Ofcom Board

Published: 6 March 2024
Last updated: 26 June 2024

Ofcom's Board provides strategic direction for the organisation.

It has a non-executive Chair, executive members (including the Chief Executive), and non-executive members.

The Executive runs the organisation and answers to the Board.

The Ofcom Board meets at least ten times a year. Agendas, summary notes and minutes are published regularly on the Ofcom website.

Board members

Lord Micheal Grade

Lord Grade of Yarmouth


Michael Grade has had a long career in broadcasting, encompassing London Weekend Television, the BBC, ITV and Channel 4. He has chaired the BBC, ITV and Pinewood/Shepperton Film Studios.   He is co-founder of the GradeLinnit company, which produces for the theatre.

He is Chairman of the Arora Group’s Heathrow Expansion Advisory Board, having also been Chairman of Ocado, First Leisure Corporation, Camelot, the Charity Fundraising Regulator and Bradford’s Media Museum as well as being a member of the former Press Complaints Commission and a trustee of the Science Museum.

Michael Grade sits in the House of Lords as a non-affiliated Peer. His Peerage was created in January 2011.

Michael Grade joined the Ofcom Board on 1 May 2022. His appointment runs until 30 April 2026.

Appointed on : 1 May 2022
Membership : People Committee

Melanie Dawes

Melanie Dawes

Chief Executive

Dame Melanie Dawes joined Ofcom as an Executive Board Member and Chief Executive in March 2020.

Prior to joining Ofcom, Melanie was Permanent Secretary at the Ministry of Housing, Communities and Local Government from 2015. She has held a range of senior roles across the Civil Service, working in partnership across the public and private sector, including as Champion for Civil Service Diversity and Inclusion.

She started her career as an economist and spent 15 years at the Treasury, including as Europe Director between 2002 and 2006. She was Director General of the Economic and Domestic Affairs Secretariat at the Cabinet Office between 2011 and 2015, and prior to that she served on the Board of HMRC. As Director General for Business Tax she had responsibility for all the business taxes and duties alongside leadership of the department’s relationships with the largest companies.

Melanie has held various non-executive roles including with the consumer body Which? and is a trustee of the Patchwork Foundation, which helps under-represented young people get involved in democracy.

Lindsey Fussell

Lindsey Fussell

Executive member

Lindsey Fussell joined in Ofcom in 2016 and is Group Director for Networks and Communications, leading Ofcom’s work in the telecoms and postal sectors, where we aim to protect consumers’ interests, promote competition and ensure that networks are secure and resilient. She was appointed to the Ofcom Board in December 2020.

Before joining Ofcom, Lindsey held a range of senior leadership roles in the Civil Service. She was Public Services Director at HM Treasury, where she led on devolution, education and culture, defence and criminal justice, and was responsible for delivering key aspects of the 2013 and 2015 Spending Reviews. She is a non-executive director (Sufficiently Independent Director) for NGED, National Grid’s electricity distribution network for Wales, the South West and the Midlands.

Ben Verwaayen

Ben Verwaayen

Non-executive member

Ben is currently a General Partner at investment fund Keen Venture Partners and holds various Board positions, including at Akamai in the US and Renewi Ltd, a major player in the circular economy in the BeNeLux and the UK. He is a former Chief Executive of BT, KPN in the Netherlands, and Alcatel Lucent. He has also served as a Chairman of Endemol, and as a Board Member of AkzoNobel in the Netherlands and of the mobile operator Bharti Airtel in India.

Ben Verwaayen joined the Ofcom Board on 1 January 2016. His appointment runs until 30 September 2024.

Appointed on : 1 January 2016
Membership : People Committee

Bob Downes

Bob Downes

Non-executive member (Board member for Scotland)

Bob Downes was appointed to the Ofcom Board with effect from 1 February 2018. He is a member of the Content Board and the People Committee. Bob was Chairman of the Scottish Environment Protection Agency until 2023. He chairs the Commission for Communications Regulation’s Independent Oversight Body, which oversees the implementation and operation of an enhanced Regulatory Governance Model in Ireland by Eir. Bob is an advisor to a number of small technology businesses, including Kube Networks in Glasgow. He has a background in telecommunications, arts and culture organisations and with business and technology universities.

Bob Downes joined the Ofcom Board on 1 February 2018. His appointment runs until 31 January 2026.

Appointed on : 1 February 2018
Membership : Content Board; People Committee

Sir Clive Jones

Sir Clive Jones

Non-executive member (Board member for Wales)

Born and brought up in the South Wales Valleys, Clive Jones spent most of his working life at ITV as a journalist, producer and editor with YTV and TV-AM and later as CEO of both Central Television and the Carlton Television Group. He also served as Managing Director of the ITV Network and was the first CEO of ITV News and Regions, following the creation of ITV plc.

He trained as a journalist with the Yorkshire Post after graduating from the LSE.

Clive also chairs Sightsavers, the UK’s sight loss charity, the Runnymede Trust, the race equality think tank and is the Ombudsman for the National Council for the Training of Journalists.  He chaired the Disasters Emergency Committee, was on the board of S4C and its commercial arm S4C Masnachol for six years and is a former chair of both the Wales IP Fund and National Theatre Wales.

Clive Jones joined the Ofcom Board on 12 February 2024. His appointment runs until 11 February 2028.

Appointed on : 12 February 2024
Membership : Content Board

Karen Baxter

Karen Baxter

Non-executive member (Board member for Northern Ireland)

Karen has a distinguished 30-year policing career, retiring as Commander from the City of London Police in 2020. She commenced her service as an officer in Northern Ireland and has extensive experience across a wide range of complex investigations including, safeguarding, homicide, counter-terrorism, serious and organised crime. As a result, she has a strong understanding of the unique needs of communities living in Northern Ireland.

More recently as Commander and National Coordinator for Economic Crime, she had oversight for the most serious financial investigations in the United Kingdom. Karen was also the Police executive lead for Cyber Crime Prevention working with key stakeholders and the third sector to address emerging risks in the online space.

In 2020 Karen joined UK Finance as the Managing Director for Intelligence Strategy working across the banking sector to review the use and management of intelligence. More broadly her role involved multiple sector engagement in respect of the online harms threat and proposed legislative changes.  Karen stepped down from this role in November 2021.

In September 2022 Karen joined the Financial Conduct Authority (FCA) as Director of Strategy, Policy, International and Intelligence in the Enforcement Team. In this role, Karen leads the specialised functions that support the breadth of the FCA’s enforcement and market oversight activities, helping ensure it has the tools it needs to do its work effectively.

Karen Baxter joined the Ofcom Board on 28 March 2022. Her appointment runs until 27 March 2026.

Appointed on : 28 March 2022
Membership : Risk and Audit Committee

Angela Dean

Angela Dean

Non-executive member (Audit and Risk Board member)

Angela is currently a trustee of York Museums Trust and Chair of its Capital Projects Board. She is a Senior Independent Panel Member for Public Appointments. She has been non-executive director of a number of not-for-profit organisations including Chair of International House Trust, Vice Chair of the Council of King’s College London, trustee of the National Lottery Heritage Fund and a member of the Museums, Archives and Libraries Council.

Angela's executive career was in international finance, mainly as a Managing Director of Morgan Stanley where she headed its global technology research team. She was a member of the Working Group of the United Nations Global Compact for corporate social responsibility issues in investment.

Angela Dean joined the Ofcom Board on 30 September 2018. Her appointment runs until 29 September 2026.

Appointed on : 30 September 2018
Membership : People Committee; Risk and Audit Committee

Will Harding

Will Harding

Non-executive member

Will has almost 30 years’ experience in the media industry. He started his career as a management consultant with KPMG, before spending five years at BBC Worldwide (now BBC Studios) where he worked across the BBC’s commercial and international operations.

He later helped to launch ask.com in the UK before moving to Sky, where he became Commercial and Operations Director of its new media business. He joined GCap Media plc in 2006 as Group Strategy Director.

Following Global Media & Entertainment Ltd’s acquisition of GCap Media in 2008, he was appointed Global’s Chief Strategy Officer and joined the main Global board. During his time at Global, Will was responsible for establishing the Global Academy, a state school for young people from all backgrounds wanting to start a career in the creative industries. Will stood down from the Global Media and Entertainment Ltd board in December 2020.

Since 2021 he has been a Non-Executive Director of Primedia, the leading Africa-focused media and advertising group, and a Trustee of the Baker Dearing Educational Trust.

Will Harding joined the Ofcom Board on 3 October 2022. His appointment runs until 2 October 2026.

Appointed on : 3 October 2022
Membership : Risk and Audit Committee, Content Board

Historically, the regulatory regimes for broadcasting, telecommunications and spectrum management have encompassed a broad range of governance models.

These have included oversight by Government-appointed Commission, by Director-General and by Government Agency.

Ofcom's governance structure is different. It is based upon a model which is familiar to the commercial sector but which marks a departure from the past.

Ofcom has a Board with a Chair and both executive and non-executive members. The Executive runs the organisation and answers to the Board, while the work of both Board and Executive is informed by the contribution of a number of advisory bodies.

The Ofcom Board provides strategic direction for Ofcom. It is the main statutory instrument of regulation with a fundamental role in the effective implementation of the Communications Act 2003.

The membership of the Ofcom Board is published and it may comprise up to twelve members. This number includes the Chief Executive of Ofcom and up to three members of the Executive.

The Ofcom Board meets at least once a month (with the exception of August). Agendas and notes of meetings are published regularly on the Ofcom website.

The Board has a central governance function, with oversight over the fulfilment of Ofcom's general duties and specific statutory responsibilities as well as its adherence to the ethos of a public service organisation. The Board also has oversight of Ofcom's overall funding and expenditure.

The Board acts on a collective basis. As the body charged with governing Ofcom's strategic direction, the Board has agreed that its members will abide by the following principles:

  1. The Board will operate on the principles of collective responsibility, support and respect.
  2. Board members should have access to all the information necessary to ensure vigorous debate and effective decision-making.
  3. In all situations, all Board members will be deemed to have agreed with all decisions.
  4. External pressure will not alter Board processes except for potential timelines.
  5. Board members' behaviour in response to decisions is required to be the same inside and outside Ofcom.
  6. Minority views will not be made public internally or externally.
  7. Nominated Board members (other than those who disagreed with a decision) may be required to explain and articulate specific decisions.
  8. If a Board member resigns he or she may state the basis for the disagreement, but may not publicly rehearse the arguments of other Board members.

The Board provides strategic direction for the performance of Ofcom’s regulatory functions by reference to its statutory duties and has overall responsibility for financial and operational matters.

The Board may take any decision it considers it is appropriate to be taken by the Board notwithstanding the delegations approved by the Board. The Board may also ask the Chair alone, or with other individual members, to take responsibility for specific matters. The delegations in this document are also subject to the reservation of the following matters to the Board

  1. approval of Ofcom's annual budget;
  2. approval of Ofcom's annual report and accounts;
  3. approval of any contract value in excess of £5,000,000;
  4. approval of Ofcom’s Financial Authorities Framework and other financial matters reserved to the Board in accordance with the Financial Authorities Framework;
  5. approval of Ofcom's annual plan, long term objectives and overall strategic policy framework;
  6. Ofcom’s Risk Policy and definition of Ofcom’s Risk Appetite;
  7. decisions on major changes to the structure of Ofcom;
  8. The Board, Board Committees and Board Members’ performance evaluation process;
  9. approval of terms of reference, membership and Chairs of Board committees, including the proposed creation of additional Board Committees and/or the elimination of, or changes to, existing Board Committees;
  10. approval of appointments of Non-Executive Board Members to Board Committees;
  11. Directors’ and Officers’ Liability Insurance and the indemnification of Board Members and Officers;
  12. Codes of Conduct (and any changes proposed) for the Ofcom Board, Content Board and Advisory bodies;
  13. Corporate governance arrangements of Ofcom, including this schedule of matters reserved for the Board;
  14. Division of responsibilities between the Chair and Chief Executive;
  15. appointment or removal of the Corporation Secretary;
  16. approval of appointments of non-executive members of the Channel Four Board (subject to the formal approval of the Secretary of State for DCMS) and decisions as to the number of members of the Channel Four Board; and
  17. approval of appointments of non-executive members of MG Alba (the Gaelic Media Service) subject to the formal approval of the Scottish Ministers; and
  18. approval of Ofcom Values and review of Ofcom’s culture ensuring alignment with the strategy

Approved by the Ofcom Board, 15 March 2023

The Board is scheduled to meet on the following dates.

7 February 2024

13 March 2024

17 April 2024

22 May 2024

19 June 2024

17 July 2024

25 September 2024

16 October 2024

13 November 2024

11 December 2024

Agendas for Board meetings

It is our policy to keep Board and committee meeting agendas on our site for two years only. Older agendas can be accessed via the National Archives.

Minutes and notes of Board meetings

It is our policy to keep Board and committee meeting minutes on our site for two years only. Older minutes can be accessed via the National Archives.

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