BT 2006 Annual Report Download - page 51

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The Nominating Committee consisted of the Chairman, the
Deputy Chairman, Maarten van den Bergh and John Nelson,
throughout the 2006 financial year. Three of its four members
are independent non-executive directors. The Secretary and,
where appropriate, at the invitation of the Chairman, the Chief
Executive attends the Committee’s meetings.
COMMITTEE ROLE AND ACTIVITIES
The Nominating Committee ensures an appropriate balance of
experience and abilities on the Board, using this evaluation to
review the size and composition of the Board and to
recommend any proposed changes to the Board. It keeps under
review the need for appointments to the Board, prepares a
description of the specific experience and skills needed for an
appointment, considers candidates who are put forward by the
directors and external consultants, and recommends to the
Board the appointments of all directors after having met short-
listed candidates. It also reviews the time required from the
Deputy Chairman and other non-executive directors to carry out
their duties and advises the Board on succession planning for
the positions of the Chairman, Deputy Chairman, Chief
Executive and all other Board appointments. The Committee
met four times during the 2006 financial year. It reviewed
Board succession, the size, profile and composition of the Board
and the Board and Board committee evaluation questionnaire
and process. The Committee also reviewed and recommended
to the Board the continued appointments of non-executive
directors and the new appointments of Matti Alahuhta and Phil
Hodkinson.
The terms of reference of the Nominating Committee are
posted on the company’s website at: www.bt.com/
committees. The minutes of Nominating Committee meetings
are sent, at their request, to directors who are not members of
the Committee.
BOARD EVALUATION
During summer 2005, the Board carried out, through a
questionnaire and discussion with directors, its third formal
evaluation of Board and Board committee performance and
effectiveness. The individual performance of directors was also
evaluated at one-to-one sessions with the Chairman. The
Deputy Chairman, Sir Anthony Greener, the senior independent
director, led the review of the Chairman’s performance in
consultation with the non-executive and executive directors.
The results of that evaluation were considered by the Board
in July 2005. The directors considered BT’s Board processes
and effectiveness to be good. Key areas highlighted were: the
need for continued focus on Board diversity; continued efforts
to maintain visibility of major capital projects (including post
project reviews); and the amount of time available at Board
meetings for more free-ranging discussion. These matters are
being addressed. Further evaluations will be carried out
annually.
Separate questionnaires about Audit Committee effectiveness
were also completed and the results are reviewed on page 48 in
the Report of the Audit Committee.
REPORT OF THE NOMINATING COMMITTEE
Report of the Nominating Committee BT Group plc Annual Report and Form 20-F 2006 49