BT 2009 Annual Report Download - page 76

ADDITIONAL INFORMATION FINANCIAL STATEMENTS REPORT OF THE DIRECTORS BUSINESS AND FINANCIAL REVIEWS OVERVIEW
74 BT GROUP PLC ANNUAL REPORT & FORM 20-F
REPORT OF THE DIRECTORS
Relations with shareholders
Senior executives, led by the Chief Executive and the Group Finance
Director and including, as appropriate, the other executive
directors, hold meetings with BT’s major institutional shareholders
and prospective shareholders to discuss BT’s strategy, financial
performance and prospects. The Chairman meets with major
shareholders, at their request, during the year. This may also
include meetings to discuss overall remuneration policies and
governance issues. All non-executive directors have an invitation to
attend investors’ meetings if they wish. Contact with institutional
shareholders (and with financial analysts, brokers and the media) is
controlled by written guidelines to ensure the protection of share
price sensitive information that has not already been made
generally available to the market. The directors are provided with
reports and other written briefings on major shareholders’ and
analysts’ views and are regularly informed by the Company
Secretary about the holdings of the principal shareholders. The
Company Secretary also surveys individual shareholders about the
quality of our shareholder communications.
Established procedures ensure the timely release of share price
sensitive information and the publication of financial results and
regulatory financial statements. All external announcements are
also reviewed for accuracy and compliance requirements by a
committee of senior executives, the Disclosure Committee, which is
chaired by the Company Secretary.
Substantial shareholdings
At 13 May 2009, BT had received notifications from Invesco
Limited, Legal & General Group plc and Barclays PLC, under the
Disclosure and Transparency Rules issued by the Financial Services
Authority, in respect of holdings of 393,631,693 shares,
360,412,112 shares and 360,935,363 shares respectively,
representing holdings of 5.08%, 4.65% and 4.66% of BT’s total
voting rights.
AGM resolutions
We are continuing our policy that shareholders vote on the annual
report at the AGM. Shareholders will also again be asked to vote
separately on the Report on directors’ remuneration.
It is part of our policy to involve shareholders fully in the affairs
of the company and to give them the opportunity at the AGM to
ask questions about BT’s activities and prospects. We also give
shareholders the opportunity to vote on every substantially
different issue by proposing a separate resolution for each issue.
The proxy votes for and against each resolution, as well as votes
withheld, will be counted before the AGM and the results will be
made available at the meeting. This year votes on all matters except
procedural issues will be taken on a poll. Every vote cast, whether in
person or by proxy at the meeting will be counted. The outcome of
voting on the resolutions will be posted on our website as soon as
possible after the meeting. It is our policy for all directors to attend
the AGM if at all possible. Whilst, because of ill health or other
pressing reasons, this may not always be possible, in normal
circumstances this means that the chairmen of the
Audit,
Nominating
and Remuneration committees are at the AGM and are
available to answer relevant questions. All the directors attended
the 2008 AGM.
The resolutions to be proposed at the 2009 AGM at The Barbican
Centre on 15 July, together with explanatory notes, appear in the
separate
Summary financial statement & notice of meeting 2009
which is sent to all shareholders together with the Annual Report &
Form 20-F (if requested). These documents are sent out in the most
cost-effective fashion, given the large number of shareholders. We
aim to give as much notice as possible and at least 21 clear days’
notice, as required by our articles of association. In practice, these
documents are being sent to shareholders more than 20 working
days before the AGM.
Resolutions to reappoint PricewaterhouseCoopers LLP as BT’s
auditors and to authorise the directors to agree their remuneration
will also be proposed at the AGM.
Copies of the speech and presentation made by the Chairman
and the Chief Executive will be broadcast live on the internet at
www.bt.com/btagm2009 After the AGM, they will be available for
viewing on the BT website.
Authority to purchase shares
The authority given at last year’s AGM of the company held on
16 July 2008 for BT to purchase in the market 774m of its shares,
representing 10% of the issued share capital, expires on 15 October
2009. Shareholders will be asked to give a similar authority at
the AGM.
During the 2009 financial year, 143m shares of 5p each were
purchased under this authority (1.75% of the share capital) for a
consideration of £307m, at an average price of £2.15 per share.
For more details, see the table on page 153. During the 2009
financial year 250m treasury shares were cancelled and 91m
treasury shares were transferred to meet BT’s obligations under our
employee share plans. On 13 May 2009 a total of 406m shares
were retained as treasury shares. All the shares were purchased in
an on-market programme of buying back BT shares, started in
November 2003. The programme was suspended with effect from
31 July 2008.
By order of the Board
Andrew Parker
Secretary
13 May 2009
SHAREHOLDERS AND ANNUAL GENERAL MEETING
REPORT OF THE DIRECTORS