BT 2014 Annual Report Download - page 106

103
Governance
Governance
Chairman and non-executive director remuneration
The fees for non-executive directors, and the fees for the Chairman,
were reviewed during the year. The last review of non-executive director
fees was in January 2011. The Chairman and executive directors
conducted the review, and considered the role and requirements of BT,
together with the fees paid to non-executive directors at companies
of a similar sie and complexity. Company comparator information was
provided by Deloitte, independent advisors to the committee, using the
same comparator group of companies as for executive remuneration.
Following the review, the basic fee for a non-executive director was
increased to £67,500 per year from 1 January 2014 (from £62,000).
The Chairman
’ s fee was reviewed by the committee (of which he is not a
member). His fee did not increase after this review and is £650,000 per
year (2012/13 £650,000).
Additional fees are paid for membership and chairing a Board committee,
details of which are given in the table below
Committee Member fee Committee Chair fee
Audit & Risk £17,500 £30,000
Remuneration £12,500 £25,000
Nominating & Governance £7,500 n/aa
BT Pensions £7,500 £15,000
CSRBb£5,000 n/aa
Equality of Access Board n/a £72,500
a Where the Chairman acts as Chair of a Board committee, no additional committee chair
fee is payable.
b External members of the CSRB receive a fee of £10,000 per annum.
The Senior Independent Director receives an additional fee of £27,000
for that position.
An additional fee of £2,000 per trip is paid to those non-executive
directors travelling from overseas on an inter-continental basis to
Boardand Board committee meetings.
The Remuneration Committee
This section describes the membership and role of the committee.
Who we are
Tony Ball chairs the Remuneration Committee, made up of independent
non-executive directors, which met eight times during the year.
Ourmembership and meeting attendance are set out below.
Committee members
Meetings
Member Eligible to attend Attended
Tony Ball (Chairman)a87
Rt Hon Patricia Hewittb88
Nick Rose 88
a Tony Ball became chairman on 24 March 2014.
b Patricia +ewitt retired from the Board on 23 March 2014.
Karen Richardson joined the committee on 1 May 2014.
Other Remuneration Matters
In addition to the committee members, the Chairman and Chief
Executive are invited to attend meetings, except in instances where
their own remuneration is discussed, or other circumstances where
theirattendance would not be appropriate.
The committee regularly consults the Chief Executive, the Group People
Director, the HR Director, Reward and Pensions, and the Group General
Counsel and Company Secretary.
Advisors
During the year, the committee received independent advice on
executive remuneration matters from Deloitte. Deloitte received
£138,000 in fees for these services. The fees are charged on a time
spent basis in delivering advice that materially assisted the committee
intheir consideration of matters relating to executive remuneration.
Deloitte is a founder member of the Remuneration Consultants Group
and as such, voluntarily operates under the code of conduct in relation
toexecutive remuneration consulting in the UK.
The committee appointed Deloitte to the role of independent advisors
to the committee in 2012 following a competitive tender exercise
conducted by the committee.
The committee is comfortable that the Deloitte engagement partner and
team, which provide remuneration advice to the committee,
do nothave connections with BT Group plc that may impair their
independence or objectivity. In addition, during 2013/14, Deloitte also
provided the company with advice on corporate and indirect taxes,
assistance with regulatory, risk and compliance issues and additional
consultancy services.
Outside appointments
The committee believes that there are signicant benets, 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.
Gavin Patterson is a non-executive director of British Airways for which
he receives an annual fee of £50,000 and the benet of free BA ights.
Ian Livingston received an annual fee of £25,000 as a non-executive
director of Celtic and an additional annual fee of £5,000 for chairing
their audit committee.
Voting at the 2013 Annual General Meeting
The votes cast in respect of the Directors’ Remuneration Report at the
Annual General Meeting held on 17 July 2013 were
Votes cast in favour %  Votes cast against  %
4,817,861,382 97.78% 109,334,198  2.22%
118,310,679 votes were withheld. A vote withheld is not counted when
calculating voting outcomes.
Committee evaluation
The committee reviews its performance with Board members and other
participants, including through the annual Board evaluation. During the
year the triennial external evaluation of the Board began, including the
Remuneration Committee, more information is provided on page 82.