BT 2009 Annual Report Download - page 72

ADDITIONAL INFORMATION FINANCIAL STATEMENTS REPORT OF THE DIRECTORS BUSINESS AND FINANCIAL REVIEWS OVERVIEW
70 BT GROUP PLC ANNUAL REPORT & FORM 20-F
Election and re-election
All directors are required by BT’s articles of association to be elected
by shareholders at the first annual general meeting (AGM) after
their appointment, if appointed by the Board. A director must
subsequently retire by rotation at an AGM at intervals of not more
than three years. The director may seek re-election.
Accordingly, Tony Chanmugam, having been appointed as a
director by the Board, retires at the forthcoming AGM and will be
proposed for election. Clay Brendish and Phil Hodkinson retire by
rotation and will be proposed for re-election. Details of these
directors’ contracts of appointment are included in the Report on
directors’ remuneration. The following two directors are due to
retire by rotation but will not seek re-election. Matti Alahuhta will
leave the Board on 31 May 2009 after serving for just over three
years and Maarten van den Bergh will retire at the conclusion of the
AGM after serving on the Board for almost nine years.
Meetings attendance
The following table shows the attendance of directors at meetings
of the Board and
Audit, Nominating and Remuneration Committees
during the 2009 financial year.
Audit Nominating Remuneration
Board Committee Committee Committee
Number of meetings held
12525
Number of meetings attended (maximum possible)
Sir Michael Rake 12(12) – 2(2) 4(5)
Matti Alahuhta 9(12) – – 4(5)
François Barraulta5(6) – – –
Maarten van den Bergh 10(12) 3(5) 2(2) 5(5)
Clay Brendish 12(12) 5(5) 2(2) –
Tony Chanmugamb4(4) – – –
Eric Daniels 10(12) 2(2) – 4(4)
Patricia Hewitte11(12) 4(4) – –
Phil Hodkinsone11(12) 5(5) 1(2) –
Hanif Lalanie11(12) – – –
Deborah Lathene10(12) – – 5(5)
Ian Livingston 12(12) – – –
Gavin Pattersonc,e 9(10) – – –
Carl Symon 12(12) 5(5) – 5(5)
Ben Verwaayend2(3) – – –
aResigned as a director on 30 October 2008
bAppointed to the Board on 1 December 2008
cAppointed to the Board on 1 June 2008
dResigned from the Board on 30 June 2008
eAll scheduled Board meetings attended
Service agreements
The Chairman and executive directors have service agreements,
which are approved by the
Remuneration Committee . Information
about the periods of these contracts is in the Report on directors’
remuneration.
Training and information
On appointment, directors take part in an induction programme
when they receive information about BT, the role of the Board and
the matters reserved for its decision, the terms of reference and
membership of the main Board committees, and the powers
delegated to those committees, BT’s corporate governance policies
and procedures, including the powers reserved to the group’s most
senior executives, and the latest financial information. There are
also visits to key BT locations and meetings with members of the
REPORT OF THE DIRECTORS
Operating Committee and other key senior executives.
Directors are continually updated on BT’s business, the competitive
and regulatory environments in which it operates, technology and
corporate responsibility matters and other changes affecting BT and
the communications industry as a whole, by written briefings and
meetings with senior BT executives. The Board also has two lengthy
sessions annually to discuss strategy. Directors are also advised on
appointment of their legal and other duties and obligations as a
director of a listed company, both in writing and in face-to-face
meetings with the Company Secretary. They are reminded of these
duties each year and they are also updated on changes to the legal,
accounting and governance requirements affecting the company
and themselves as directors. During the 2009 financial year, for
example, they received briefings on changes to UK company law
and on various corporate governance matters through monthly
Secretary’s Reports. The Chairman also sends a weekly e-mail to
non-executive directors with topical sector highlights.
Guidelines govern the content, presentation and delivery of
papers for each Board meeting, so that the directors have enough
information to be properly briefed sufficiently far ahead of each
Board meeting and at other appropriate times, and to take account
of their duties as directors.
Independent advice
The Board has a procedure for directors, in carrying out their duties,
to take independent professional advice if necessary, at BT’s
expense. All directors also have access to the advice and services of
the Company Secretary.
Directors’ and officers’ liability insurance
and indemnity
For some years BT has purchased insurance to cover the directors
and officers of BT Group plc and its subsidiaries (and the BT
nominated directors of associated companies and joint ventures)
against defence costs and civil damages awarded following an
action brought against them in that capacity. The insurance
operates to protect the directors and officers directly in
circumstances where by law BT cannot provide an indemnity and
also provides BT, subject to a retention, with cover against the cost
of indemnifying a director or officer. At the date on which this
report was approved, and throughout the 2009 financial year, the
company’s wholly owned subsidiary, British Telecommunications
plc, has provided an indemnity in respect of a similar group of
people who would be covered by the above insurance. Neither the
insurance nor the indemnity provides cover where the person has
acted fraudulently or dishonestly.
Interest of management in certain
transactions
During and at the end of the 2009 financial year, none of BT’s
directors was materially interested in any material transaction in
relation to the group’s business and none is materially interested in
any presently proposed material transactions.
DIRECTORS’ INFORMATION
REPORT OF THE DIRECTORS