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4 Corporate governance
成人论坛 World Service's commitment
The 成人论坛, including 成人论坛 World Service, has an obligation under its Charter to demonstrate high standards of corporate governance.
 
The Combined Code, issued by the London Stock Exchange in June 1998, sets out principles of good corporate governance. 成人论坛 World Service voluntarily complies with the Combined Code to the extent it is applicable.
 
Additionally, 成人论坛 World Service adheres to the seven principles of public life as set out in the reports of the Nolan Committee of Standards in Public Life.
 
Statement of principles
The requirements of the Combined Code are applied to 成人论坛 World Service with the following exceptions:
 
those requirements relating to shareholders
成人论坛 World Service is not accountable to external shareholders. Rather, through the stewardship of the governors, it is accountable to the Foreign and Commonwealth Office, to Parliament and to taxpayers.
those requirements relating to non-executive directors, remuneration and audit committees
The 成人论坛 governors consider that 成人论坛 World Service should comply with the Combined Code in a manner which is common practice for an entity whose parent is complying with the Code. Hence the governors do not consider it appropriate for 成人论坛 World Service to have separate non-executive directors or remuneration and audit committees from those established by the 成人论坛, or to disclose the remuneration of the members of the 成人论坛 World Service Management Board, except to the extent that this is required by the Companies Act 1985.
 
Details of how 成人论坛 World Service has applied the remuneration principles are covered separately within the remuneration report.
 
Board structure
The structure of the 成人论坛 World Service Management Board is shown on the Management Board page. As explained above, 成人论坛 World Service does not have any non-executive directors. However, the Management Board is represented on the 成人论坛's Executive Committee and is accountable to the 成人论坛 governors who constitute the members of the Corporation and act as trustees for the public interest.
 
The governors are appointed by the Queen on advice of ministers. They are now appointed for a term of four years (previously five years) and are independent of 成人论坛 executive management. A register of interests of the governors is maintained and may be inspected by written application to the secretary of the 成人论坛.
 
The 成人论坛 World Service Management Board meets every two weeks. Other members of management attend as required.
 
A formal schedule of matters is reserved for Management Board decisions. This includes:
 
considering management structure and senior management responsibilities;
agreeing membership and terms of reference of board committees and task forces and deciding action on recommendations, receiving minutes and reviewing decisions taken;
agreeing contracts with major suppliers;
deciding significant staff and industrial relations issues;
agreeing business strategy;
approving financial statements;
approving annual budgets, subject to final approval by the Board of Governors; and
agreeing a code of ethics and business practice, establishing an overall framework for proper controls.
 
Management Board members are given appropriate documentation in advance of each Board meeting. The Management Board members have access to the advice and services of the World Service secretary who is responsible for ensuring that Board procedures are followed.
 
The Board of Governors refers some matters relevant to 成人论坛 World Service to 成人论坛 sub-committees as follows:
 
Audit Committee;
Fair Trading Compliance Committee; and
World Service Consultative Group.
 
Relationship with Foreign and Commonwealth Office (FCO)
成人论坛 World Service is primarily funded by parliamentary Grant-in-Aid received through the FCO. 成人论坛 Monitoring is funded by stakeholder subscriptions. The relationship between the FCO and 成人论坛 World Service is defined in the FCO/成人论坛 World Service Broadcasting Agreement which sets out the aims and objectives of 成人论坛 World Service and provisions for performance assessment. The financial arrangement with the FCO is set out in the FCO/成人论坛 Financial Memorandum.
 
Accountability and internal control
Financial reporting and going concern
The respective responsibilities of the governors and 成人论坛 World Service Management Board and the external auditors are set out in the auditors’ report.
 
A detailed review of the financial position of 成人论坛 World Service is included in the financial review by the finance and business development director. This, together with the director's overview, provides an assessment of 成人论坛 World Service's performance and current position.
 
The going concern basis has been adopted in the preparation of the financial statements as the governors and 成人论坛 World Service Management Board believe that 成人论坛 World Service will continue to receive adequate resources to continue its operations for the foreseeable future.
 
Internal control
The 成人论坛 World Service Management Board has responsibility for maintaining an adequate system of internal control and for reviewing its effectiveness. Such a system is designed to manage rather than eliminate the risk of failure to achieve business objectives and can provide only reasonable, and not absolute, assurance against material misstatement or loss.
 
The governors and 成人论坛 World Service Management Board consider that there is an ongoing process for identifying, evaluating and managing the significant risks faced by 成人论坛 World Service. The process has been in place for the year ended 31 March 2001 and up to the date of approval of this report and financial statements. As part of the 成人论坛's overall risk management process it has been regularly reviewed by the governors and 成人论坛 Executive Committee and accords with the guidance set out in the ICAEW's guidance for directors Internal control: Guidance for directors on the Combined Code.
 
While an established system of risk management and control, including procedures to monitor and evaluate key risks, has been in existence throughout the year, further steps to reflect more fully the substance of the guidance have been taken during the course of the year.
 
The Management Board exercises control through an organisational structure with clearly defined levels of responsibility and authority and appropriate reporting procedures. The key control procedures operating during the year are described below:
 
risk management
The Management Board is responsible for identifying and managing risk on an ongoing basis. 成人论坛 World Service has a formally constituted Internal Control Committee (ICC), comprising the members of the Management Board, World Service financial controller and a representative of 成人论坛 Internal Audit. The ICC update their assessment of 成人论坛 World Service’s exposure to risk, and the extent to which these risks are controlled, every four months. These risks have been effectively managed throughout the year.
monitoring of controls
成人论坛 Internal Audit undertake regular testing of control systems based on a regularly updated assessment of key risks and issues facing 成人论坛 World Service.
business unit controls
Management have defined the controls and procedures with which each business unit is required to comply. Key controls over major business risks include performance review and exception reporting. Reviews by 成人论坛 Internal Audit monitor the operation of controls.
computer systems
成人论坛 World Service has established controls and procedures over the security of data held on computer systems. Arrangements are in place for computer processing to continue and data to be retained in the event of failure of 成人论坛 World Service's own data processing facility.
controls over outsourced transaction processing
The majority of 成人论坛 World Service's financial transaction processing is outsourced to a service company, Media Accounting Services Limited (MedAS), which is independent of the 成人论坛. The finance and business development director has established monitoring procedures to review the performance of MedAS on a regular basis. These include regular visits to MedAS by 成人论坛 Internal Audit.
financial reporting and controls
There is a comprehensive budgeting system with an annual budget approved by the Board of Governors, prepared in line with the 成人论坛 World Service three-year plan. Monthly financial information, including a balance sheet, cashflow statement and operating results, is reported against corresponding budget figures, with corrective action taken by the Management Board as appropriate. All capital expenditure over certain upper thresholds must be approved by a 成人论坛 investment approval committee and, in some cases, by the FCO and HM Treasury. In April 2001 成人论坛 World Service implemented new financial processes and software, as part of the 成人论坛-wide SAP implementation.
 
Audit Committee
Matters relating to 成人论坛 World Service are also considered by the 成人论坛's Audit Committee, which comprises four of the 成人论坛's governors.
 
The Audit Committee meets four times a year, and is charged with reviewing the effectiveness of internal control; approving and monitoring the Internal Audit work plan; considering issues arising from Internal Audit's work; reviewing management's response to internal control issues; approving the external audit fee; considering the external audit strategy and plans; reviewing the external auditors’ reports; and reviewing and approving the financial statements. Both internal and external auditors are given the opportunity to meet privately with the Audit Committee without any member of management present.
 
Statement of compliance with the Combined Code of Best Practice
成人论坛 World Service has complied throughout the year ended 31 March 2001 with the specific provisions in Section 1 of the Combined Code with the exception of those provisions relating to non-executive directors, remuneration and audit committees and shareholder requirements which, as discussed earlier, are not applicable to 成人论坛 World Service.
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