Governance ǀ BSI Middle East and Africa ǀ Royal Charter Company

The Board of The British Standards Institution is committed to the highest standards of corporate governance which it considers fundamental to the business success.

The British Standards Institution is a Royal Charter Company and is governed by its Royal Charter and Bye-laws. As it has no share capital BSI is what is termed a “non-profit distributing company” because profits are re-invested back into the business.

As a Royal Charter Company, BSI is not, therefore, subject to the oversight by investors as is found in joint-stock companies but nevertheless applies the principles of the FRC’s UK Corporate Governance Code where applicable and has established internal governance procedures that reflect best practice.

BSI focus on governance begins with the Board, which has a majority of non-executive directors and is able to draw on the experience of individuals of recognized status from many areas of business. The Board is supported by formal Audit, Remuneration and Nominations Committees, on which the Non-executive Directors are the primary participants, as well as by the Standards Policy and Strategy Committee and the Sustainability Committee.

Underpinning the frameworks of internal control and financial management and their related monitoring and compliance systems is the BSI Code of Business Ethics, which sets the ethical values and high standards of integrity that we insist are upheld in every aspect of the way we do business.

The Annual Report of The British Standards Institution sets out in detail the governance framework of the company.

The Board is collectively responsible for the success of the business. It provides entrepreneurial leadership to the organization within a framework of prudent and effective controls. The Board predominately comprises non-executive directors whose wide business experience and independence help ensure the Company maintains the highest standards of leadership and governance. An independent Board Adviser provides additional expertise and experience.

The Board has ultimate responsibility for matters including ensuring compliance with the Company’s Royal Charter and Bye-laws, its strategy and management, organization and structure, financial reporting and controls, internal controls, risk management, approval of significant contracts, determination of corporate policies, consideration of significant matters relating to the raising of finance, acquisitions and disposals, and corporate governance matters.

Board Committees

The Board has established Committees which help ensure BSI meets best practice in corporate governance:

• Audit Committee
• Remuneration Committee
• Nominations Committee
• Sustainability Committee
• Standards Policy and Strategy Committee

Executive Committees

Further Committees are established by (and report to) the Chief Executive:

• Group Executive Committee
• Group Operations Executive Committee
• Banking and General Purpose Committee
• NSB Code of Conduct Oversight Committee
• Certification Body Impartiality Committee
• Certification Body Management Committee

The Board uses the Annual General Meeting to communicate with subscribing members and encourage their participation.