13.11.12 Mandy Stuart request-133029-d0cacc3a@whatdotheyknow.com Freedom of Information Request Dear Ms Stuart, I write in response to your freedom of information request relating to information regarding S4C s commercial subsidiaries. Your Request You have requested:- 1. The names of directors of S4C's commercial subsidiaries, their dates of appointment, and the term / duration of their appointment in each case. 2. What is the procedure for appointing directors to S4C's commercial subsidiaries? 3. Are directors appointed for fixed terms and if so what is the procedure followed in respect of retirement or reappointment of directors? 4. Do S4C's commercial subsidiaries maintain a register of their directors interests and if so please provide a copy. Our Obligation S4C is only obliged to respond to requests made under the Freedom of Information Act 2000 (the Act ) for information held for purposes other than those of journalism, art or literature. When dealing with requests for information held for purposes other than those of journalism, art or literature S4C s obligations include: (1) confirming or denying whether we hold information of the description specified in the request; and
(2) communicating the information requested to the applicant. S4C is only obliged to communicate the information where the estimated cost of compliance does not exceed 450. There are a number of exemptions that exist under the Act which impact on these obligations. Confirm/ Deny I confirm that the information requested is held by S4C. Communication of the Information 1. The names of directors of S4C's commercial subsidiaries, their dates of appointment, and the term / duration of their appointment in each case. S4C wholly owns the following commercial subsidiaries: S4C2 Cyf. The following are directors of the above companies: Name Date of appointme nt Ian Jones, S4C Chief Executive 22.02.2012 Elin Morris, S4C Corporate and Commercial Policy Kathryn Morris, S4C Finance Dr Carol Bell, S4C Authority Member John Davies, S4C Authority Member Dyfrig Jones, S4C Authority Member 13.05.2009 30.04.1998 16.10.2012 14.02.2011 13.12.2011 Clive Jones, Non-executive Director 26.09.2007 David Sanders, Non-executive Director 09.02.2000 2. What is the procedure for appointing directors to S4C's commercial subsidiaries? Since the Authority accepted the recommendations made by Sir Jon Shortridge in his report on corporate governance in January 2011, the Authority has appointed at least two of its members to be directors of S4C s commercial subsidiaries. In relation to the chief executive s appointment, his contract of employment requires him to act as a director of the commercial subsidiaries. The chief 2
executive also has the ability to nominate other S4C executives and external non-executive directors to be appointed as directors of the boards of the commercial subsidiaries. The formal appointment is effected in each case by a board resolution in accordance with the commercial subsidiaries articles of association. 3. Are directors appointed for fixed terms and if so what is the procedure followed in respect of retirement or reappointment of directors? The Authority representatives are appointed for the term of their appointment as members of the Authority, although it is possible for the Authority to review the membership of its committees and the commercial board during a member s term. The Chief Executive is usually appointed as a director for the duration of his employment with S4C. The provisions of the Companies Act and the articles of association apply, which enable the shareholder(s) of each commercial subsidiary (ultimately S4C) to remove directors. 4. Do S4C's commercial subsidiaries maintain a register of their directors interests and if so please provide a copy. S4C s commercial subsidiaries do not maintain a register of interests, as this is no longer required under the Companies Act. S4C maintains a register of interests for Authority members and members of the management team. A copy of the relevant entries is attached to this email. Review If you are not satisfied with the way in which your request has been dealt with, you have the right to refer the matter to the S4C Authority Complaints and Compliance Committee within 21 days for an internal review. If you are not satisfied with the outcome of the Complaints and Compliance Committee s review, you may refer the matter for appeal to the Information Commissioner. The Information Commissioner may be contacted at the address below: Wycliffe House Water Lane Wilmslow Cheshire SK9 5AF Yours sincerely Phil Williams Secretary to the S4C Authority Enc. Register of interests 3
Register of Director s Interests Ian Jones - Chief Executive Latitude Media Consultancy Company (The company is in the process of being closed down.) Son is a freelance lighting designer who works in the industry in London. He has completed one contract in Wales in the past. Partner is a television producer in Australia. She has been offered temporary work in the industry in Wales. Accepted invitation to join the Court of Aberystwyth University. Deferred member of the Ofcom Pension Plan. Elin Morris, S4C Corporate and Commercial Policy Partner works at Geldards LLP who act as solicitors to S4C. Kathryn Morris, S4C Finance Director -Shakespeare Animated Films Ltd. Trustee - The Welsh Broadcasting Trust Trustee - Music Theatre Wales Carol Bell, Authority Member Board Member Salamander Energy Plc. Board Member - Det Norkse Oljeselskap ASA Board Member Petroleum Geo-Services ASA Investment Board Member Gemini Oil & Gas Advisors LLP Treasurer British School at Athens Treasurer Institute for Archaeometallurgical Studies 4
Trustee - The Renewable Energy Foundation Trustee The Levantine Foundation Chair of the Investment Committee Girton College Cambridge Polisi Cymru Wales Prospective Trustee I have no connection with any company connected with S4C at present. I have one past connect, for which I received no payment and disclose this now as historical information. I was Chairman of Barcud in 2009/10. This was a private company which provides broadcast facilities and was formed by my uncle J. Mervyn Williams, who continues to be a major shareholder. I was asked to take the position of Chairman at a time when it was clear that the company was in financial trouble and would require significant restructuring to strength the balance sheet after a period of heavy investment and takeovers. A new business plan was prepared and was agreed by the company s bankers late in 2009, the broadcasting side of the business was greatly reduced in Wales at the beginning of 2010. The Board realised that the plan which had been agreed by the bank could not be implemented and it was decided to place the company under administration and the majority of the companies in the group were sold. John Davies, Authority Member Member of Pembrokeshire Council and Farmer. Managing Director - Cwmbetws Cyf. Director Cwmbetws Cyf. Chair of the Board of Directors and Member - Royal Welsh Agricultural Society Member - Royal Welsh Agricultural Society Management Board. Member - Dyfed Powys Police Authority. Former leader of the Welsh Local Government Association. Former leader Pembrokeshire Council. Two nieces who are employed by television production companies; Mari Grug who presents Y Tywydd (produced by Tinopolis) and Lisa Haf who presents Hacio (produced by ITV Cymru) The Royal Welsh Agricultural Society has a yearly contract with S4C to broadcast Y Sioe Fawr and Y Sioe Aeaf. 5
Dyfrig Jones, Authority Member Lecturer, School of Creative Studies and Media, Bangor University Company Secretary - Tabernacl Cyf. Plaid Cymru Councillor, representing Gerlan Ward on Gwynedd Council. Member - Cyfrwng Committee. Member - Cymdeithas yr Iaith Gymraeg. Member- Cymuned. Member - Dyfodol. Member - Time to Change, Wales s social media advisory group. Former Editor of Barn Magazine. Received payments on occasions as a contributor to television and radio programmes. 6