BT 2013 Annual Report Download - page 99

Governance
Governance 97
Governance
Governance 97
Shareholders and Annual
General Meeting
Relations with shareholders
The Chief Executive and Group Finance Director, as well as other
senior executives, hold meetings with BT’s institutional shareholders
and prospective shareholders to discuss BT’s strategy and financial
performance. The Chairman met with major shareholders during the
year. All non-executive directors, including the Senior Independent
Director, have an invitation to attend investor meetings if they wish.
During the course of the year Patricia Hewitt, as Senior Independent
Director and chair of the Remuneration Committee had a meeting with
several of BT’s top institutional shareholders and bodies representing
institutional investors, to discuss remuneration issues and associated
governance. We control contact with institutional shareholders (and with
financial analysts, brokers and the media) through written guidelines to
ensure the protection of inside information that has not already been
made generally available to the market.
During the year we surveyed 9,000 private shareholders selected at
random to help us improve our engagement with them. In responseto
the survey’s findings we have included more information on BT’sstrategy
in our shareholder communications.
We provide the directors with regular reports and other written briefings
on shareholders’ and analysts’ views and the Company Secretary notifies
directors of changes in the holdings of the principal shareholders.
We have established procedures to ensure the timely release of inside
information and the publication of financial results and regulatory
financial statements. A committee of senior executives, the Disclosure
Committee, which is chaired by the Company Secretary, also reviews all
significant announcements for accuracy and compliance requirements.
Substantial shareholdings
At 3 May 2013 BT had received notification, under the Disclosure &
Transparency Rules issued by the Financial Conduct Authority, in respect
of the following holding of shares representing the percentage holding
of BT’s total voting rights as shown:
Shares % of total voting rights
Invesco Limited 778,912,816 9.88
In addition to the above, BlackRock Inc holds 382,736,261 shares
representing 4.86% of total voting rights and Legal & General
Investment hold 299,864,659 shares representing 3.81% of total
voting rights. No changes in these holdings have been notified to BT in
2012/13.
Annual General Meeting
Resolutions
We will ask our shareholders to vote on the Annual Report at the AGM
and to vote separately on the Report on Directors’ Remuneration.
As part of our policy to involve shareholders fully in the affairs of the
company, we give them the opportunity at the AGM to ask questions
about BT’s activities. We also give shareholders the opportunity to
voteon every substantially different issue by proposing a separate
resolution for each issue. Before the AGM we will count the proxy votes
for and against each resolution, as well as votes withheld, and we will
make the results available at the meeting. As at the 2012 AGM, we will
take votes on all matters at the 2013 AGM on a poll, except procedural
issues. We will count every vote cast, whether in person or by proxy at
the meeting. We will post the outcome of voting on the resolutions 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. While, because of ill health
or other pressing reasons, this may not always be possible, in normal
circumstances this means that the chairs of the
Audit & Risk, Nominating
& Governance
and Remuneration Committees are at the AGM and are
available to answer relevant questions. All the directors attended the
2012 AGM.
We set out the resolutions to be proposed at the 2013 AGM on 17 July,
together with explanatory notes, in the separate Summary financial
statement & notice of meeting 2013 which we send to all shareholders
who have requested a copy. We only send copies of this Annual Report
to shareholders who request a copy. We notify all shareholders of the
publication of these documents which we send out in the most cost-
effective way. We aim to give as much notice of our AGM as possible and
at least 21 clear days’ notice, as required by our Articles of Association.
In practice, we send these documents to shareholders more than 20
working days before the AGM.
We will also propose at the AGM resolutions to re-appoint
PricewaterhouseCoopers LLP as BT’s auditors and to authorise the
directors to agree their remuneration.
We will broadcast the presentation made by the Chairman
and the Chief Executive live on our website at
www.bt.com/btagm2013 and it will be available
after the AGM
Authority to purchase shares
The authority given at last year’s AGM of the company held on 11 July
2012 for BT to purchase in the market 778m of its shares, representing
10% of the issued share capital, expires on 17 July 2013. Shareholders
will be asked to give a similar authority at the AGM.
During 2012/13, 87m shares of 5p each were purchased under this
authority (1% of the share capital) for a consideration of £189m, at
an averageprice of £2.16 per share. During 2012/13, 460m treasury
shares were transferred to meet BT’s obligations under our employee
share plans. At 9 May 2013 a total of 268m shares were retained
as treasury shares. All the shares were purchased in an on-market
programme of buying back BT shares from May 2012 to March 2013.
In addition, the BT Group Employee Share Ownership Trust purchased
44m BT shares for a total consideration of £113m, all of which
continued to be held in the Trust at 9 May 2013.
By order of the Board
Dan Fitz
Group General Counsel & Company Secretary
9 May 2013