretary of State must consult the Scottish Ministers, the Welsh Ministers andthe Northern Ireland Ministers—(a)on the draft terms of reference for the review of the Charter in advance of their
publication;(b)
through the process of reviewing the Charter; and(c)before making a recommendation to grant a further charter.

(4)

The Secretary of State must lay the final terms of reference for the review before
Parliament. The Secretary of State must send the final terms of reference to the
Scottish Ministers, the Welsh Ministers and the Northern Ireland Ministers who mustthen lay them before the Scottish Parliament, the National Assembly for Wales andthe Northern Ireland Assembly respectively.

(5)

The Secretary of State must consult—(a)the public;(b)
the BBC;(c)
Ofcom; and(d)any person the Secretary of State considers appropriate.

(6)

A draft of the proposed charter and framework agreement must have been laid before
Parliament and debated by each House.

(7)

A draft of the proposed charter and framework agreement must have been laid before
the Scottish Parliament, the National Assembly for Wales and the Northern Ireland
Assembly and debated by each of those assemblies if the assembly deems it
appropriate.

(8)

The BBC must co-operate with the Secretary of State, and provide the Secretary ofState with such information and other assistance as the Secretary of State may
reasonably require from the BBC, in connection with the review.

60.

Dissolution and winding-up(1)

The BBC may—(a)surrender this Charter with the permission of Us, Our Heirs or Successors in
Council and upon such terms as We or They may consider fit; and(b)wind up or otherwise deal with the affairs of the BBC in such manner as may
be approved by the Secretary of State.

(2)Where the BBC is to be dissolved voluntarily or compulsorily, the property and assetsof the BBC must, before the dissolution occurs—(a)be applied in satisfaction of the debts and liabilities of the BBC; and(b)subject to sub-paragraph (a), be disposed of in accordance with the directionsof the Secretary of State.

(3)

When this Charter expires at the end of 31st December 2027, the undertaking of the
BBC shall cease, so far as it may depend upon this Charter unless We, Our Heirs or
Successors, shall by writing under Our or Their Sign Manual declare to the contrary
and authorise the continuance of the undertaking under some or all of the provisionsof this Charter and under such provisions and conditions as We, Our Heirs or
Successors may think fit.

(4)This article is subject to any applicable statutory provision or other legal requirement.

61.

Approvals, directions and notifications(1)

Where, under this Charter, any act or thing is required to be done with the approval of
any Government Minister—(a)the approval must be given in writing;(b)
the approval may be given absolutely or subject to such terms and conditions
as the Minister thinks fit (having consulted the BBC); and(c)may be revoked or varied (in which case paragraphs (a) and (b) apply as they
applied to the giving of the original approval).

(2)

Where, under this Charter, any Government Minister has power to give a direction to
the BBC—(a)the direction must be given in writing; and(b)the power includes a power to revoke or vary the direction (subject to any
conditions or limitations that are applicable to the power concerned).

(3)

Where, under this Charter, any Government Minister has the power to notify the BBC
the notification must be given in writing.
INTERPRETATION

62.

Introduction
To enable this Charter to be drafted in language which is not too cumbersome orcomplex, We have relied on various principles or rules of interpretation which are
explained below. These need to be borne in mind when reading the Charter.
However, they need to be used with common sense: they do not apply where thecontext requires otherwise. For example, the principle in article 65(2) (gender andnumber) does not mean that article 22 (appointment of the Chair of the Board) can beread as enabling two Chairs to be appointed to serve simultaneously.

63.

Some simple definitions in alphabetical order
In this Charter—“BBC” means the British Broadcasting Corporation;“the Director General” means the Director General of the BBC appointed under article
25;“the Board” means the Board of the BBC established by article 19;“the Commissioner for Public Appointments” means the Commissioner responsible
for regulating and monitoring appointments made by UK Government Ministers,
whose remit is set out in the Public Appointments Order in Council 2016;“creative remit” means the BBC’s proposals for how each UK Public Service and theWorld Service will, for a particular year, contribute to the fulfilment of the Mission andthe promotion of the Public Purposes;“distinctive output and services” means output and services, taken as a whole, thatare substantially different to other comparable providers across each and every UK
Public Service both in peak time and overall, and on television, radio and online, interms of(a)the mix of different genres and output;(b)
the quality of output;(c)the amount of original output produced in the UK;(d)the level of risk-taking, innovation, challenge and creative ambition; and(e)the range of audiences it serves;“the Foreign Secretary” means Our Principal Secretary of State for Foreign andCommonwealth Affairs;“Framework Agreement” is defined by article 53;“functions” includes both powers and duties;“Governance Code” means the code published under the Public Appointments Orderin Council 2016 or any code on public appointments that may replace it;“licence fee” means sums which a person is liable to pay by virtue of any regulations
under section 365(1) of the Communications Act 2003 (sums payable for licences touse etc. television receivers);“the licence fee revenue” means any sums which may be paid to the BBC by the
Secretary of State from time to time, pursuant to the Framework Agreement, to fundthe services provided by the BBC for the promotion of the Public Purposes;“Mission” means the mission set out in article 5;“Ofcom” means the Office of Communications established under the Office ofCommunications Act 2002;“Public Accounts Committee” means a committee appointed by the House ofCommons to examine the accounts showing the appropriation of the sums granted to
Parliament to meet the public expenditure, and of such other accounts laid before
Parliament as the committee may think fit.;“Public Purposes” means the purposes set out in article 6;

“regional and minority languages” mean Welsh, Scottish-Gaelic, Irish and Ulster
Scots;“the Secretary of State” means Our Principal Secretary of State for Culture, Mediaand Sport;“Select Committee” means the Select Committee for Culture, Media and Sport;“staff” includes officers, employees and persons working under a contract forservices;“the United Kingdom” is to be taken to mean, for these purposes only, the United
Kingdom of Great Britain and Northern Ireland, together with the Channel Islands andthe Isle of Man;
“work plan” means the BBC’s strategy, objectives and outline budget and any
significant developments planned for the year including any material changes to the
UK Public Services and commercial activities.
64.

References to Orders in Council
Any reference to the doing of anything by Order in Council is a reference to the doingof that thing by Us, Our Heirs or Successors in Council.

65.

Gender and number(1)

Words importing the masculine gender include the feminine, and vice versa.

(2)Words in the singular include the plural. For example, article 55(1) (validity of acts
and proceedings) which refers to “a vacancy”, also applies where there are several
vacancies on the body concerned.

(3)

The following indexation formula is to be used to vary the amounts specified in article
37 (annual report) on 1st June 2022 and 1st June 2026:(CPIA / CPIB) x 100
Where: CPIA represents the Consumer Price Index all items index figure for themonth before the proposed variation is to be made; and CPIB represents theConsumer Price Index all items index figure for the month before 1st January 2017.

66.

Continuity of powers and duties
Where this Charter confers a power or imposes a duty it is implied, unless thecontrary intention appears, that the power may be exercised, or the duty is to be
performed, from time to time as occasion requires. For example, the power to change
the number of members of the Board which is conferred by article 21(6) (compositionof the Board) is to be interpreted not just as a “once and for all” power to change thenumber from fourteen to another number: it could be used to increase the number,then to reduce, then return it to fourteen, and so on.

67.

Power to make different provision for different cases
In exercising any function under this Charter, any person may make different
provision for different cases or purposes. For example, the power to determine thepay of non-executive members of the Board conferred by article 27(3) (terms on
which non-executive members of the Board serve) could be used to determine a rate
for the Chair that is higher than the rate determined for other members.

68.

References relate to whatever time is relevant(1)

Any reference to the holder of any office is to be read as referring to the holder of that
office for the time being i.e. at the relevant time rather than the date on which thisCharter is granted. For example, the power of determination conferred on the
Secretary of State by article 27(3) (terms on which non-executive members of theBoard serve) can be exercised by whoever holds that office at the time such a person
wishes to exercise the power.

(2)

Similarly, references to anything else are to be read as relating to whatever falls
within the reference at whatever time is relevant. For example, the reference in article
17 to generally accepted principles of good corporate governance should, in the year
2020, be read as referring to principles of good corporate governance which are
generally accepted in 2020, rather than what was generally accepted when thisCharter was granted.

69.

Implied power to amend
Any power conferred on any person under this Charter to make any document,
however expressed, implies the power, exercisable in the same manner and subject
to the same conditions or limitations, to revoke, amend or re-make any document
made under the power.

70.

References to legislation(1)

References to particular legislation should be read as referring to that legislation as
amended or re-enacted from time to time.

(2)

In relation to the Isle of Man or the Channel Islands references to any Act arereferences to that Act as extended to the Isle of Man or the Channel Islands.

71.

Headings
Headings are for convenience only and are not necessarily a reliable guide to theprecise interpretation of the substantive text to which the heading relates. For
example, to be useful, headings often have to oversimplify, or to be selective in what
aspects of the actual content they flag up.

72.

General declaration
This Charter shall be interpreted objectively. The presumption that a grant by the
Crown is to be interpreted most beneficially for the Crown and against the subject
shall not apply.

IN WITNESS whereof We have caused these Our Letters to be made Patent.
WITNESS Ourself at Westminster the eighth day of December in the sixty-fifth year of Our
Reign.
BY WARRANT UNDER THE QUEEN'S SIGN MANUAL.

SCHEDULE: TRANSITIONAL ARRANGEMENTS
1.

Introduction(1)

No provision of this Charter has effect before the beginning of the Effective Dateunless this Schedule or this Framework Agreement gives it effect (to any extent or for
any purpose) during the Transitional Period. In general terms, this means that theTrust, the Executive Board, Ofcom and the Audience Councils will continue toexercise their respective functions under the 2006 Charter and the 2006 Agreement
until the Effective Date. On that date, the Board and Ofcom will start to exercise theirrespective functions under this Charter and the Framework Agreement.

(2)

The Effective Date is 3rd April 2017.

(3)

The Secretary of State may, with the agreement of the BBC (Executive Board and theTrust) and if appointed, the Chair appointed under this Charter and Ofcom, change
the Effective Date.

(4)

In anticipation of the grant of this Charter, the Framework Agreement also contains
transitional provisions which are relevant to that agreement.

2.

General provision about governance arrangements during the Transitional
Period(1)During the Transitional Period—

(2)

(a)

the Trust and the Executive Board shall continue to have all the functions
provided for in the 2006 Charter and 2006 Agreement with the 2006 Charterand the 2006 Agreement continuing to apply, subject to any provision to thecontrary contained in this Schedule or the Schedule to the Framework
Agreement;(b)

the Board shall have only the functions contained in, or provided for in, thisSchedule or the Schedule to the Framework Agreement;(c)the members of the Trust and the Executive Board, not the members of theBoard, shall be the members of the Corporation; and(d)Ofcom shall continue to have all the functions contained in the 2006 Charterand 2006 Agreement, and any additional or amended functions contained inthis Schedule or the Schedule to the Framework Agreement.

The Trust and the Executive Board, respectively, when considering the exercise inrelation to any matter of any of their respective functions during the Transitional
Period, must give due consideration to the question of whether it should refrain fromdoing so on the grounds that it would be more appropriate for the Board to deal withthe matter in question on or after the Effective Date.

(3)Nevertheless, anything duly done by the Board during the Transitional Period underor by virtue of this Schedule and the Schedule to the Framework Agreement shall betaken to be done for and on behalf of the Corporation.

(4)

The appointments of the Chairman, Vice-Chairman and ordinary members of theTrust, including any designation, shall continue until the beginning of the Effective
Date.

(5)

The appointments of the executive and non-executive members of the Executive
Board shall continue until the beginning of the Effective Date.

(6)

The Trust and the Executive Board are abolished at the beginning of the Effective
Date.

3.

General power to make preparations during the Transitional Period(1)

During the Transitional Period, the Board (providing it comprises at least the Chair)and Ofcom may each do anything (including the exercise of functions) that appears
necessary or expedient in order to be prepared to exercise any of its functions under
the Charter or the Framework Agreement when the Transitional Period ends.

(2)

Sub-paragraph (1) does not apply where any provision of this Charter or the
Framework Agreement shows (expressly or impliedly) that the contrary is intended.

4.

Appointments(1)

Without prejudice to paragraph 3 of this Schedule, all articles relating to appointments
apply during the Transitional Period except as modified in this paragraph.

(2)

The Board may exercise any function in respect of appointments as provided for inthis Charter where the Board consists of at least the Chair.

(3)

Article 31(4) is modified so that the Nomination Committee comprises the Chair
appointed under this Charter, the Director General, and a member of the Trust and a
non-executive member of the Executive Board, both whom have not applied to bemembers of the Board (where possible) and who are selected by the Chair or where
already appointed, two non-executive members of the Board selected by the Chair.

5.

Provision of services and performance measurement(1)

The BBC must continue to provide the UK Public Services in accordance with theconditions contained in any service licence issued under the 2006 Charter and the2006 Agreement until the first operating licence (see Article 46(3)) under this Charteris issued by Ofcom and comes into effect, whether that is on or after the Effective
Date.

6.

Regulatory complaints and appeals(1)

The Executive Board must use its best endeavours to resolve any regulatorycomplaint made to the BBC before the Effective Date.

(2)

Any complaint not resolved by the Effective Date shall be treated as if it had been
made to the Board (according to such complaints procedures as may have been set
by the Board).

(3)

The Trust must use its best endeavours to resolve any regulatory complaint which isappealed, before the Effective Date.

(4)

Where the appeal under sub-paragraph (3) is not resolved by the Effective Date, theappeal proceedings shall cease.

(5)

Where an appeal ceases under sub-paragraph (4), any complaints re-submitted by
the complainant will be considered by Ofcom in accordance with their procedures
applicable at the time the complaint is re-submitted.

(6)

The Trust must provide notice to prospective and actual complainants about thechange to the complaints procedure, including that appeals shall cease if they are notresolved by the Effective Date.

7.

Editorial complaints and appeals(1)

The Executive Board must use its best endeavours to resolve any editorial complaint
made to the BBC before the Effective Date.

(2)

Any complaint not resolved by the Effective Date shall be treated as if it had been
made to the Board (according to such complaints procedures as may have been set
by the Board).

(3)

The Trust must use its best endeavours to resolve any editorial complaint which isappealed to the Trust, before the Effective Date.

(4)

The Trust may delegate to any member of staff of the Trust Unit the making ofdecisions as to whether any appeal qualifies for substantive consideration by theTrust or any committee of the Trust.

(5)

Where the appeal under sub-paragraph (3) is not resolved by the Effective Date, theappeal proceedings shall transfer to Ofcom.

(6)

The Trust must provide notice to prospective and actual complainants about thechange to the complaints procedure, including that appeals shall transfer to Ofcom ifthey are not resolved by the Effective Date.

(7)

Ofcom shall consider the appeal as a complaint about the BBC’s compliance with
Ofcom’s Standards and/or Fairness Codes in accordance with Ofcom’s relevant
procedures.

(8)Ofcom must write to transferred appellants to explain the Codes and procedures theyshall apply.

8.

Ofcom’s Standards Code and party political broadcasts(1)

From 22nd March 2017, the BBC must observe–(a) the standards set in sections 5 and 6 of Ofcom’s Standards Code; and(b) the requirements Ofcom must impose on the BBC under paragraph 5 of Schedule
3 to the Framework Agreement in relation to party political broadcasts andreferendum campaign broadcasts.

(2)

From the same date, Ofcom shall consider complaints about the BBC’s compliancewith the standards and requirements referred to in sub-paragraph (1), in accordancewith Ofcom’s relevant procedures.

(3)

Ofcom’s procedures shall provide that a complaint must normally in the first instancebe resolved by the BBC.

(4)

From the end of 31st December 2016 until the end of 21 st March 2017, the Trust’sfunctions under clause 48(2) and (3) of the 2006 Agreement (party politicalbroadcasts) shall be performed by the Executive Board alone.

(5)

In addition, the Trust shall cease to have the following functions at the end of 31st
December 2016—(a) resolving appeals relating to the application of criteria for allocating party politicaland referendum campaign broadcasts;(b) approving election guidelines prepared by the Executive Board (including any
code adopted by the BBC under section 93 of the Representation of the People Act1983).

9.

BBC complaints procedures(1)

The BBC must set and publish an interim framework for complaints handling by the
Effective Date, having consulted Ofcom so far as the framework relates to relevant
complaints.

(2)

The BBC must set and publish, following consultation with the public, a final
framework for complaints handling within six months of the Effective Date.

10.

Annual report and statement of accounts for year 2016/2017(1)

The BBC must prepare the contents of the annual report and statement of accounts
for the financial year 2016/2017 in accordance with articles 45(3) to (5) and (8) to (10)of the 2006 Charter, subject to the following modifications.

(2)

The report does not need to distinguish between “Part 1” and “Part 2” as set out in
Article 45 of the 2006 Charter,(3)The responsibility for the contents lies with the Board, which must comply with
Articles 37(5) to (7) of this Charter.

(4)

The Board may base the report on information provided by the Trust, the Executive
Board and the Audience Councils.

(5)

The Trust, Executive Board and Audience Councils must provide the information
under sub-paragraph (4) to the Board.

(6)

The BBC is not required to produce any additional annual report and statement ofaccounts for the year 2016/2017, other than the one provided for in this paragraph.

11.

BBC budget for 2017/2018(1)

The Executive Board is responsible for setting the budget for the UK Public Services
and the World Service for the financial year commencing on 1 April 2017.

(2)

The Executive Board must set the budget for 2017/2018 before the Effective Date.

(3)

The BBC Trust is not required to approve the budget for 2017/2018.

(4)

The Board must consider the budget for 2017/2018 and adopt or modify it within
three months from the Effective Date.

12.

Annual plan for 2017/2018(1)

Article 36 of this Charter is modified as follows.

(2)

The Board must prepare and publish an interim annual plan for the financial year
commencing on 1 April 2017 by 3 July 2017 which must include the requirements inarticle 36(2) in so far as it is possible for the BBC to meet them.

(3)

The Board must publish a final plan within three months of Ofcom issuing the final
version of the Operating Framework or the final version of the first operating licence,
whichever is later (see articles 46(2) and (3) of the Charter).

13.

Information sharing
The Executive Board and the Trust will work with Ofcom to seek to ensure that
Ofcom can (where appropriate) have access to information relevant to the exercise of
Ofcom’s functions, subject to compliance with the general law, including the Data
Protection Act 1998.

14.

General savings(1)

Except where the contrary intention is provided for in this Schedule or the Scheduleto the Framework Agreement, where any matter is on-going and not resolved by the
Effective Date, the provisions in this Charter and the Framework Agreement will apply

(2)Except where this Schedule or the Schedule to the Framework Agreement provides
otherwise, any existing BBC policies, regulations, and procedures continue to haveeffect until replaced by the Board on or after the Effective Date.

(3)

The Board will seek to make any replacement under sub-paragraph (2) in a timely
Manner so as to ensure compliance with their obligations under this Charter and the
Framework Agreement.

15.

Interpretation
In this Schedule—“The 2006 Agreement” means the agreement made on 30th June 2006 between the
Secretary of State and the BBC (as subsequently amended), containing provision
relating to the BBC and its services;“The 2006 Charter” means the Royal Charter for the continuance of the BBC for theperiod ending on 31st December 2016;“The Board” means the Board of the BBC established under article 19 of this Charter;“The Executive Board” means the Executive Board of the BBC established underarticle 7 of the 2006 Charter;“The Framework Agreement” means an agreement dated 7 November 2016 which
was made in anticipation of the grant of this Charter, in accordance with article 53;“The Transitional Period” means the period between the day after the day on which
this Charter is granted (see articles 2(2) and 72) and the end of the day before the“Effective Date”;“The Trust” means the BBC Trust established under article 7 of the 2006 Charter.