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 also 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 a 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:
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 is on our website at:
Membership during 2008/09
Sir Colin Lucas Kt D.Phil FRHistS. [Sir Colin's term of appointment expires on 31 August 2010]
Sheila Forbes CBE (Deputy Chair) (Principal, St Hilda's College, Oxford) 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's second, four-year term of appointment expires on 19 January 2011.]
Dame Lynne Brindley DBE MA FLA FCLIP FRSA (Chief Executive, The British Library)
Dawn Airey (Chair and CEO of Channel Five) brings to the Board her leadership experience in a major commercial company. [Ms Airey's first, four-year term of appointment expires on 31 March 2011.]
Robin S Broadhurst CBE FRICS (Chairman of Grainger plc and Sableknight, 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 second, four-year term of appointment expires on 31 December 2011.]
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 for his academic background in the social sciences. [Professor Burgess's second, four-year term of appointment expires on 19 December 2010.]
Sir Kenneth Calman KCB DL MD FRCP FRCS FRSE (Chancellor, University of Glasgow) was appointed to the Board on the basis of his top level experience of leadership and management in a university research environment and as a research scientist. He chairs the Board Audit Committee. [Sir Kenneth's first, four-year term expires on 31 March 2011.]
The Rt Hon Lord Fellowes GCB GCVO QSO PC (Chairman, Barclays Private Bank) was appointed to the Board by HM The Queen. [Lord Fellowes's first four-year term expires on 29 September 2011.]
Professor Dame Wendy Hall DBE, FRS, FREng (Professor of Computer Science, University of Southampton) was appointed for her leadership experience and business acumen in the IT/internet content sector. [Professor Hall's first, four-year term expires on 31 March 2011.]
Eileen Mackay CB FRSE (formerly Principal Finance Officer at the Scottish Office and she has held non-executive Directorships at the Royal Bank of Scotland Group plc, Edinburgh Investment Trust plc, and Scottish Financial Enterprise). She 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 second, four-year term of appointment expires on 16 July 2011.]
Professor Kate McLuskie MA PhD (Director of The Shakespeare Institute, University of Birmingham) was appointed to the British Library Board for her knowledge and experience of higher education and university affairs and her academic background in the arts and humanities. [Professor McLuskie's first, four-year term expires on 31 March 2011.]
Maggie Semple OBE (Chief Executive Officer and Director of The Experience Corps Ltd) brings to the Board her experience as an entrepreneur, and is able to advise the Board on the needs of the Small and Medium-sized Enterprise sector. [Ms Semple's first, four-year term expires on 31 March 2011.]
SECRETARY TO THE BOARD
Andrew Stephens BSc (Hons) MCLIP
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. Membership during 2008/09 was:
Sir Kenneth Calman (Chair)
The Board Audit Committee has written terms of reference that are available on our website; 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 2008/09, 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. 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.
During the year under review, the Audit Committee identified the need to recruit a fourth member and to secure accounting skills amongst its membership through co-option. Subsequently on 1 May 2009, Ms Berenice Smith (formerly Finance and Commercial Director, University of Leeds) was appointed to the Audit Committee.
The Remuneration Committee comprises at least three non-executive members of the Board, one of whom acts as Chair of the Committee. Membership during 2008/09 was:
Sheila Forbes (Chair)
Professor Robert 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 on pages 43 and 44.
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. Membership during 2008/09 was:
Eileen Mackay (Chair)
Dame Lynne Brindley
Paul Goffin, Director of Estates, University of Leicester
Professor Kate McLuskie
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 current multi-million pound capital construction projects, the Additional Storage Programme and the Newspaper Programme. During 2008/09, the Committee met five times to discharge its responsibilities. At the end of the year, the Board confirmed that the Committee's remit should be restricted to construction projects and it was duly renamed the Construction Projects 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)
Dame 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 2008/09 the Committee met once to discharge its responsibilities.