Meeting of the BBC Board
MINUTES8 December 2022
BBC Broadcasting House, London
ITEMS OF BUSINESS
1. Apologies and Conflicts of Interest
2. Chairman’s Introduction
3. Minutes and Matters Arising
4. Board Business and Reports
5. iPlayer Update
6. Executive and Director-General’s Report
7. Budget Update
8. Thematic Review of BBC Coverage of Taxation and Public Spending
9. Working at the BBC: Culture Change
10. AOB

1ATTENDANCE
Present•

Richard SharpChairman•

Tim Davie

Director-General•

Shumeet BanerjiNon-executive director•

Damon Buffini

Non-executive director•

Shirley Garrood

Non-executive director•

Robbie Gibb

Non-executive director•

Muriel Gray

Non-executive director•

Ian Hargreaves

Non-executive director•

Charlotte Moore

Chief Content Officer•

Nicholas Serota

Non-executive director•

Elan Closs Stephens

Non-executive director•

Leigh Tavaziva

Group Chief Operating Officer•

Deborah Turness

CEO, News and Current Affairs

Apologies: NoneWith•

Phil Harrold

Company Secretary•

Jo Clarke

Secretary to the Board•

David Jordan

Director, Editorial Policy and Standards (items 4 and 8)•Peter Johnston

Director, Serota Review Project (items 4 and 8)•Gautam Rangarajan

Director, Strategy (items 4 onward)•

Storm Fagan

Chief Product Officer (item 5)•Dan McGolpin

Director, iPlayer and Channels (item 5)•

Clare Sumner

Director, Policy (item 6)•Tom Fussell

CEO, BBC Studios (item 7)•Alan Dickson

Chief Financial Officer (item 7)•Shirley CameronGroup Financial Controller (item 7)•Lorraine Burgess

CFO, BBC Studios (item 7)

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BOARD MINUTES 8 DECEMBER 2022

1.

Apologies and Conflicts of Interest

1.1

There were no apologies for this meeting.

1.2

There were no conflicts of interest declared.

2

Chairman’s Introduction2.1

The Chairman opened the meeting by summarising the items for discussion. Given theimportance of financial management, particularly during this inflationary period, anupdate on the budget was coming for consideration by the Board. Other key items
included the Thematic Review on BBC Coverage of Taxation and Public Spending, which
the Editorial Guidelines and Standards Committee had approved for submission to theBoard following its meeting on 29 November. A presentation on the performance of,and plans for, BBC iPlayer had also been scheduled for the meeting.

3.

Minutes and Matters Arising

3.1

The minutes from the 26 and 27 October Board meetings were approved.

3.2

The Board noted the Matters Arising paper. Directors discussed the upcoming annual
Board Evaluation Review and agreed that it should include a section on the balance ofBoard responsibilities across executive and non-executive functions.

3.3

The Board approved the commercial dividend guidance, subject to a minor amendment.

4.

Board Business and Reports

Commercial Board
4.1

The Board noted a report on the most recent meeting of the Commercial Board, which
had been circulated in advance. The Commercial Board had met on Monday 21
November in London; due to a railway strike, the original plan to meet at BBC Studios’
Bristol offices had been postponed.

3Composition of the Commercial Board and Non-executive Appointments
4.2

The Board considered a proposal from the Commercial Board which requested approval
for a change to its composition and the appointment of three new non-executivedirectors.

4.3

The Board approved the change of composition of Commercial Board as of 1 April 2023,
resulting in a maximum of up to eleven directors, comprising:▪ BBC Studios CEO▪ BBC Studios CFO▪ BBC group COO▪ Two BBC Board non-executive directors - one who shall Chair the Commercial Board▪ Up to six independent non-executives

4.4

The Board approved Commercial Board’s preferred candidates, Ian Griffiths, ClaireHungate and Gary Newman, who had been nominated for appointment by the BBC’s
Nominations Committee, to be appointed to BBC Commercial Limited (the ‘CommercialBoard’) as non-executive directors for three-year terms, with the potential to beextended by a further term.

4.5

The Board approved Ian Griffiths as a standing attendee of the BBC’s Audit and RiskCommittee from 1 April 2023, and that his Commercial Board fee should reflect thisresponsibility.

4.6

The Board noted that revised terms of reference for the Commercial Board would cometo a future meeting of the Board and that the Remuneration Committee would makerecommendations in respect of Commercial Board director fees in due course.

Audit and Risk Committee
4.6

The Board noted a report on recent Audit and Risk Committee meetings, which had been
circulated in advance.

4.7

The Chair of the Audit and Risk Committee reported on its most recent meeting, which
had taken place the day before. The Committee had approved the NAO’s audit plan forthe year, which included work on the licence fee trust statement. The Committee
considered the risk and compliance report, including an update on mandatory training
compliance and an update on the response to cyber security threats and resilience
testing was also discussed. The Committee had also been briefed on plans being put

in place to manage data at a pan-BBC level. The review of critical projects had been
considered and the Committee was pleased to note that the E20 project was ontarget and that a number of critical projects would be baselined by the nextCommittee. The Committee noted a divisional review of safeguarding, which had also

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been undertaken by a number of independent production companies. The Board agreed
that reporting on safeguarding assurance should be included in the Board’s quarterly
performance report.
Remuneration Committee
4.8

The Chair of the Remuneration Committee reported on its most recent meeting. PwC
had been appointed as the external advisers to the Committee, following a recruitment
process as agreed at the last meeting; the new adviser had joined the meeting. TheCommittee had discussed the quarterly management report, which had included plans
for the management of headcount levels, along with reporting on, and analysis of, thecurrent pay gap levels. A report on executive pay and its benchmarking against themarket had also been discussed. The Committee had also considered a paper thatprovided the findings of an external market review of non-executive director fees for theCommercial Board and recommendations arising from it would go forward to theNominations Committee.

Scotland Committee
4.9The Chair of the Scotland Committee reported on its most recent meeting. TheCommittee had reviewed the report from the Director, Scotland and discussed theupdate on recent ECU rulings on impartiality relating to BBC Scotland. BBC Scotland
audience performance had been discussed, with the focus on audience data for BBC Alba
and the BBC Scotland channel. The Committee had also received a briefing on licencefee collection strategy in Scotland.

Editorial Guidelines and Standards Committee
4.10

The Chair of the Editorial Guidelines and Standards Committee reported on its mostrecent meeting. The Committee had been joined by Sir Andrew Dilnot and Michael
Blastland, co-chairs of the Thematic review on BBC coverage of taxation and public
spending for a discussion on the resulting report. The Committee had approved thesubmission of the report to this meeting of the Board and recommended its acceptance.
The Committee had also discussed and proposed recommendations to the Board for two
further thematic reviews next year, which would be discussed later in the meeting. A
discussion on editorial risk had also taken place, and the Committee had requested
some additional resource to help with researching key facts.

The Implementation of the Serota Review and Impartiality Plan
4.11

The Editorial Guidelines and Standards Committee had reviewed the implementation ofthe Serota Review and Impartiality Plan at its previous two meetings and presented thefinal implementation report to the Board.

54.12The Board noted the report and the completion of all actions resulting from the Serota
Review.

Nominations Committee: Deputy Chair of the BBC
4.13

Nominations Committee had submitted a recommendation to the Board which proposed
the creation of an honorary title of Deputy Chair, as an additional title for the Chair ofthe BBC Commercial Board, in order to reflect the integral part that BBC Commercial
plays in the overall success of the Corporation.

4.14

The Board approved the proposal to create an honorary title of Deputy Chair of the BBC,to be held ex officio by the Chair of the Commercial Board. Therefore, as current Chairof the Commercial Board, the Board approved Damon Buffini as the Deputy Chair of theBBC Board.

Strategic Risk Management
4.15

The BBC had requested Deloitte to conduct a review to evaluate how the BBC Board,
BBC’s Audit and Risk Committee (ARC), BBC Commercial Board (where relevant) andBBC Executive Committee (ExCo) provided oversight over strategic and commercial
risks and critical projects of strategic relevance. The Board considered a paper settingout recommendations arising from the review.

4.17

The Board approved the recommendations set out in the paper.

5.

iPlayer

5.1

The Board received a presentation on the performance of and plans for BBC iPlayer. The
Board discussed the audience performance data on the use of iPlayer by different age
groups, the product development strategy and other key opportunity areas.

5.2

The Board noted the presentation and agreed that iPlayer updates should come to theBoard on a quarterly basis.

6.

Executive and Director-General’s Report

6.1

The Director-General opened his session by briefing the Board on recent stakeholder
engagement activity.

6.2

A strong autumn and winter programme schedule, with the return of Strictly and dramas
such as SAS Rogue Heroes had seen audiences numbers pick up from the summer.
Coverage of The World Cup had also contributed; the England v Iran game had streamed6

8 million times, helping drive iPlayer account numbers to record levels with 23.8m
signed-in users as of last week.
6.3

The Board noted an update on News and Current Affairs. The CEO News and Current
Affairs, Deborah Turness briefed the Board on an all staff meeting in News where thenew strategy for the division had been communicated. John McAndrew had been
appointed as Head of Programmes.

6.4

Two new appointments had been announced: Alice MacAndrew had been appointed as
Head of Corporate Affairs and a member of the Executive Committee, and Simon Webb
was to be the BBC’s first Head of Classical Music and Choirs. An update on plans for theBBC’s classical music output would come to the next meeting.

6.5

The Chief Operating Officer provided a report on financial and operational issues. Thismonth’s finance report included the October year to date position and an updated fullyear forecast for the public service, BBC Studios and Studioworks. A full Budget update
would be discussed later in the meeting. The NAO’s Value for Money study ‘BBC Digital’
would be published on 14 December and a Public Accounts Committee evidence session
had been scheduled for 12 January. A broadcast resilience issue had occurred whenaudiences experienced difficulties trying to access the online live coverage during theinitial part of the England v Iran game. The Board noted an update on staff securityoverseas.

6.6

The Board noted that the licence with PPL was being re-negotiated and would requireapproval before the end of the year. The Board approved a delegation to the Financial
Approvals Committee, which consisted of the Chairman, Shirley Garrood and Leigh
Tavaziva. Nick Serota, Senior Independent Director would also join the Committee on
this occasion.

6.7

The Director-General and Executive Report was noted.

Half Yearly Performance Report
6.8

The Board noted and discussed the half yearly review of divisional performance against
objectives and the actions arising from it.

Ofcom Annual Report
6.9

The Board noted and discussed Ofcom’s Annual Report on the BBC and received anupdate on other regulatory matters.

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7.

Budget Update

7.1

The Board received an update on progress made with the Budget for 2023/24. It
included the key sensitivities being considered and mitigations being implemented.

7.2

The Board agreed that it would be useful to include a range of possible scenarios forlicence fee income during the period in the January update to the Board.

Commercial Long Range Plan
7.3

The Board noted and discussed the emerging commercial long range plan. The plan
would return to the Board later in the year, subsequent to its approval at CommercialBoard.

Credit Assessment Report to UKGI
7.4

The Board noted a paper which set out the first report to UKGI as part of theirmonitoring arrangements of the BBC’s commercial borrowing. The report would besubmitted to Government each quarter, following approval by the Commercial Board. It
would be provided to the main Board for information.

8Thematic Review of the BBC’s Coverage of Public Spending and Taxation

8.1

The Board considered the final report by Michael Blastland and Sir Andrew Dilnot on theThematic Review of Taxation, Public Expenditure, Government Borrowing andGovernment Debt which they were invited by the Board to undertake earlier this year.
Attached to the report was an appendix explaining the methodological approaches
along with the list of external interviewees, the commissioned audience research and theoriginal terms of reference.

8.2

The Board welcomed the report and thanked Michael Blastland and Sir Andrew Dilnot,
its co-chairs, for their work in producing a wide-ranging and insightful report, which set
out areas for improvement with clarity and contributed to the understanding ofimpartiality in these issues, across the BBC’s output.

8.3

The Board approved the report and draft response for publication, which would takeplace in the New Year.

8.4

The Board requested that the Director-General and Executive provide an action plan toaddress the report’s findings for discussion at the Editorial Guidelines and Standards
Committee, which would return to the Board for endorsement.

88.5

The Board also requested that the Editorial Guidelines and Standards Committee
consider the lessons learned from the process of the review for application in the next
thematic reviews to ensure they were as timely and effective as possible.

Further Thematic Reviews
8.6

The Board discussed recommendations from the Editorial Guidelines and Standards
Committee regarding the approach to the thematic reviews for 2023.

8.7

The Board agreed the recommendations as follows:•Work should begin on two new thematic reviews in the New Year.

•That EGSC consider proposals for authors and terms of reference for the first review
ahead of approval by the Board.

•A scoping exercise should be undertaken of the second review before approving theapproach.

•That lessons learned from the first thematic review are incorporated into themethodologies for future reviews.

9Working At the BBC: Culture Change

9.1This item was postponed until the January meeting of the Board.

10.

AOB

10.1

There was no other business.

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