BT 2014 Annual Report Download - page 80

77
Governance
Governance
How we govern the group
Our governance structure
The Board has ultimate responsibility for the management of the group. There are a number of Board committees, as set out below, to which the
Board has delegated certain key matters.
The Board
The Board is responsible for the group’s strategy and for overseeing the
group’s performance as well as discharging certain legal responsibilities.
The Board delegates day-to-day responsibility to executive management.
There remain, however, a number of matters reserved for the Board.
The Board’s focus is on strategy development growing shareholder
value oversight and control and corporate governance.
The Board approves strategic plans the annual budget capital
expenditure and investment budgets large capital expenditure and
investment proposals and matters of major strategic importance.
The Board also sets the direction for the group’s values, ethics and
business policies and practices. It also oversees operating and nancial
performance risk management and internal controls compliance and
major public policy issues and reviews the Group Risk Register.
You can read about the Board’s activities and how it has applied
governance eectively during the year on pages 80 to 82.
<ou can view a formal statement of the Boardos role at
www.bt.comboard
Board committees
The Board sets the corporate governance framework. The Board committees
have terms of reference setting out their responsibilities and authorities.
These are kept under review and changes are approved by the Board.
<ou can view the committeeso terms of reference at
www.bt.comcommittees
We set out below a summary of the role of each committee. You can read
about what each committee has done during the year in its report or in
the case of the
Operating Committee you can nd greater detail on its
role on page 22.
Audit & Risk Committee
The Audit & Risk Committee is responsible for the following areas
nancial and narrative reporting internal controls and risk management
internal audit and external audit.
It reviews the group’s risk prole and current risk exposure and also
endorses a programme for testing the risk mitigation and controls
underpinning the group’s assessment of residual risk.
It also reviews disclosures in BT’s published nancial results, the Annual
Report & Form 20-F, and other published information for regulatory
compliance. It assesses the performance of the external auditors annually
and recommends whether they should be re-appointed. It also monitors
the external auditors’ independence.
Nominating & Governance Committee
The Nominating & Governance Committee makes sure that the Board
has an appropriate balance of skills and experience, independence and
knowledge of the group. It makes recommendations to the Board on
appointments and re-appointments to the Board. It also advises the
Board on succession planning for Board appointments.
The committee oversees and monitors BT’s governance framework and
core compliance programmes, with a focus on non-nancial assurance.
Remuneration Committee
The Remuneration Committee agrees the framework for the
remuneration of the Chairman, the executive directors and certain senior
executives. This includes the broad policy for cash remuneration, bonus
awards, pension arrangements, executive share plans, service contracts
and termination arrangements. It approves new executive share plans
and any changes to existing share plans which do not require shareholder
approval and recommends to the Board such plans/changes which do
require shareholder approval.
BT Pensions Committee
The BT Pensions Committee principally focuses on oversight of the
BTPension Scheme (BTPS). This includes responsibility for considering
pension policy and strategy matters signicant to the group making
recommendations to the Board on the BTPS triennial funding valuation
and associated recovery plan discussing the BTPS investment strategy
and monitoring its performance and reviewing and approving BT’s risk
management activities in relation to the BTPS.
Committee for Sustainable and Responsible Business
The Committee for Sustainable and Responsible Business develops
BT’s strategy to be a responsible and sustainable business. It oversees
corporate responsibility, environmental and community activities and
the Better Future programme.
Equality of Access Board
The Equality of Access Board (EAB) monitors, reports and advises BTon
its compliance with the Undertakings given by BT to Ofcom. The EAB
reports regularly to the Board and publishes an annual report to Ofcom.
<ou can Ƭnd full details of the EAB committee members and its remit
in the EAB report on our website at www.bt.comeab
Operating Committee
The Operating Committee is the key management committee and makes
decisions on operational and other matters in accordance with the
framework established by the Board.
BT Group plc Board
Audit & Risk
Committee
Nominating
& Governance
Committee
Remuneration
Committee
Operating Committee
BT Pensions
Committee
Committee for
Sustainable and
Responsible Business
Equality of
Access{Board
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www.bt.comeab
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