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Code of conduct

General propriety

Public Service Values

1. The highest standards of propriety involving integrity, impartiality and objectivity must be maintained. Any conflict between Content Board Members’ personal interests and the discharge of their public duties must be avoided. Content Board Members must not seek through the performance of their duties to gain material benefits for themselves, their families or their friends.

2. Content Board Members must avoid any suspicion that their decisions might be influenced in the hope or expectation of future employment with a particular firm or organisation. Accordingly, during their term of office Content Board Members must not seek any consultancy contracts, directorships or other employment, or acquire a direct financial interest, in the BBC or a television or radio company which is a licensee of Ofcom or which is actively seeking to become a licensee of Ofcom, or a company with a significant investment in such a company. If offers of employment are received from such a company (including the BBC), Content Board Members may exceptionally accept, but only with the prior agreement of the Chair of the Content Board (see further paragraph 18 below).

3. Ofcom Board Members are required to maximise value for money through ensuring that Ofcom operates in the most efficient and economical way, within available resources, and with independent validation of performance achieved wherever practicable. As a sub-committee of Ofcom, Content Board Members must bear this principle in mind when undertaking business.

4. The Ofcom Board is accountable to Parliament, users of services, individual citizens and staff for the activities of Ofcom, their stewardship of public funds, and the extent to which key performance targets and objectives have been met. In support of this principle of accountability, Content Board Members will endorse and operate within Ofcom’s policy on openness and seek to lead best practice.

Confidentiality

5. Section 393 of the Communications Act 2003 sets out restrictions on the disclosure of information without the consent of the person who provided the information. Any disclosure of information in contravention of that provision is a criminal offence subject to up to two years’ imprisonment and/or a fine. These restrictions continue to apply once individuals have ceased being Members of the Content Board in relation to information received while they held office. This is in order to avoid the risk that a particular firm might gain an improper advantage over its competitors by employing someone who, in the course of their Ofcom duties, has had access to technical or other information which those competitors might legitimately regard as their own trade secrets or to information relating to proposed developments in Government policy which may affect that firm or its competitors.

Relationship with the Ofcom Board

6. Ofcom has a statutory duty under the Communications Act 2003 to establish a committee to be known as the Content Board. The Ofcom Board shall appoint the Chair of the Content Board and such number of other members as it thinks fit. The Ofcom Board may remove Members from office under any of the circumstances listed in Paragraph 2(4) of the Schedule to the Office of Communications Act 2002 (“the Ofcom Act 2002”) (bankruptcy, conflict of interest, misbehaviour or incapacity).

7. Procedural arrangements for the governance of the Content Board and its relationship with the Ofcom Board are detailed separately. Communications between the Content Board and the Ofcom Board will normally be through the Chair or Deputy Chair of the Content Board. The Content Board minutes will be a regular item on the Ofcom Board agenda, with a report back from the Chair or Deputy Chair at each meeting. Nevertheless, an individual Content Board Member has the right of access to the Chair of Ofcom on any matter which he or she believes raises important issues relating to his or her duties as Member of the Content Board.

Relationship with Government

8. The Secretaries of State for the Department for Culture, Media and Sport (“DCMS”) and for the Department of Trade and Industry (“DTI”) (“the Secretaries of State”) are responsible for appointing Members to the Ofcom Board. The Secretaries of State are answerable to Parliament for the performance of Ofcom. However, other than the specific cases set out in the Communications Act 2003 where the Secretary of State has power of direction to Ofcom, Ofcom is independent of government. While it is certainly appropriate for Ofcom to take account of the views of Ministers, it would be improper for Ofcom to direct its actions purely on that basis. Similarly, the Content Board must take its decisions independently from Government.

Criminal and civil liability

9. Although any legal proceedings initiated by a third party are likely to be brought against Ofcom as a corporate entity, in exceptional cases proceedings (civil or, in certain cases, criminal) may be brought against individual Content Board Members. For example, a Content Board Member may be personally liable if he or she makes a fraudulent or negligent statement which results in loss to a third party. A Content Board Member may also be liable for breach of confidence under common law or under insider dealing legislation if he or she misuses information gained by virtue of his or her position.

10. However, individual Content Board Members who act honestly, reasonably and in good faith and without negligence will not have to meet any personal civil liability which is incurred in execution or purported execution of their Ofcom duties. Ofcom will indemnify Content Board Members against claims in these circumstances.

Accountability to Parliament

11. Ofcom is responsible for providing Parliament (including its Select Committees) with such information as may be requested concerning its policy decisions and actions. Ofcom is under a specific duty to present its annual report to the Secretaries of State, who then lay it before Parliament. Ofcom may be required to give evidence to Select Committees of Parliament and to the Parliamentary Audit Committee. Accounts are subject to audit by the National Audit Office. A copy of the statement of accounts must be sent to the Secretaries of State and the Comptroller and Auditor General. Under the governance arrangements approved by the main Board, the Content Board is required to submit a formal report on its activities to the Ofcom Board on an annual basis. The Content Board will also contribute to relevant sections of Ofcom’s Annual Report.

Role of Chair and Members of the Content Board

12. The Chair has particular responsibility for providing leadership on matters such as:

Formulating Ofcom’s strategy for discharging its statutory duties in so far as they are delegated from the main Board;
Representing the views of Ofcom on matters for which the Content Board has delegated responsibility;
Ensuring that when reaching decisions the Content Board takes proper account where necessary of directions given by the Secretaries of State;
Ensuring that when reaching decisions or providing recommendations or advice to the main Board the Content Board takes account of the different interests and other factors as respects different parts of the United Kingdom and, as appropriate, advice from specialist content advisory groups which it may establish;
Encouraging high standards of propriety;
Promoting efficient and effective use of staff and other resources; and
Providing an assessment of the performance of individual Content Board Members should they be considered for re-appointment to the Content Board or appointment to the Board of another public body.

13. The Chair will ensure that the Content Board meets regularly throughout the year and that the minutes of meetings accurately record decisions taken.

14. The responsibilities of Content Board Members include:

The discharge of their duties under the Ofcom Act 2002 and the Communications Act 2003 and any supplementary legislation or Orders thereto in relation to matters delegated to the Content Board;
The provision of recommendations and advice to the Ofcom Board on those content related matters reserved to the Ofcom board.
Ensuring that the highest standards of corporate governance are observed at all times; and
Ensuring Ofcom operates within the limits of its statutory authority and that staff operate within the limits of delegated authority.

Delegation

15. Content Board Members serve on a part-time basis. Responsibility for specified matters may be delegated to individual Content Board Members, or to staff within a clearly understood framework of strategic control.

Concerns about Propriety

16. Ofcom has in place a whistleblowing policy under which Colleagues are encouraged to raise any genuine concerns about malpractice within Ofcom, promptly and confidentially, to the Secretary to the Corporation or Chief Operating Officer in the first instance. Staff are accordingly able to make a complaint at this level without going through the normal management structure. If staff remain dissatisfied they may take the matter further in the same spirit to the Chair or Deputy Chair of Ofcom or, ultimately, to the Permanent Secretary of either the DCMS or DTI.

Interests

17. Content Board Members should not retain any investments (nor their partners or dependent children) or undertake any work which Ofcom determines amounts to an unacceptable conflict of interest. Ofcom’s remit stretches across a wide range of industries and regulatory activities. However for Members of the Content Board this rule only extends to interests in those companies whose core business activities (and hence share price) could be affected by decisions taken by the Content Board or by the Ofcom Board where the Content Board has provided advice or made a recommendation. This will generally be limited to companies in the broadcasting and newspaper sectors. Specific advice can be provided by the Secretary to the Board. Otherwise unacceptable interests may be held as part of unit trusts only where there is no question of Members exercising any discretion over investment policy, and where the holding represents only a small proportion of the overall investment.

18. Some Content Board Members may have strong links with the broadcasting industry; consequently certain paid employment may be permissible so long as it is open and accounted for and any conflict of interest is declared and discussed at a Content Board meeting before each relevant agenda item. It is recognised that the capacity to earn from the broadcasting sector may actually add value to the contribution Content Board Members are able to make to their work at Ofcom. In all cases, before accepting such paid employment prior notification to the Chair of the Content Board (or in the case of the Chair’s employment the Chair of Ofcom) must be made, and the work disclosed on the public Register of Interests.

Conflicts

19. Paragraph 17 of Schedule 1 of the Ofcom Act 2002 provides that a person with an interest must not take part in any relevant discussion or decision unless the other Board Members present decide unanimously that the interest is to be disregarded. Decisions on participation must be in favour of the most severe exclusion suggested (for example, if five Content Board Members are content for the declaring Content Board Member to participate in a discussion, but not a decision, and the other five wish the declaring Content Board Member to leave the meeting altogether, the declaring Content Board Member must leave).

Declarations of Interests/Connections

20. Before any item is discussed, Content Board Members should declare any direct or indirect interests or connections they may have. Interests which should be declared are not only financial ones but those which involve some material benefit to either party. Personal friendships, other than mere acquaintances, may constitute a connection. If in doubt, Content Board Members are advised to declare the connection in order to give other Content Board Members the opportunity to determine an appropriate response. A general notification of interest may be given, which would apply to all Content Board meetings.

Register of Interests

21. A Register of Members’ Interests, kept by Secretariat, provides details of Content Board Members’ public and charitable appointments, directorships, related employments, and relevant financial interests. All shareholdings in a relevant company (including those of partners and dependent children) should be disclosed. Relevant companies include those operating within the broadcast or newspaper sectors, including content suppliers to those sectors. Advice can be obtained from the Secretary to the Corporation.

Annual Declarations

22. Content Board Members will be expected to sign annual declarations to Ofcom that they have no interests which conflict with their duties.

Gifts & Hospitality

Rules

23. Hospitality is common in the broadcasting industry. Ofcom has in place detailed guidelines providing guidance on what is acceptable in terms of gifts and hospitality. Neither a gift nor hospitality should be accepted if this would, or might appear to, place the recipient under any obligation to the donor, compromise the recipient’s impartiality, or otherwise be improper. If it is decided that the right course is to accept a gift, then the recipient must consider carefully, with propriety in mind, what should then be done with it. Any gift from a firm or individual, the retail value of which is £25 or more, should not normally be accepted; if there are considered to be good reasons for accepting a particular gift over this value, Content Board Members should take advice from the Chair of the Content Board or Secretary to the Corporation before doing so.

24. All hospitality should be channelled through the Secretary, who will keep a regular check on the Register (see paragraph 26 below). This process is not intended as a censoring mechanism but, first, to ensure an appropriate level of Ofcom representation at events or functions and, second, to ensure that there can be no suggestion of actual or perceived bias towards any particular stakeholder.

25. Beyond the principle of mandatory disclosure, the decision to accept hospitality is a matter of judgement and personal integrity. Content Board Members and senior staff may wish to seek the advice of the Chair of the Content Board or Secretary, and should consider the following broad guidelines which may be of help in assessing the relative merits of accepting an invitation:

Event-based hospitality that presents networking opportunities with Ofcom's stakeholders, and which might therefore inform or promote the work of Ofcom, is generally acceptable. An example would be attendance at an industry awards dinner.
Work-related hospitality from a single stakeholder or licensee is acceptable where it can clearly be seen to be of value to Ofcom’s work and to the wider industry. A working lunch would be an example.
Hospitality that benefits the recipient personally should be avoided if it is difficult to justify as being of benefit to Ofcom, or if there is a risk of perceived bias or malign comment. An example of such questionable hospitality would be an offer of tickets to the opera.

Register of Gifts and Hospitality

26. A register of all declarable gifts and hospitality (both given and received by Content Board Members and senior staff) will be kept by the Secretary to the Corporation, for purposes of accountability and consistency. Content Board Members are required to declare to the Secretary to the Corporation all hospitality and gifts (save gifts of a purely nominal value) given or received.

Purdah rules

27. Content Board Members should follow Ofcom’s Purdah Rules during ‘purdah’ periods – that is, where a significant decision involving or affecting that stakeholder is imminent.

Exit provisions

28. On termination of office, Content Board Members must return to Ofcom all property (including but not limited to documents, credit cards, keys and security passes) belonging to it.

Public speaking and journalists

29 . Particular care should be taken about any invitation to speak publicly, including speaking to journalists. Care must also be taken in the publication of any articles. In every such instance, Content Board Members must first consult the Partner – Content and Standards, or in his absence the Communications Director as appropriate and in all cases should not express views at variance from agreed Ofcom policy. Content Board Members should avoid publicly stating personal opinions on matters where Ofcom policy has not been determined, but is pending. Otherwise, personal views on matters not related to content may be expressed so long as it is made clear that the Content Board Member is speaking or writing in a purely personal capacity and stating his or her own private opinion. In general, Content Board Members are not restricted from access to the media in their personal non-Ofcom capacity, or in pursuit of a professional interest, for example as performers, experts, critics, or commentators.

Attendance at conferences and industry/stakeholder events

30. All invitations to attend or speak at industry or stakeholder events should be referred first to the Partner – Content and Standards, or in his absence the Communications Director, for advice. Care must be taken to ensure there is appropriate Ofcom representation at events, and that Content Board Members are properly briefed in advance of attending.

Political activities

31. To comply with Ofcom’s status as independent of government, it would be inappropriate for any Content Board Member to engage in active politics. This includes membership of the House of Commons, of the Scottish or Welsh Assembly or of the European Parliament; seeking adoption or selection as candidates or prospective candidates for those bodies; membership of local authorities; being candidates for election to local authorities other than parish councils; and acting as a party spokesman in the House of Lords. There are other situations which merit special consideration. For instance, in the case of a former elected representative who had lost office, the main factor would be whether such a person intended to seek re-election or adoption as a candidate at the next opportunity. Or in the case of a person holding office in a party political organisation, the main consideration would be whether this was regarded as a step towards selection as a candidate. Content Board Members are asked in case of doubt to consult the Chair of the Content Board.

Expenses

32. Expenses are only recoverable if the expenditure is reasonably and necessarily incurred on behalf of Ofcom, and complies with Ofcom’s expenses policy from time to time. Receipts should accompany claim forms, and expenses must normally be claimed within three months of being incurred; claims should be submitted to the Finance Department via Secretariat as soon as possible after they have been incurred.

Digital package

33. A digital package will be available to Content Board members, subject to the terms of the package.

Travel

34. When on Ofcom business, Content Board Members should comply with Ofcom’s expenditure policy. Travel and accommodation should be arranged through the Secretary.

Data Protection

35. For the purposes of the Data Protection Act 1998 (as amended), Content Board Members give their consent for all purposes to the holding, processing and accessing of personal data about them held by Ofcom.