Legislation – Media Act 2024

“(2)

The members of the S4C Board (see section 56A and Schedule 6A) are to be the members of S4C, but membership of S4C does not enable any person to act otherwise than through the S4C Board.”

“56AThe S4C Board

(1)

A Board of S4C is established.

(2)

That Board—

(a)

is to be known as the S4C Board or (in Welsh) Bwrdd S4C, and

(b)

is to be constituted in accordance with this Act.

(3)

Except where otherwise provided by or under any enactment, the duties and powers of S4C are to be discharged and exercised by the S4C Board on behalf of S4C.

(4)

Schedule 6A makes further provision about the S4C Board.”

“Schedule 6AThe S4C Board

Section 56A

Membership

1

(1)

The S4C Board is to consist of—

(a)

non-executive members, and

(b)

executive members.

(2)

The non-executive members are to be—

(a)

a chair, and

(b)

at least five, and not more than eight, other non-executive members.

(3)

It is for the Secretary of State—

(a)

to decide, in accordance with sub-paragraph (2)(b), the number of other non-executive members;

(b)

to appoint the non-executive members.

(4)

The executive members are to be—

(a)

the employee of S4C holding the position of, or acting as, Chief Executive of S4C, and

(b)

at least one and not more than two other employees of S4C.

(5)

It is for the non-executive members, in accordance with sub-paragraph (4)(b)—

(a)

to decide the number of other executive members;

(b)

to appoint the other executive members.

(6)

A person making an appointment under this paragraph must do so with a view to ensuring that, collectively, the members of the S4C Board have the range of skills and experience needed for the effective running of S4C.

2

(1)

The members of the S4C Board must not at any time include a person who is a member or an employee of the BBC.

(2)

The members of the S4C Board must not at any time include a person who is a member or an employee of OFCOM.

(3)

The Secretary of State must—

(a)

before appointing a person to be a non-executive member of the S4C Board, be satisfied that the person will not have any financial or other interest likely to affect prejudicially the discharge of that person’s duties as a member of the S4C Board, and

(b)

from time to time consider, in respect of each non-executive member of the S4C Board, whether that member has any such interest.

Tenure of office

3

(1)

A member of the S4C Board holds and vacates office in accordance with the terms of the member’s appointment, subject to the provisions of this Schedule.

(2)

A non-executive member must be appointed for a fixed term of not more than five years.

(3)

A person who has held office as a non-executive member for two consecutive terms may not be re-appointed as a non-executive member until the end of the five years beginning with the end of the second of those terms.

(4)

A non-executive member ceases to be a member of the S4C Board if the member—

(a)

becomes an employee of S4C, or

(b)

resigns from office by giving written notice to the Secretary of State.

(5)

An executive member under paragraph 1(4)(a) ceases to be a member of the S4C Board on ceasing to be the Chief Executive of S4C.

(6)

Any other executive member ceases to be a member of the S4C Board if the member—

(a)

ceases to be an employee of S4C, or

(b)

resigns from office by giving written notice to S4C.

Remuneration and pensions of members

4

(1)

S4C may pay to each non-executive member of the S4C Board such remuneration and allowances as the Secretary of State may determine.

(2)

S4C may pay or make provision for paying to or in respect of any non-executive member of the S4C Board such sums by way of pensions, allowances or gratuities as the Secretary of State may determine.

(3)

S4C may pay compensation, of such amount as the Secretary of State may determine, to a person where—

(a)

the person ceases to be a non-executive member of the S4C Board otherwise than on the expiry of the person’s term of office, and

(b)

it appears to the Secretary of State that there are special circumstances which make it right for the person to receive compensation.

Proceedings

5

(1)

The S4C Board may regulate its own procedure (including quorum), subject to the provisions of paragraphs 6 and 7.

(2)

The S4C Board may make arrangements providing for the discharge of any of the S4C Board’s functions by—

(a)

a committee, or

(b)

one or more persons each of whom is either a member of the S4C Board or an employee of S4C.

6

In managing the affairs of S4C the S4C Board must have regard to such generally accepted principles of good corporate governance as it is reasonable to regard as applicable to S4C.

7

(1)

A member of the S4C Board who has an interest, whether directly or indirectly, in any matter that is brought up for consideration at a meeting of the S4C Board must disclose the nature of that interest to the meeting.

(2)

Where a disclosure is made under sub-paragraph (1)—

(a)

the disclosure must be recorded in the minutes of the meeting, and

(b)

subject to sub-paragraph (3), the member must not take part in any deliberation or decision of the S4C Board, or any of its committees, with respect to that matter.

(3)

Sub-paragraph (2)(b) does not apply in relation to a meeting of the S4C Board at which all the other members present resolve that the member’s interest is to be disregarded for the purposes of that provision.

(4)

For the purposes of sub-paragraph (1)—

(a)

a general notification given at a meeting of the S4C Board that the member is to be regarded as interested in any matter involving a specified organisation is to be regarded as a sufficient disclosure of the member’s interest in relation to any such matter, and

(b)

a member may make a disclosure under that sub-paragraph without attending a meeting of the S4C Board if the member takes reasonable steps to secure that the disclosure is made by a notice which is taken into consideration and read at a meeting.

(5)

References in this paragraph to a meeting of the S4C Board include references to a meeting of any of its committees.

8

The validity of any proceedings of S4C or the S4C Board is not affected by—

(a)

any vacancy among the members of the S4C Board,

(b)

any defect in the appointment of a member of the S4C Board, or

(c)

a failure to comply with the requirements of paragraph 7.”