BT 2014 Annual Report Download - page 113

110 Governance
The table below sets out the remuneration policy for non-executive directors.
Non-executive director fees
Element/purpose and link to strategy Operation Opportunity
Purpose – core element of
remuneration, paid for fullling the
relevant role
• NEDs receive a basic fee, paid monthly in respect
of their board duties.
• Further fees may be paid for chairmanship or
membership of Board committees or to the
Senior Independent Director.
• Additional fees up to £2,000 may also
be payable to NEDs travelling regularly
fromoverseas on an intercontinental basis to
Board and committee meetings.
• NEDs are not eligible for annual bonus, share
incentives, pensions or other benets.
• Fees are typically reviewed annually.
• Expenses incurred in the performance of
non-executive duties for the company may be
reimbursed or paid for directly by the company,
as appropriate.
• Current fee levels can be found in the Annual
Report on Remuneration on page 103.
• Fees are set at a level which is considered
appropriate to attract and retain NEDs of the
necessary calibre.
• Fee levels are normally set by reference to the
level of fees paid to NEDs serving on boards of
similarly-sied, UK-listed companies, taking
into account the sie, responsibility and time
commitment required of the role.
• The company’s Articles of Association provide
the maximum fee level is payable. The maximum
is based on NED fees benchmarked as at 1 April
1999 with increases linked to the Retail
Price Index.
Directors’ service agreements and letters of appointment
The dates on which directors’ initial service agreements/letters of appointment commenced and the current expiry dates are as follows
Chairman and executive directors Commencement date Expiry date of current service agreement or letter of appointment
Sir Michael Rake 26 September 2007 The agreement is terminable by the company on 12 months’
notice and by the director on six months’ notice.
Gavin Pattersona10 September 2013
Initial term until 10 September 2014, and thereafter terminable
by the company on 12 months’ notice and by the director on
sixmonths’ notice.
Tony Chanmugam 1 October 2013
Initial term until 1 October 2014 and thereafter terminable
by the company on 12 months’ notice and by the director on
sixmonths’ notice.
Non-executive directors
Phil Hodkinson 1 February 2006
Letter of appointment was for an initial period of three years.
The appointment was extended for a further three years in
February2012 following extension in 2009.
Tony Ball 16 July 2009 Letter of appointment was for an initial period of three years. The
appointment was extended for a further three years in June 2012.
Nick Rose 1 January 2011
Letter of appointment was for an initial period of three years.
The appointment was extended for a further three years in
December2013.
Jasmine Whitbread 19 January 2011
Letter of appointment was for an initial period of three years.
The appointment was extended for a further three years in
December2013.
Karen Richardson 1 November 2011
Warren East 1 February 2014 Letters of appointment are for an initial period of three years.
Iain Conn 1 June 2014
a Gavin Pattersonos service agreement was updated on 16 September 2013 due to his appointment as Chief Executive. +is previous service agreement commenced on 1 June 2008.
There are no other service agreements, letters of appointment or material contracts, existing or proposed, between the company and any of the
directors. There are no arrangements or understandings between any director or executive ocer and any other person pursuant to which any
director or executive ocer was selected to serve. There are no family relationships between the directors.
Tony Ball
Chairman of the Remuneration Committee
7 May 2014