BT 1998 Annual Report Download - page 32

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C O R P O R AT E G O V E R N A N C E
principal institutional shareholders to discuss the
company’s strategy, financial performance and, as and when
necessary, its senior executive remuneration policies and
plans. Contact with institutional shareholders (and financial
analysts, brokers and the press) is controlled by written
guidelines to ensure the protection of share price sensitive
information which has not already been made available
generally to the company’s shareholders.
The company’s policy is to give shareholders the
opportunity to vote on every substantially different issue by
proposing a separate resolution for each issue. The Board’s
opinion is that the re-election and fees of the auditors are
inter-related issues and should therefore be dealt with by
one resolution. Changes to the articles of association are
being proposed this year. These are being dealt with in a
single resolution as changes to the company’s constitution
are a single issue.
It is our policy for all directors to attend the AGM. Whilst,
because of ill health or other pressing reasons, this may not
always be achievable, in normal circumstances this means
the chairman of the Audit and Remuneration Committees is
at the AGM and is available to answer questions referred to
him by the Chairman.
BT’s practice is to post the Annual Report and Notice of
AGM, given the large number of shareholders, in the most
cost-effective manner. We aim to give as much notice as
possible and at least 21 days, as required by our articles
of association.
Statement of BT Business Practice
BT’s policy is to achieve best practice in our standards
of business integrity for all of our activities around the
world. To reinforce our determination to live up to these
standards BT has adopted a Statement of Business Practice
which sets out the principles the group will observe.
A copy is available to every employee. We also require our
agents and contractors to apply these principles when
representing BT.
Pension fund
BT’s main pension fund – the BT Pension Scheme – is
not controlled by the Board, but by trustees, who are
company and union nominees, with an independent
chairman. The trustees look after the assets of the
pension fund, which are held separately from those of the
company. The pension scheme funds can only be used in
accordance with its rules and for no other purpose.
Reporting
A statement by the directors of their responsibilities for
preparing the financial statements is included on page 41.
A report to the company by the auditors, Coopers &
Lybrand, on corporate governance matters is set out
on page 29.