Trust assessment of 'Canvas' proposals – Revised governance and cost information About Arqiva Arqiva has its headquarters in Hampshire, with other major UK offices in Warwick, London, Buckinghamshire and Yorkshire. It now has 9 international satellite teleports, over 70 other manned locations, and around 9000 shared radio sites throughout the UK and Ireland including masts, towers and rooftops from under 30 to over 300 metres tall. The company is owned by a consortium of long-term investors led by Macquarie Communications Infrastructure Group and has 3 operating divisions: Terrestrial Broadcast, Satellite & Media and Wireless Access. Arqiva is technology- and service-neutral and operates at the heart of the broadcast and mobile communications industry. We are at the forefront of network solutions and services in an increasingly digital world. The company provides much of the infrastructure behind television, radio and wireless communications in the UK and has a growing presence in Ireland, mainland Europe and the USA. Arqiva is a founder member of Freeview (Arqiva broadcasts all 6 Freeview multiplexes and is the licensed operator of 2 of them) and was a key launch technology partner for Freesat. Arqiva is also the licensed operator of the Digital One national commercial DAB multiplex. Alongside the BBC, Arqiva’s Spectrum Planning Group plays a critical role in planning Digital Switch Over (DSO). In addition for broadcasters, media companies and corporate enterprises Arqiva provides end-to-end capability ranging from – • outside broadcasts (10 trucks including HD, used for such popular programmes as Antiques Roadshow, Question Time, Proms in the Park, a wide range of sporting events and the IIFA Awards 2007 “BollyWood Oscars” watched by 2 billion people worldwide); • satellite newsgathering (30 international broadcast SNG trucks); • 10 TV studios; • spectrum for Programme-Making & Special Events (PMSE) through subsidiary JFMG; • playout (capacity to play out over 70 channels including HD); to • satellite distribution (over 1200 services delivered). In the communications sector the company supports cellular, wireless broadband, video, voice and data solutions for the mobile phone, public safety, public sector, public space and transport markets. Major customers include the BBC, ITV, Channel 4, Five, BSkyB, Classic FM, the five UK mobile operators, Viacom, Turner Broadcasting, Metropolitan Police and RNLI. - 1 - Arqiva welcomes the Executive’s revised governance model and supports, in principle, the proposed changes to the governance structure and admission criteria. However there are some issues where additional clarity is required: 1. Admission criteria Arqiva supports the proposed opening up of membership of the company to a wider range of shareholders than public service broadcasters and internet service providers. Arqiva also supports all shareholders taking an equal shareholding, with all shares in a single class, and consequently equal liabilities, including funding contributions, from each. A requirement that the shares of a shareholder which is exiting (for whatever reason) be offered to remaining shareholders pro rata is then a logical consequence of that. Arqiva also supports objective admission criteria being established but there are limited details provided and, on the assumption that it is proposed that the current members of the JV determine these, we expect that those criteria when finalised will be subject to the approval of the Trust and Ofcom. The particular requirement for each shareholder to promote the Venture in its more general marketing activities may introduce complexity to the associated costs for admission of new members. We note the proposal that the board continually assess the ongoing alignment of shareholders with the criteria which they satisfied on application, but it isn’t clear what the legal means of expulsion would be or what the right of appeal might be. 2. Limiting the number of shareholders Arqiva also agrees that there should be a means of limiting the number of shareholders so as not to undermine operational efficiency or viability, but there is a risk of creating the appearance of a backdoor means of blocking a potential new shareholder, even if it satisfies the admission criteria. To mitigate this Arqiva suggests that there should be a route of appeal whereby the board’s assessment of the effect on operational efficiency or viability should an application be approved be subject to external scrutiny by Ofcom. To the extent that the board’s assessment is confirmed, and a shareholder is subsequently expelled or (after the initial 4 year period) voluntarily exits, then the company should automatically restart the application process for those applicants not considered because the shareholder limit had been reached. - 2 - 3. [TEXT REDACTED] There is a real risk that the next generation of audiovisual access technology, the seamless incorporation of broadband functionality into television receivers, could remain the province of a relatively small number of early (principally pay TV) adopters for many years. Canvas should make this development an easy upgrade for the many, in the process underpinning the UK's position at the forefront of convergence in Europe. The BBC, with its unique position as a trusted guide to new technology, and as the producer and commissioner of the majority of high quality UK-originated content, should rightly be in the driving seat of this initiative. But Canvas will have the widest and fastest impact if partners are genuinely able to contribute towards the development of Canvas's strategic direction. That will require clarity over the above points. Arqiva looks forward to continuing to work with the BBC Executive in working towards the consumer launch of Canvas. - 3 - Audience Council Northern Ireland Project Canvas Submission to BBC Trust in Response to Additional Information August 2009 The Audience Council Northern Ireland has been actively involved in the BBC Trust consultation on the Project Canvas IPTV proposals. It has already responded to the first phase of public consultation on behalf of local audiences. At this stage its advice to the Trust recognised the potential of Project Canvas to provide key audience benefits, particularly through the availability of programmes on demand through the television. However, the Audience Council also expressed some caution, particularly in areas of importance to the audience where it believed that more detailed information was required. The Audience Council therefore welcomes the provision of additional information from the BBC Executive, in response to a request from the BBC Trust. It has scrutinised this carefully on behalf of audiences and makes the following additional points in advice to the Trust : The Audience Council is concerned above all that the service and retail offering of Project Canvas will be distinctive and meet audience needs, and that this can be sustained over time. The Council notes that a number of devices offering some of the proposed benefits of Project Canvas are planned or already on the market. For instance, it understands that Freeview manufacturers have announced an intention to integrate IPTV with Freeview under the next set of Freeview standards. The Audience Council recognises the need to evolve the Freeview offering, providing parity with pay TV and thus securing the future of subscription free Digital Terrestrial Television in the UK. However, it is important that Project Canvas, if approved, provides a distinctive offering to consumers and that licence fee payers’ money is not spent on something which would be provided in the marketplace anyway. The Audience Council asks the BBC Trust to ensure that the offering is distinctive and will provide value for money for licence fee payers. If the offering is not sufficiently distinctive and beneficial to audiences it would be better to invest in developing existing services, such as the iPlayer. The Audience Council notes the appetite for more content which is available for longer periods through the iPlayer. 1 It is important that consumers are not obliged to buy new set top boxes too frequently. The Audience Council notes that consumers will not at launch have a choice between a Freeview and Freesat set top box as Freesat is subject to a different approvals process. In its submission to the first stage of consultation the Audience Council noted that the £200 cost of a set top box was likely to be prohibitive for some sections of the population. This continues to be an issue which will affect the take up of Project Canvas, if approved. The Audience Council asks the Trust to ensure that the proposition, is approved, offers value for money and appeals to a sufficiently wide customer base. The Audience Council has expressed some caution about the lack of information in the original proposal with regard to certain areas of interest. It therefore welcomes further information on key aspects of the offering including quality of broadcast, usability, future proofing/digital switchover timescales, streaming and support. The Council noted particular interest in the electronic programme guide, accessibility and parental controls in engagement with audiences for the first phase of consultation. It welcomes the further information which the Executive has provided and which indicates that there is due consideration of all of these areas at an early stage in the planning process. It is especially pleased to note that the electronic programme