BT 2009 Annual Report Download - page 75

ADDITIONAL INFORMATION FINANCIAL STATEMENTS REPORT OF THE DIRECTORS BUSINESS AND FINANCIAL REVIEWS OVERVIEW
REPORT OF THE DIRECTORS
73BT GROUP PLC ANNUAL REPORT & FORM 20-F
REPORT OF THE DIRECTORS BUSINESS POLICIES
operational, financial and risk reporting. Additional scrutiny of
contracts and cost transformation plans have been put in place and
will continue to be conducted on a rigorous and regular basis
involving strong independent oversight of assumptions and
estimates for new and existing contracts. We are also placing
greater focus on profitable sectors, setting stringent win criteria
and enhancing due diligence around our ability and readiness to
meet our delivery requirements on all major contracts.
US Sarbanes-Oxley Act of 2002
BT has securities registered with the US Securities and Exchange
Commission (SEC). As a result, we must comply with those
provisions of the Sarbanes-Oxley Act applicable to foreign issuers.
We comply with the legal and regulatory requirements introduced
pursuant to this legislation, in so far as they are applicable.
It is the opinion of the Board that the
Audit Committee includes
in the person of Phil Hodkinson a member who is an ‘audit
committee financial expert’, and who is independent (as defined
for this purpose). The Board considers that the Committee’s
members generally have broad commercial knowledge and
extensive business leadership experience, having held – between
them – various prior roles in major business, Government and
financial management, treasury and financial function supervision
and that this constitutes a broad and suitable mix of business,
financial, management and IT experience on the Committee.
The code of ethics adopted for the purposes of the
Sarbanes-Oxley Act is posted on the company’s website at
www.bt.com/ethics The code applies to the Chief Executive,
Group Finance Director and senior finance managers.
Disclosure controls and procedures
The Chief Executive and Group Finance Director, after evaluating
the effectiveness of BT’s disclosure controls and procedures as of
the end of the period covered by this Annual Report & Form 20-F,
have concluded that, as of such date, BT’s disclosure controls and
procedures were effective to ensure that material information
relating to BT was made known to them by others within the group.
The Chief Executive and Group Finance Director have also provided
the certifications required by the Sarbanes-Oxley Act.
Internal control over financial reporting
BT’s management is responsible for establishing and maintaining
adequate internal control over financial reporting for the group.
Internal control over financial reporting is designed to provide
reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external reporting
purposes in accordance with IFRS. Management conducted an
assessment of the effectiveness of internal control over financial
reporting based on the framework for internal control evaluation
contained in the Turnbull Guidance.
Based on this assessment, management has concluded that as at
31 March 2009, BT’s internal control over financial reporting was
effective.
There were no changes in BT’s internal control over financial
reporting that occurred during the 2009 financial year that have
materially affected, or are reasonably likely to have materially
affected, the group’s internal control over financial reporting. Any
significant deficiency, as defined by the US Public Company
Accounting Oversight Board (PCAOB), in internal control over
financial reporting, is reported to the
Audit Committee .
PricewaterhouseCoopers LLP, which has audited the
consolidated financial statements of the group for the 2009
financial year, has also audited the effectiveness of the group’s
internal control over financial reporting under Auditing Standard
No.5 of the PCAOB. Their report is on page 78.