BT 2014 Annual Report Download - page 83

80 Governance
Who we are
You can read about the directors on the Board and the skills and
experience they each bring to the Board on pages 78 and 79.
The Board consists of the Chairman, the Chief Executive, the Group
Finance Director and six non-executive directors, one of whom is the
Senior Independent Director. It is supported by the Company Secretary.
Iain Conn will join the Board as an independent non-executive director
on 1June 2014, increasing the number of non-executive directors
to seven.
The roles of the Chairman and the Chief Executive are separate.
They are set out in written job descriptions, which have been revised,
reviewed and agreed during the year by the
Nominating &
Governance Committee . They provide clarity on the distinct
responsibilities of each role.
The Board viewed the Chairman as independent at the time of his
appointment. All the non-executive directors met, and continue to meet,
the criteria for independence set out in the Code and the Board therefore
considers them to be independent. The Board comprised a majority of
independent non-executive directors throughout the year.
You can read about the roles of the Board members below.
The Chairman
The Chairman’s role is to
• lead the Board with a culture of openness, debate and appropriate
challenge
• promote the highest standards of corporate governance
• ensure that the Board determines the nature and extent of the
signicant risks BT is willing to embrace in implementing its strategy
• ensure that the Board receives accurate, timely and clear information
and is consulted on all matters important to it
• monitor the contributions and performance of the Board members
• ensure that BT maintains eective communication with shareholders
and communicate their views and concerns to the Board and
• be a key contact for important stakeholders and, together with the
Chief Executive and Senior Independent Director, represent BT in key
strategic and government relationships.
The Chief Executive
The Chief Executive’s role is to
• lead the performance and management of the group
• propose strategies, business plans and policies to the Board
• implement Board decisions, policies and strategy
• develop and promote compliance with BT’s policies on conducting
business globally
• maintain an eective framework of internal controls and risk
management
• lead the Operating Committee in the day-to-day running of the
business end-to-end and
• lead, motivate and monitor the performance of BT’s senior
management team, and focus on succession planning for roles on
the
Operating Committee .
The Non-Executive Directors
A non-executive director’s role is to
• bring experience and independent judgement to the Board and
• constructively challenge and help develop proposals on strategy.
The Senior Independent Director
The Senior Independent Director is an independent non-executive
director whose role is to
• meet with BT’s major institutional shareholders and shareholder
representative bodies when requested and, if necessary, to discuss
matters with them where it would be inappropriate for those
discussions to take place with either the Chairman or the Chief
Executive and
• act as a sounding board for the Chairman and as an intermediary for
the other directors when necessary.
Nick Rose is the Senior Independent Director. He took over from Patricia
Hewitt on 24 March 2014.
The Company Secretary
The Company Secretary’s role is to
• manage the provision of timely, accurate and considered information
to the Board
• recommend corporate governance policies and practices to the
Chairman and the Chief Executive
• implement and communicate corporate governance policies across
the group and
• advise the Board and its committees on corporate governance and
compliance within the group, and appropriate procedures for the
management of their meetings and duties.
The appointment and removal of the Company Secretary is a matter for
the whole Board.
What we have done
The chart below shows how the Board allocated its time. A number of
these areas are also considered by the Board committees.
Allocation of time
21%
Strategy
19%
Finance & Investor Relations
35%
Business & CEO updates
10%
People, Health & Safety
12%
Governance,
Risk & Audit
3%
Other
The Board has a forward programme of business (see below) to ensure
that it allocates sucient time to key areas and that the programme is
suitably exible for items to be added to any particular agenda
as necessary.
The Board