BT 2009 Annual Report Download - page 157

ADDITIONAL INFORMATION FINANCIAL STATEMENTS REPORT OF THE DIRECTORS BUSINESS AND FINANCIAL REVIEWS OVERVIEW
ADDITIONAL INFORMATION INFORMATION FOR SHAREHOLDERS
155BT GROUP PLC ANNUAL REPORT & FORM 20-F
ADDITIONAL INFORMATION
(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 fee for his services as the Board decide, not exceeding £50,000 a
year and increasing by the percentage increase of the retail prices index (as defined by Section 989 Income Tax Act 2007) 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 or she 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 or she 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.
Retirement of directors
No one is prevented from being or becoming a director because they have reached the age of 70.
At every annual general meeting, any director who was elected or last re-elected a director at or before the annual general meeting held
in the third year before the current year, must retire by rotation. Any director appointed by the directors automatically retires at the next
following annual general meeting. A retiring director is eligible for re-election.
Directors’ borrowing powers
To the extent that the legislation and the Articles allow, the Board can exercise all the powers of the company to borrow money, to
mortgage or charge its business, property and assets (present and future) and to issue debentures and other securities, and give security
either outright or as collateral security for any debt, liability or obligation of the company or another person. The Board must limit the
borrowings of the company and exercise all the company’s voting and other rights or powers of control exercisable by the company in
relation to its subsidiary undertakings so as to ensure that the aggregate amount of all borrowings by the group outstanding, net of
amounts borrowed intra-group among other things, at any time does not exceed £35bn.
Material contracts
Excluding contracts entered into in the ordinary course of business, no contracts have been entered into in the two years preceding the
date of this document by BT or another member of the group which are, or may be, material to the group or contain a provision under
which a member of the group has an obligation or entitlement which is, or may be, material to BT or such other member of the group.