BT 2003 Annual Report Download - page 150

(g) Untraced shareholders
BT may sell any shares after advertising its intention and waiting for three months if the shares have been in issue
for at least 10 years, during that period at least three dividends have become payable on them and have not been
claimed and BT has not heard from the shareholder or any person entitled to the dividends by transmission.
The net sale proceeds belong to BT, but it must pay those proceeds to the former shareholder or the person
entitled to them by transmission if that shareholder, or that other person, asks for them.
(h) General meetings of shareholders
Every year the company must hold an annual general meeting. The Board can call an extraordinary general
meeting at any time and, under general law, must call one on a shareholders’ requisition.
(i) Limitations on rights of non-resident or foreign shareholders
The only limitation imposed by the Articles on the rights of non-resident or foreign shareholders is that
a shareholder whose registered address is outside the UK and who wishes to receive notices of meetings of
shareholders or documents from BT must give the company an address within the UK to which they may be sent.
(j) Directors
Directors’ remuneration
Excluding remuneration referred to below, each director will be paid such fees for his services as the Board
decide, not exceeding £50,000 a year and increasing by the percentage increase of the UK Retail Prices Index
(as defined by Section 833(2) Income and Corporation Taxes Act 1988) for any 12-month period beginning
1 April 1999 or an anniversary of that date. The company may by ordinary resolution decide on a higher sum.
This resolution can increase the fee paid to all or any directors either permanently or for a particular period.
The directors may be paid their expenses properly incurred in connection with the business of the company.
The Board can award extra fees to a director who holds an executive position; acts as chairman or deputy
chairman; serves on a Board committee at the request of the Board; or performs any other services which
the Board consider extend beyond the ordinary duties of a director.
The directors may grant pensions or other benefits to, among others, any director or former director
or persons connected with them. However, BT can only provide these benefits to any director or former director
who has not been an employee or held any other office or executive position in the company or any of its
subsidiary undertakings, or to relations or dependants of, or people connected to, those directors or former
directors, if the shareholders approve this by passing an ordinary resolution.
Directors’ votes
A director need not be a shareholder, but a director who is not a shareholder can still attend and speak
at shareholders’ meetings.
Unless the Articles say otherwise, a director cannot vote on a resolution about a contract in which the director
has a material interest (this will also apply to interests of a person connected with the director). The director
can vote if the interest is only an interest in BT shares, debentures or other securities. A director can, however,
vote and be counted in a quorum in respect of certain matters in which he is interested as set out in the Articles.
Subject to the relevant legislation, the shareholders can by passing an ordinary resolution suspend or relax,
among other things, the provisions relating to the interest of a director in any contract or arrangement or relating
to a director’s right to vote and be counted in a quorum on resolutions in which he is interested to any extent or
ratify any particular contract carried out in breach of those provisions.
Directors’ interests
If the legislation allows and the director has disclosed the nature and extent of the interest to the Board,
the director can:
(i) have any kind of interest in a contract with or involving BT (or in which BT has an interest or with or involving
another company in which BT has an interest);
(ii) have any kind of interest in a company in which BT has an interest (including holding a position in that
company or being a shareholder of that company);
(iii) hold a position (other than auditor) in BT or another company in which BT has an interest on terms and
conditions decided by the Board; and
(iv) alone (or through some firm with which the director is associated) do paid professional work (other than
as auditor) for BT or another company in which BT has an interest on terms and conditions decided
by the Board.
A director does not have to hand over to BT any benefit received or profit made as a result of anything permitted
to be done under the Articles.
When a director knows that they are interested in a contract with BT they must tell the other directors.
Additional information for shareholders
BT Annual Report and Form 20-F 2003 149