64 Annual Report and Accounts 2019/20 SECTION B Accountability Report This section sets out governance arrangements and the lines of accountability to ensure delivery of our objectives and duties. SECTION B | Accountability Report 65 9. Governance Chair’s Governance Overview The top priorities identified for the Board over the 12 month period following the review were On behalf of the Ofcom Board, I am pleased greater Board cohesion, improved agenda to introduce the Corporate Governance Report management, greater external engagement, for the period 1 April 2019 to 31 March 2020. more focus on the organisational structure and Corporate Governance continues to be a high people priorities and greater engagement with priority in Ofcom and goes beyond adherence the Executive. to a set of prescribed rules and guidelines. It is intrinsic to the way we are run and sets the tone A series of actions have been taken across all of for the organisation. these areas and a further externally facilitated evaluation was conducted in March 2020, which This year we have established and embedded a has enabled the Board to track improvements and well-structured Corporate Governance Framework changes year on year. and we are constantly seeking to develop our practices to ensure that we remain at the In addition, we have undertaken a full review forefront of governance best practice and are of Ofcom’s corporate governance arrangements well placed to anticipate the ever-evolving including where our approach can be informed by communications sectors we regulate. The tone the UK Corporate Governance Code (the “Code”) is set from the top and, as a Board, we set the with respect to business and corporate practices, strategic direction and risk appetite, and provide matters reserved to the Board, our Financial oversight and control of management in the day- Authorities Framework and terms of reference to-day running of the organisation. for each of our Board Committees. While Ofcom is not subject to the Code, we have looked to see As Chair, it is my job to ensure that adequate if any of the principles and provisions set out in time is set aside at Board meetings for open and the Code may inform our approach, as a matter of challenging discussions of significant issues and, best practice. in particular, on our strategic priorities. We have also established a new People The next few pages detail how Ofcom approaches Committee (in place of our Remuneration governance, including the operation of the Committee and Nomination Committee) which Board and Board Committees. In April 2019, has enabled us to provide a broader people and we carried out an externally facilitated formal culture oversight role, as recommended by the evaluation of the Board and Board Committees’ Chartered Institute of Personnel Development effectiveness. Our review established that (CIPD) in their guidance on the future role of Ofcom’s governance arrangements are working Remuneration Committees published in January well, with the structure of Board packs, 2019. This also ensures we have the correct management of meetings, focus of meetings and focus on our talent development and succession the Board’s oversight of stakeholder, strategic planning which are essential components of a and operational issues having been rated highly. well governed organisation. 66 Annual Report and Accounts 2019/20 “ Our key priority is clear: to create long term sustainable value in all that we do for consumers and to excel in serving our other stakeholders. The Board’s role is to set Ofcom’s strategic aims, provide the right leadership to achieve these and ensure consistent delivery by monitoring performance against these strategic aims.” Lord Burns I am committed to keeping these matters at the forefront of our agenda, with regular updates to 2019/20 was a significant year for the Board as we work to develop a strong talent Ofcom and the Ofcom Board. I am pipeline for the future. pleased with the progress we have made in delivering a number of our Over the past year, we have developed the key objectives, including: composition of the Board and, as new Members are appointed to the Board, we will be seeking • July 2019 – the publication of measures to improve the diversity on our Board. David to ensure Public Service Broadcasters Jones was appointed as our first Board Member continue to deliver high quality content to for Wales in April 2019 and we are currently listeners and viewers; working with colleagues in the Northern Ireland • October 2019 – the publication of our plans Assembly and the Department for Digital, Culture, to release crucial airwaves to meet the Media and Sport (DCMS) on the appointment of a growing demand for mobile broadband and new Board Member for Northern Ireland. support the roll-out of 5G; We have also seen a change of Chief Executive • December 2019 – the implementation of during the reporting period, with Jonathan new rules to improve mobile coverage to Oxley having taken over as Chief Executive on make broadband switching easier; an interim basis from Sharon White in late November 2019. We are deeply grateful to Sharon • January 2020 – the publication of our for all that she has done in developing Ofcom’s Fixed Telecoms Access Review, while progressive approach and real sense of direction. also continuing to strengthen consumer Sharon’s contribution is also recognised by her rights with our Fairness for Consumers well-deserved award of a damehood in this year’s publication. New Year’s Honours list. We are also grateful to Jonathan for the stability he gave to Ofcom as Throughout the year, we have also supported interim Chief Executive pending Dame Melanie the communications sector in its Dawes joining us as our new Chief Executive preparedness for Brexit. in early March 2020. The Board will continue to support Ofcom’s leadership and colleagues over the coming year. I am confident that Melanie will ensure Ofcom continues to support a thriving communications sector, putting the consumer interest at the heart of Ofcom’s work. Lord Burns Ofcom Board Chair 3 July 2020 SECTION B | Accountability Report 67 10. Our Board We recognise that the current balance of the Board is not representative of a diverse UK population. We are working with DCMS to align future recruitment with our strategic commitment to be a diverse, inclusive and equal organisation. Having a Board that is representative of the different perspectives within our society will allow us to make the best decisions for all UK citizens and consumers. We are constantly looking for new ways to extend our reach so that we can attract applicants from a diverse range of backgrounds. We recognise that our Boards, Committees and Panels need to reflect the diversity of UK society and we have taken and will continue to take positive steps to address this. Board Diversity The diversity of our Board at the close of the Tenure in role reporting period ending 31 March 2020 was as follows: 20% Gender 70% 30% Male Female 17% 63% Ethnicity 100% White Ethnic Under 3 years 3-5 years 5+ years 0% Minority Ethnic n n n Board Appointments The Chair and Non-Executive Members of the Executive Members of the Board are appointed Board are appointed by the Secretary of State by the Chair and the Non-Executive Members, for Digital, Culture, Media & Sport (DCMS), for with the Chief Executive’s appointment requiring periods of four years. The Scotland Member and approval by the Secretary of State for DCMS. the Wales Member are appointed by Scottish Members’ roles and responsibilities are set Ministers and the Welsh Ministers respectively, out in a Corporate Governance Framework following consultation with the Secretary of and Members’ Code of Conduct1. A Register of State for DCMS. Members’ Interests2 is also maintained. 1 https://www.ofcom.org.uk/__data/assets/pdf_file/0019/55045/members_code_of_conduct.pdf 2 https://www.ofcom.org.uk/about-ofcom/how-ofcom-is-run/register-disclosable-interests 68 Annual Report and Accounts 2019/20 Lord Burns, GCB Chair and Non-Executive Board Member Lord Burns is a Senior Adviser to Banco Santander SA, Chairman of the Young Classical Artists Trust and Vice Chairman of the Hay Festival of Literature and the Arts Ltd. In addition, Lord Burns is Chairman of the Welsh Government’s South East Wales Transport Commission, Chairman of the Mid Wales Music Trust and Vice President of the Royal Academy of Music. He is a former Chief Economic Advisor and Permanent Secretary Appointment to HM Treasury, Chairman of Santander UK plc, Chairman of Channel Four Appointed as Chair of the Television, Chairman of Marks and Spencer plc and Chairman of Welsh Ofcom Board on Water and was an Independent Adviser to the Secretary of State on the 1 January 2018 BBC Charter Review. Tenure 2 years Membership P Maggie Carver Deputy Chair and Non-Executive Board Member Maggie is Chair of the Racecourse Association and a Director of the British Horseracing Authority. She has extensive experience as a non- executive director on the boards of 18 companies, public, private and not-for-profit. These include chairing news and programme provider ITN, multiplex operator SDN, and the British Board of Film Classification, as well as being a director on the boards of Channel 5 Television, RDF Media Appointment plc, Satellite Information Services, armed forces broadcaster BFBS, and Appointed to the Ofcom British Waterways. Maggie’s executive career was in investment banking, Board as Deputy Chair on television production, broadcasting and retail. 30 September 2018 Tenure 1 year Membership P R Key to Board and Committee Membership People Committee P Content Board C Election Committee E Risk & Audit Committee R SECTION B | Accountability Report 69 Dr Angela Dean Non-Executive Board Member & Chair of the Board Risk & Audit Committee Angela is currently Chair of International House Trust, a member of Council of King’s College London, and a trustee of York Museums Trust.