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Members' Code of Conduct

Board Members must comply at all times with this Code of Conduct (or any agreed modification of it) and act in good faith and in the best interests of Ofcom.

General propriety

Public Service Values

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

2. 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 Members must not seek any consultancy contracts, directorships or other employment, or acquire a direct financial interest, in a company regulated by Ofcom.

3. Members are required to maximisevalue for moneythrough ensuring that Ofcom operates in the most efficient and economical way, within available resources, and with independent validation of performance achieved wherever practicable.

4. Members are 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 the principle of accountability, Members will endorse and operate within Ofcom’s policy on openness and seek to lead best practice.

Confidentiality

5. Clause 393 of the Communications Act 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 Members have ceased being Members of Ofcom 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 Government

6. The Secretaries of State for the Department for Culture, Media and Sport and for the Department of Trade and Industry (“the Secretaries of State”) are responsible for appointing up to six Members to the Board (known as the “Members”) and for approving the appointment of the Chief Executive. The Secretaries of State may also remove Members from office under any of the circumstances listed in Paragraph 2(4) of the Ofcom Act 2002 (bankruptcy, conflict of interest, misbehaviour, or incapacity). Additional members of staff (known as “Staff Members”) may be appointed to the Board by the Members. There may be up to a total of nine Members and Staff Members (together known as the “Board Members”).

7. Communications between Ofcom and the Secretaries of State will normally be through the Chairman except where Ofcom has agreed that an individual Board Member should act on its behalf. Nevertheless, an individual Member has the right of access to Ministers on any matter which he or she believes raises important issues relating to his or her duties as Member of Ofcom. In such cases, the agreement of the rest of the Board Members would normally be sought.

8. The main point of contact between Ofcom and the Departments on day-to-day matters will normally be the Chief Executive or other members of staff who are authorised to act on behalf of Ofcom.

9. The Secretaries of State are answerable to Parliament for the performance of Ofcom. However, other than the specific cases set out in the Act 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.

Criminal and civil liability

10. 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 the Chairman or other individual Members. For example, a 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 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.

11. However, individual 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 Members against claims in these circumstances.

Accountability to Parliament

12. 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.

Role of Chairman and Members

13. The Chairman, on advice from the Chief Executive, has particular responsibility for providing leadership on matters such as:

Formulating Ofcom’s strategy for discharging its statutory duties;
Representing the views of Ofcom
Ensuring that when reaching decisions Ofcom takes proper account where necessary of directions given by the Secretaries of State;
Encouraging high standards of propriety;
Promoting efficient and effective use of staff and other resources throughout the organisation; and
Providing an assessment of the performance of individual Members should they be considered for re-appointment to Ofcom or appointment to the Board of another public body.

14. The Chairman will ensure that Ofcom meets regularly throughout the year and that the minutes of meetings accurately record decisions taken.

15. The responsibilities of Members include:

The discharge of their duties under the Ofcom Act 2002 and the Communications Act 2003 and any supplementary legislation or Orders thereto;
Establishing the policy and resource framework for the operation of Ofcom and the overall strategic direction of the organisation within that framework;
Ensuring that the highest standards of corporate governance are observed at all times; and
Ensuring that Ofcom operates within the limits of its statutory authority and that staff operate within the limits of delegated authority.

Delegation

16. Ofcom Members serve on a part-time basis. Responsibility for specified matters may be delegated to individual Board Members, or committees of Ofcom (or their sub-committees), or to staff within a clearly understood framework of strategic control. Further details about delegations will appear in Ofcom’s Procedure Manual.

Concerns about Propriety

17. In accordance with recommendation 53 in the Report of the Committee on Standards in Public Life (the Nolan Committee), the Chairman and Deputy Chairman are entrusted with the duty of investigating staff concerns about propriety raised confidentially. 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 Permanent Secretary of either the DCMS or DTI.

Interests

18. 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. However, given that Ofcom’s remit stretches across a wide range of industries and regulatory activities, rules only extend to interests in those companies whose core business activities (and hence share price) could be affected by Ofcom’s decisions. A detailed Conflicts of Interest policy for Members has been made available to all Members and the Secretary to the Corporation is available to provide guidance to Members when required. The policy is published on Ofcom’s website.

19. Since Members have strong industry links and may continue to earn a living within a regulated field, certain paid employment may be permissible so long as it is open and accounted for, and so long as any conflict of interest is declared and discussed before each relevant agenda item. Accepting money from a stakeholder or regulated industry should not be permissible where this opens Ofcom to the risk of perceived bias and/or malign comment. Appearances on television or radio, the production of television or radio programmes and the writing of newspaper columns by Non-Executive Board members is not prohibited; however, the underlying criteria are the combined materiality of the appearances/productions/columns and the subject matter of such appearances/programmes/columns. For example, significant earnings from the regulated industries would not be acceptable, nor would any form of private consultancy work. But there may be instances where the capacity to earn a modest amount from a clearly defined and open contribution may actually improve the contribution Members are able to make to their work at Ofcom. All such engagement should be referred to the Secretary to the Corporation who will discuss with the Non-Executive Board member whether such engagement is acceptable. Guidance on these matters is provided in the Conflicts of Interest Policy.

Conflicts

20. 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 two Board Members are content for the declaring Board Member to participate in a discussion, but not a decision, and the other two wish the declaring Board Member to leave the meeting altogether, the declaring Board Member must leave).

Declarations of Interests/Connections

21. Before any item is discussed, 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, Board Members are advised to declare the connection in order to give other Board Members the opportunity to determine an appropriate response. A general notification of interest may be given, which would apply to all Board meetings.

Register of Interests

22. A Register of Members’ Interests - kept by Secretariat and published on Ofcom’s website – will include details of Members’ public and charitable appointments, directorships, related employments, and relevant financial interests. All shareholdings in every regulated company (including those of partners and dependent children) should be disclosed.

Annual Declarations

23. Members will be expected to sign annual declarations to the Departments that they have no interests which conflict with their duties.

Gifts & Hospitality

Rules

24. The problems and advantages associated with the acceptance of hospitality vary widely across the industries subject to regulation by Ofcom. For this reason, Ofcom will keep an internal (but publicly available) Register of Hospitality into which, for purposes of accountability and consistency, all hospitality received or given by Board Members and senior staff should be logged. Only gifts or hospitality amounting to a negligible sum (under £10) may be exempt from registration. Gifts of a value over £50 generally should not be accepted. There may be good reasons for accepting a particular gift over this value, but Members should take advice from the Chairman before doing so.

25. All hospitality should be channelled through the Secretary who will keep a regular check on the Register. 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.

26. Beyond the principle of mandatory disclosure, the decision to accept hospitality is a matter of judgement and personal integrity. Members and senior staff may wish to seek the advice of the Chairman, Chief Executive 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 in question. 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

27. A register of all declarable gifts and hospitality (both given and received by Board Members and senior staff) will be kept by the Secretary. This register will not be published but will be available for public inspection on request at Ofcom’s HQ. Members are required to inform the Secretary of all hospitality and gifts given or received.

Purdah rules

28. Ofcom 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 restrictions

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

Public speaking and journalists

30. Particular care should be taken about any invitation to speak publicly, including speaking to journalists, in the capacity as a Member of Ofcom. Care must also be taken in the publication of any articles. In any such instance, Members should consult the Chief Executive, or in his absence the Communications Director as appropriate and in all cases should not express views at variance from agreed Ofcom policy. Members should avoid publicly stating personal opinions on matters where Ofcom policy has not been determined, but is pending. Otherwise, personal views may be expressed so long as it is made clear that the Member is speaking or writing in a purely personal capacity and stating his or her own private opinion. In general, 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

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

Political activities

32. To comply with Ofcom’s status as independent of government, it would be inappropriate for any 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. Members are asked in case of doubt to consult the Chairman.

Expenses

33. Expenses are only recoverable if the expenditure is reasonably and necessarily incurred on behalf of Ofcom. Receipts must, wherever practicable, accompany claim forms. Claims should be submitted to the Finance Department as soon as possible after they have been incurred.

34. A laptop and printer will be supplied to those Members who need them for receipt of Ofcom papers and related work. These remain the property of Ofcom. Subscriptions to a multi-channel television provider and connection to broadband or ISDN will be paid for by Ofcom. To meet Inland Revenue requirements, these are supplied exclusively for Ofcom purposes.

Travel

35. When on Ofcom business, Members are entitled to travel first class where available within the UK and to claim expenses accordingly. Travel overseas may be on business class. Travel and accommodation should be arranged through the Secretary.

Data Protection

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