UKOM Governance Charter

1. July 2009 - Dec 2009. All subscribers have paid (or will pay) the fee for their relevant tier direct to UKOM. IAB and AOP ceased to fund UKOM at the end of June 2009 once a formal solution and launch for UKOM was arrived at. At that point it was agreed subscribers would "take over". This fee covers the administration of UKOM and its team, the continued funding of the UKOM establishment survey (via NRS) and the investment with Nielsen to significantly improve and re-profile the panel for UKOM. This is a direct commercial relationship between subscriber and UKOM akin to paying a one-off subscription to a trade body.

2. UKOM & Nielsen. UKOM now has a comprehensive and tight commercial agreement (covering rate structures for subscribers, capped annual increases etc) and Service Level Agreement in place with Nielsen. UKOM also has an established Technical Group in place to oversee and manage the technical development of UKOM and also future improvements and methodology. Via these agreements and the TG, the UKOM board will thus manage Nielsen effectively to ensure quality control, schedule, delivery and future shape of UKOM.

3. Subscribers & Nielsen. From 1st Jan 2010 "UKOM powered by Nielsen" will be a live service and each subscriber will have a direct contract with Nielsen for this. This agreement contains the specific terms and conditions attached to subscription (contract length, payment schedules, termination details etc) and the service levels related to training and support that Nielsen will provide. Nielsen should be the first port of call for any subscriber concerns or queries once UKOM is live in the market.

4. Subscribers & UKOM. Almost all subscribers are members of either IAB or AOP. The UKOM board, chaired by Douglas McArthur, has directors from IAB and AOP who effectively speak for/represent their members. Decision-making at UKOM is therefore by your empowered representatives and AOP/IAB will review UKOM progress/issues at each Executive Committee/Leadership Council and Board meeting to ensure UKOM decision making reflects AOP/IAB members' wishes. Additionally, all AOP/IAB member subscribers are free to send a representative to the TG if they wish (although for practical purposes numbers may have to be limited in the future). In this way subscribers' best interests and views have several channels through which to be heard and taken into consideration as UKOM develops.

On an ongoing basis UKOM will ensure the continued quality control of the product and the performance management of Nielsen. Every subscriber should raise operational queries with Nielsen in the first instance, however UKOM will be there and ready to consider specific issues that arise which require resolution where the direct approach has failed. Beyond this, subscribers should ensure they review UKOM communication coming from either UKOM or their trade body and should ensure they promptly feed concerns, questions and issues of governance into UKOM via their trade body. In this way UKOM will be best-positioned to deliver the most relevant, appropriate and efficient management of the UKOM product and Nielsen as partner.

Summary. The governance process is not unlike a more conventional JIC - ie with trade bodies providing the joined up, efficient and effective management. However, here there is the added comfort for subscribers of having a direct commercial relationship with the supplier (Nielsen). The partnership methodology means that, due to Nielsen's significant contribution, we can deliver an industry-wide planning currency at around 1/3 of the cost of the originally considered JIC. It should be remembered that the 3 year contract required with subscribers is the necessary quid pro quo for that cost-effectiveness from Nielsen.