Part 3: Public service broadcasters Chapter 2: S4C Section 33: The S4C Board
This section formally replaces S4C’s current governance arrangements with a new unitary board that is composed of both executive and non-executive members, as recommended by the independent review published in 2018.
	Subsection (1) confirms that the BA 1990 is amended to implement the changes in statute. They have already been implemented through standalone agreements between S4C, the Comptroller and Auditor General and the Secretary of State on audit arrangements, and through the creation of a shadow unitary board which already undertakes governance responsibilities, with provision in S4C’s Standing Orders (available on S4C’s website) for specific situations where the differences between the previous model and the unitary board model have required a bespoke approach.
	Subsection (2) amends section 56 of the BA 1990 (Welsh authority to continue in existence as S4C) to confirm that S4C members must only act through the Board - no other board structure may exist.
	Subsection (3) creates a new provision in the BA 1990, section 56A, which establishes S4C’s new unitary board ("the S4C Board") in subsections (1) and (2). Consequential amendments to section 56 of the BA 1990 are made in Schedule 6.
	Subsection (3) of the new section 56 confirms that the S4C Board has overall responsibility for S4C’s activity in pursuit of its duties, including to fulfil the public service remit, and powers. Further duties of the Board are set out in S4C’s Standing Orders, available on S4C’s website.
	Subsection (4) of section 30 of this Act inserts new Schedule 6A in the BA 1990.
	Paragraph 1 of new Schedule 6A confirms the membership of the Board must consist of non-executive and executive members, that there must be five to eight non-executives including the chair, and the Secretary of State has responsibility to appoint the non-executive members and decide how many non-executive members there must be (in accordance with sub-paragraph (2)(b)). The paragraph also sets out that there must be two or three executive members on the Board, including the Chief Executive of S4C (whether permanent or acting), that it is the responsibility of the non-executive members to decide the number of executive members on the Board (in accordance with sub-paragraph (4)(b)) and appoint individuals to those roles, and that any appointments must take into account the range of skills and experience needed for the effective running of S4C.
	Paragraph 2 (sub-paragraphs (1) and (2)) prevents a member or employee of the BBC or OFCOM from being a member of the S4C Board, and, in sub-paragraph (3), requires the Secretary of State to satisfy themselves both before appointment and at intervals throughout their tenure of office that non-executives do not have any financial or other interest likely to conflict with their ability to conduct their duties as S4C Board members.
	Paragraph 3 sets out the details of Board members’ tenure of office, including confirmation that compliance with the members’ terms of appointment is required (sub-paragraph (1)), the restrictions on the tenure of non-executive members (sub-paragraphs (2) and (3)), and the circumstances in which a non-executive member ceases to be a member of the S4C Board (sub-paragraph (4)). The circumstances in which an executive member ceases to be a member of the S4C Board are also set out (sub-paragraphs (5) and (6)).
	Paragraph 4 sets out the arrangements for the payment of remuneration and pensions of members. The Secretary of State is responsible for determining the remuneration and allowances of non-executives, including pensions, allowances of gratuities, and responsibility for payment lies with S4C (sub-paragraphs (1) and (2)). The Secretary of State is also responsible for determining any compensation to be paid to non-executives in the event they cease to be a member of the S4C Board before the end of their term of office, and the Secretary of State determines that there are special circumstances which warrant compensation (sub-paragraphs (3) and (4)).
	Paragraph 5 to 8 set out the arrangements for Board proceedings. Paragraph 5 sub-paragraph (1) allows the S4C Board to determine its own procedures, and sub-paragraph (2) allows the S4C Board to delegate one or more functions to either a committee or one or more individuals who are either a member of the S4C Board or an employee of S4C.
	Paragraph 6 requires the S4C Board to comply with principles of good corporate governance where it is reasonable to regard them as applicable to S4C.
	Paragraph 7 requires members to raise any interests that they may have in any matters to be discussed by the S4C Board at the meeting at which the relevant matter is to be discussed (sub-paragraph (1)). Such a disclosure must be recorded in the minutes of the meeting and the member must not take part in any deliberation or decisions relating to that matter (sub-paragraph (2)). This does not apply if all other members agree that the member’s interest can be disregarded for the purposes of sub-paragraph (2) (sub-paragraph (3)). A general notification of an interest in any matter involving a specified company or firm, and a disclosure made by notice which is considered at the meeting in question rather than the member attending in person, are both permitted (sub-paragraph (4)(a) and (b)). These provisions include meetings of any of the S4C Board’s committees (sub-paragraph 5).
	Paragraph 8 states that any proceedings of S4C or the S4C Board are not affected by any S4C Board vacancies, any defect in the appointment of a member of the S4C Board, or a failure to comply with the requirements of paragraph 7.
	Subsection (5) of section 33 of this Act introduces a transitional arrangement which means that existing members of the current board continue to be members of the S4C Board once this section comes into force, for the remainder of their current tenure and in accordance with their existing terms of appointment (sub-section (2)).