BT 2009 Annual Report Download - page 54

ADDITIONAL INFORMATION FINANCIAL STATEMENTS REPORT OF THE DIRECTORS BUSINESS AND FINANCIAL REVIEWS OVERVIEW
52 BT GROUP PLC ANNUAL REPORT & FORM 20-F
THE BOARD
Introduction
BT Group plc is the listed holding company for the BT group of
companies: its shares are listed on the London Stock Exchange and
on the New York Stock Exchange in the form of American
Depositary Shares.
The directors submit their report and the audited financial
statements of the company, BT Group plc, and the group, which
includes its subsidiary undertakings, for the 2009 financial year.
The Business review, Other matters and Financial review
sections on pages 8 to 48 form part of this report. The audited
financial statements are presented on pages 79 to 135 and 141.
We are committed to operating in accordance with best practice
in business integrity, maintaining the highest standards of financial
reporting, corporate governance and ethics. The directors consider
that BT has, throughout the year, complied with the provisions set
out in Section 1 of the 2006 Combined Code on Corporate
Governance (the Code) and applied the principles of the Code as
described in this Report.
Directors
The names and biographical details of the directors are given on
pages 50 to 51 in Board of Directors and Operating Committee.
Changes to the composition of the Board from 1 April 2008 are
set out in the table below:
Ian Livingston, formerly Chief Executive, BT Retail, succeeded
Ben Verwaayen as Chief Executive, BT Group on 1 June 2008. Gavin
Patterson replaced Ian Livingston as Chief Executive, BT Retail, on
1 May 2008. François Barrault resigned as Chief Executive, BT
Global Services and as a director on 30 October 2008. He was
succeeded by Hanif Lalani, formerly Group Finance Director. Tony
Chanmugam joined the Board and succeeded Hanif Lalani as Group
Finance Director on 1 December 2008. Maarten van den Bergh
who is Deputy Chairman and the senior independent director will
step down from the Board at the conclusion of the 2009 AGM. His
successor will be announced in due course. Matti Alahuhta is
stepping down as a non-executive director on 31 May 2009.
Governance and role of the Board
The Board, which operates as a single team, is made up of the part-
time Chairman, the Chief Executive, three other executive directors
and eight non-executive directors. All the non-executive directors
during the 2009 financial year met, and continue to meet, the
criteria for independence set out in the Combined Code and are
therefore considered by the Board to be independent. The Board
viewed the Chairman as independent at the time of his
appointment. In line with BT’s policy, the Board comprised a
majority of independent non-executive directors throughout the
2009 financial year.
The Board’s main focus is overall strategic direction, development
and control. It approves BT’s:
values;
business practice policies;
strategic plans;
annual budget;
capital expenditure and investments budgets; larger capital
expenditure proposals; and
the overall system of internal controls, governance and
compliance authorities.
The Board also oversees controls, operating and financial
performance and reviews the risk register. These responsibilities are
set out in a formal statement of the Board’s role which is available
at www.bt.com/board The Board has agreed the corporate
governance framework, including giving authority to the key
management committee, the
Operating Committee , to make
decisions on operational and other matters. The roles and powers of
this Committee are set out below.
The Board normally meets nine times each year. The Board met
12 times during the 2009 financial year.
The roles of the Chairman and the Chief Executive are separate.
They are set out in written job descriptions, approved by the
Nominating Committee . As well as chairing the Board, the
Chairman consults the non-executive directors, particularly the
Deputy Chairman, on corporate governance issues, matters
considered by the
Nominating Committee , which the Chairman
chairs, and the individual performance of the non-executive
directors. The Chairman and the non-executive directors hold
regular meetings at which they discuss matters without the
executive directors being present. With the Chief Executive and the
Company Secretary, the Chairman ensures that the Board is kept
properly informed, is consulted on all issues reserved to it and that
its decisions are made in a timely and considered way that enables
the directors to fulfil their fiduciary duties. The Chairman ensures
that the views of the shareholders are known to the Board and
considered appropriately. He represents BT in specified strategic
and Government relationships, as agreed with the Chief Executive,
and generally acts as the bridge between the Board and the
executive team, particularly on BT’s broad strategic direction. The
Chairman’s other current significant commitments are shown in
Board of Directors and Operating Committee above. The Chief
Executive has final executive responsibility, reporting to the Board,
for the success of the group.
The Company Secretary manages the provision of timely,
accurate and considered information to the Board for its meetings
and, in consultation with the Chairman and Chief Executive, at
other appropriate times. He recommends to the Chairman and the
Chief Executive, for Board consideration where appropriate,
corporate governance policies and practices and is responsible for
communicating and implementing them. He advises the Board on
appropriate procedures for the management of its meetings and
duties (and the meetings of the main committees), as well as
corporate governance and compliance within the group. The
appointment and removal of the Company Secretary is a matter for
the whole Board; for instance, the Board approved the change of
Company Secretary from 1 April 2008.
Former directors Date of change
Ben Verwaayen 30 June 2008
François Barrault 30 October 2008
New directors
Tony Chanmugam 1 December 2008
Eric Daniels 1 April 2008
Gavin Patterson 1 June 2008
REPORT OF THE DIRECTORS
REPORT OF THE DIRECTORS