BT 2013 Annual Report Download - page 89

Governance
Governance 87
Governance
Governance 87
Outside appointments
The committee believes that there are significant benefits, to both the
company and the individual, from executive directors accepting non-
executive directorships of companies outside BT. The committee will
consider up to two external appointments (of which only one may be to
the board of a major company), for which a director may retain the fees.
Ian Livingston receives an annual fee of £25,000 as a non-executive
director of Celtic and an additional annual fee of £5,000 for chairing the
audit committee. Gavin Patterson is a non-executive director of British
Airways for which he receives an annual fee of £50,000 and the benefit
of free BA flights.
Directors’ interests
The interests of directors holding office at the end of the year, and their
families, in the company’s shares at 31 March 2013 and 1 April 2012, or
at date of appointment if later, are shown below:
Number of shares
Beneficial holdings 2013 2012
Sir Michael Rake 129,418 116,430
I Livingstona 2,391,549 1,270,335
T Chanmugama 543,318 251,149
G Pattersona 1,060,557 486,986
T Ball 21,950 15,000
P Hewitt 18,234 18,234
P Hodkinson 22,857 22,857
N Rose 50,000 50,000
K Richardsonb 3,000 –
J Whitbread 5,190 2,940
Total 4,246,073 2,233,931
a Includes free shares awarded under the ESIP.
b Shares are held as 300 American Depositary Shares (ADS). One ADS equates to 10 BT Groupplc
ordinary shares.
During the period from 1 April 2013 to 9 May 2013, there were no
movements in directors’ beneficial holdings.
The directors, as a group, beneficially own less than 1% of the
company’s shares.
Voting at the 2012 Annual General Meeting
The votes cast in respect of the Directors’ Remuneration Report at the
Annual General Meeting held on 11 July 2012 were:
Votes cast in favour % Votes cast against %
4,669,900,327 95.58% 216,108,429 4.42%
99,916,456 votes were withheld. A vote withheld is not counted when
calculating voting outcomes.
Total Shareholder Return
This graph illustrates the performance of BT Group plc measured by
TSR relative to a broad equity market index over the past five years. We
consider the FTSE100 to be the most appropriate index against which
to measure performance, as BT has been a constituent of the FTSE100
throughout the five-year period, and the index is widely used. TSR is the
measure of the returns that a company has provided for its shareholders,
reflecting share price movements and assuming reinvestment of
dividends.
BT's TSR performance vs the FTSE100
BT FTSE 100
20
0
100
80
60
40
120
140
160
180
31 March 2008 = 100
2007/08 2008/09 2009/10 2010/11 2011/12 2012/13
Source: Datastream
The graph shows the relative TSR performance
of BT and the FTSE100 over the past five years.