BT 2014 Annual Report Download - page 118

115
Governance
Governance
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 nancial
performance. The Chairman met with major shareholders during the
year. All non-executive directors have an invitation to attend investor
meetings if they wish.
During the course of the year, Patricia Hewitt, and subsequently
Tony Ball, as chair of the
Remuneration Committee, met with
bodies representing institutional investors to discuss, in particular,
remunerationissues.
We control contact with institutional investors (and with nancial
analysts, brokers and the media) through written guidelines to ensure
the protection of commercial and inside information that has not already
been made generally available to the market.
During the year, we surveyed 10,000 private shareholders selected at
random to help us improve our engagement with them. In response
to the survey’s ndings, we have included more information on BT’s
nancial performance, strategy and future plans in our shareholder
communications.
We provide the directors with regular reports and other written
briengs on shareholders’ and analysts’ views and the Company
Secretary noties directors of changes in the holdings of the principal
shareholders. We have procedures to ensure the timely release of inside
information and for the publication of nancial results and regulatory
nancial statements. The Disclosure Committee, a committee of senior
executives, which is chaired by the Company Secretary, also reviews all
signicant announcements for accuracy and compliance requirements.
Substantial shareholdings
At 1 May 2014, BT had received notication, under the Disclosure &
Transparency Rules issued by the Financial Conduct Authority, in respect
of the following holding of shares
Shares
% of total
voting
rights
Legal & General plc 236,206,686 Below 3%
In addition to the above, BlackRock Inc holds 458,851,515 shares
representing 5.79% of total voting rights and Invesco Limited holds
518,314,737 shares representing 6.54% of total voting rights.
Nochanges in these holdings have been notied to BT in 2013/14.
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.
Following a change in legislation since the 2013 AGM, approval of the
latter is now sought in two parts.
As part of our policy to involve shareholders fully in the aairs 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 dierent 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 2013 AGM, we will take
votes on all matters at the 2014 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
2013 AGM.
We set out the 21 resolutions to be proposed at the 2014 AGM on
16July, together with explanatory notes, in the separate Notice of
meeting 2014 which we send to all shareholders who have requested
shareholder documents by post. We notify all shareholders of the
publication of these documents, which we send out in the most cost-
eective 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 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btagm2014
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 17 July
2013, for BT to purchase in the market 788m of its shares, representing
10% of the issued share capital, expires on 16 July 2014. Shareholders
will be asked to give a similar authority at the 2014 AGM.
During 2013/14, 27m shares of 5p each were purchased under this
authority (0.34% of the share capital) for a consideration of £98m, at an
average price of £3.52 per share. During 2013/14, 66m treasury shares
were transferred to meet BT’s obligations under our employee share
plans. At 7 May 2014, a total of 231m shares were retained as treasury
shares. All the shares were purchased in an on-market programme of
buying back BT shares from May 2013 to March 2014.
In addition, the BT Group Employee Share Ownership Trust purchased
59m BT shares for a total consideration of £204m, all of which
continued to be held in the Trust at 7 May 2014.
As permitted by the Companies Act, we have chosen to include in the
Strategic Report the following information (required by law to be
included in the Report of the Directors)
• the nal dividend proposed by the Board (page 59)
• an indication of likely future developments in the business of the
company (see the Strategic Report on pages 13 to 74)
• an indication of our R&D activities (page 28)
• information about our people (page 24) and
• information about greenhouse gas emissions (page 47).
By order of the Board
Dan Fitz
Group General Counsel & Company Secretary
7 May 2014