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Corporate governance: the British Library Board

Operation

The British Library Act 1972 places the British Library under the control and management of the British Library Board, the duty of which is to manage the Library as a national centre for reference, study and bibliographical and other information services, in relation both to scientific and technological matters and to the humanities. The Act also requires the Board to make the Library's services available to the public in particular to institutions of education and learning, other libraries and industry.

The Chairman and members of the Board are all appointed by the Secretary of State for Culture, Media and Sport, with the exception of one member who is appointed by HM The Queen. One member of the Board is appointed after consultation with Scottish Ministers. All Ministerial appointments to the British Library Board are subject to the Code of Practice of the Commissioner for Public Appointments. Members are normally appointed for four-year terms, and appointments are restricted to two terms. Members conform to a Code of Practice for Members of the British Library Board derived from the Cabinet Office model Code. The Board Secretary ensures that new Board members receive appropriate induction training upon appointment. New members attend the National School of Government's Training for Board Members of Non-Departmental Public Bodies and also an induction programme covering all aspects of the Library's operations. Board members also receive regular updates on changes and developments in the Library and its operating environment.

There is a clear division of responsibility between the Chairman and the Chief Executive. The Chairman is responsible for the leadership of the Board, ensuring its effectiveness on all aspects of its role. He facilitates both the contribution of the Board members and constructive relations between the Board and the Executive. He represents the Library to its external stakeholders at the highest levels. The Chief Executive has responsibility for the overall organisation, management, and staffing of the Library, for the formulation of strategy, and for the successful delivery of results. As Accounting Officer she is responsible for its procedures and controls in financial and other matters.

Members of the Board have corporate responsibility for ensuring that the British Library complies with any statutory or administrative requirements for the use of public funds and ensuring that high standards of corporate governance are observed at all times. The Board establishes the overall strategic direction of the organisation. It approves the Library's annual Corporate Business Plan and its Annual Budget. It also oversees the delivery of planned results by monitoring performance against agreed strategic objectives and targets.

The Board meets six times during the year, and one of those meetings each year is substantially devoted to the development of strategy. Library Directors are normally present during Board meetings. Board members are provided with appropriate and timely information to enable them, to discharge their duties effectively. Board papers are distributed one week in advance of the relevant meeting to allow members fully to prepare for meetings.

The Board has delegated certain responsibilities to a number of committees. The standing committees of the Board are: the Board Audit Committee; the Remuneration Committee, the Capital Projects Committee, and, since March 2007, the Investment Committee. The minutes of the meetings of the Board Audit Committee, the Capital Projects Committee, and the Investment Committee are made available to all the Members of the Board on a timely basis. The terms of reference for the Board Committees are available on our website at http://www.bl.uk/about/annual/pdf/subcs0701.pdf.

A Register of Interests of Members of the Board is maintained and is reviewed by the Board Audit Committee. On specific issues where there may be a potential conflict of interest, Members are required to declare their interest and withdraw from the meeting. The register will be made available for inspection on application to the Secretary of the Board who can also provide copies on request.

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Membership during 2006-07

Chairman

Sir Colin Lucas D.Phil FRHistS [From 1 September 2006. Sir Colin's term of appointment expires on 31 August 2010.]

The Rt Hon Lord Eatwell of Stratton St Margaret MA PhD [Lord Eatwell completed his term of appointment on 31 August 2006.]

Members

Sir Henry Boyd-Carpenter KCVO MA (Deputy Chairman) (formerly Senior Partner, Farrer and Co.) was appointed to the Board by HM The Queen. He chairs the Board Audit Committee and acts as a confidential avenue for staff who may wish to raise issues of concern about impropriety. [Sir Henry's second, four-year, term expires on 29 September 2007.]

Lynne Brindley MA FCLIP FRSA (Chief Executive, The British Library)

Robin S Broadhurst CBE FRICS (formerly European Chairman of Jones Lang LaSalle) brings to the Board his high level of expertise in the area of property development and estates management. [Mr Broadhurst's first, four-year term of appointment expires on 31 December 2007.]

Professor Robert G Burgess PhD AcSS (Vice Chancellor, University of Leicester) was appointed to the British Library Board for his knowledge and experience of higher education and university affairs and his academic background in the social sciences. [Professor Burgess's second, four-year term of appointment expires on 19 December 2010.]

Sheila Forbes CBE (Non-Executive Director, Tribal Group plc and OCS Group Ltd) contributes to the work of the Board on the basis of her experience in the area of human resources and the management of culture change. She chairs the Remuneration Committee. [Ms Forbes' second, four-year term of appointment expires on 19 January 2011.]

Duncan Lewis MA (Senior Advisor, Telecommunications, Media and Technology, The Carlyle Group) was appointed to the Board for his experience in the information and communications technology field. [Mr Lewis completed his term of appointment on 25 June 2006.]

Sir Colin Lucas D.Phil FRHistS (Warden of Rhodes House, and formerly Vice-Chancellor, University of Oxford) is a senior humanities academic who contributes to the Board his experience of leadership and management in a university environment. [Sir Colin was appointed Chairman of the Board on 1 September 2006.]

Eileen Mackay CB FRSE (Formerly Non-Executive Director, The Royal Bank of Scotland Group and previously principal finance officer at the Scottish Office) brings to the Board her financial and public administration experience. She was appointed after consultation with Scottish ministers. She chairs the Capital Projects Committee. [Ms Mackay's first, four-year term of appointment expires on 16 July 2007.]

Simon Olswang BA Econ, Solicitor, Attorney at Law (California) (formerly Chairman, Olswang) brings to the Board his legal/commercial expertise in the field of intellectual property rights (IPR). [Mr Olswang's second, four-year, term of appointment expires on 31 March 2008.]

Dr Gareth W Roberts BSc PhD MBA FRSA (CEO NovaThera Ltd, Director, NovaThera Asia Ltd, Director, IsoHelix Ltd and Partner, Opine Consultancy) was appointed for his background and experience in the UK biotechnology industry, one of the key R&D-based sectors served by the Library. [Dr Roberts' first, four-year term of appointment expires on 31 December 2007.]

Secretary to the Board

Andrew Stephens BSc (Hons). Head, Corporate Secretariat

British Library Board Audit Committee

The Board Audit Committee comprises at least three non-executive members of the Board, one of whom acts as Chair of the Committee. The current members are:

Sir Henry Boyd-Carpenter (Chair)
Eileen Mackay
Gareth Roberts

The Board Audit Committee has written terms of reference that are available on our website and it meets at least three times a year to review the internal audit plan, progress against that plan, and the summary findings of the internal and external auditors. During 2006/07, the Board Audit Committee met four times to discharge its responsibilities. The Committee's purview extends to all the operations within the British Library, including the preparation of the Library's financial accounts and its systems of internal control and risk assessment and management. By invitation, the Chief Executive and the Director of Finance and Corporate Services attend the meetings together with, when appropriate, other executive directors and further executives of the Library. The Board Audit Committee also meets the Internal Auditors and the External Auditors without members of the Executive present.

Remuneration Committee

The Remuneration Committee comprises at least three non-executive members of the Board, one of whom acts as Chair of the Committee. The current members are:

Sheila Forbes (Chair)
Professor Bob Burgess
Sir Colin Lucas

The Remuneration Committee has as its main task consideration annually of the performance of the Chief Executive, the Executive Team and certain other senior staff and determination of their remuneration levels. The Remuneration Committee has written terms of reference that are available on our website. Further details of the work of the Committee are given in the Remuneration Report in the Accounts section.

Capital Projects Committee

At its meeting in May 2005 the Board agreed to establish a limited-life Capital Projects Committee. The Committee has written terms of reference that are available on our website. The Committee comprises at least two non-executive members of the Board, one of whom acts as Chair of the Committee, and the Chief Executive. The current members are:

Eileen Mackay (Chair)
Lynne Brindley
Robin Broadhurst
Paul Goffin (Director of Estates, University of Leicester)

The role of the Capital Projects Committee is to assist the Board to satisfy itself as to the adequacy and effectiveness of the arrangements for project management of the Library's two current multi-million pound capital construction projects, namely, the British Library Centre for Conservation project and the Additional Storage Programme. During 2006/07 the Committee met three times to discharge its responsibilities.

Investment Committee

At its meeting in July 2006, the Board agreed to establish an Investment Committee. The Committee has written terms of reference that are available on our website. The Committee comprises at least three members of the Board, one of whom acts as Chairman of the Committee. The Committee is able to co-opt one external member with particular experience and expertise in finance and investment matters. The current members are:

Sir Colin Lucas (Chair)
Robin Broadhurst
Eileen Mackay
Lynne Brindley
Danny Truell (Chief Investment Officer, Wellcome Trust)

The role of the Committee is to recommend to the Board the appointment of Investment Managers and to keep their performance under review, and also to formulate and keep under review the investment policy and spending policy arrangements governing the Board's trust funds and to make recommendations to the Board. During 2006/07 the Committee met once to discharge its responsibilities.

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