BT 2014 Annual Report Download - page 89

86 Governance
Nominating
Board membership and succession
At each meeting we considered succession planning and the composition
of the Board. We agreed the importance of having diversity on the
Board, including cultural and geographic experience. We noted that
the Chairman continues to review executive director succession with
the Chief Executive, who also briefed us on the active management
of the careers of BT’s high potential individuals. As a result of our
succession discussions, we were able to move quickly when the need
arose to appoint a new Chief Executive. Patricia Hewitt also met with
non-executive directors to discuss succession plans for BT Group’s
chairmanship.
We have a skills matrix against which we evaluate candidates whether
identied by the Board or external consultants during the year.
Werefreshed our skills matrix and assessed the relevant skills that the
Board has against a set of criteria the technical skills required for
running a listed company customer sectors industry knowledge
stakeholder engagement and regional experience. We believe the Board
has strong technical expertise and a good range of experience across
dierent customer and industry segments, though would benet from
further nancial expertise. We identied a need for a broader range of
technology experience on the Board.
We instructed external search consultants MWM Consulting to identify
potential non-executive directors. MWM Consulting are instructed
from time-to-time by BT for search assignments but otherwise have no
connection with the company. Having considered potential candidates
against our skills matrix, the committee recommended Warren East’s
appointment to the Board. I separately identied (though not through
an external search consultancy) that Iain Conn might be available to
join our Board in the summer of 2014. I considered Iain to be a highly
regarded and potentially excellent candidate and I moved quickly to
secure his services. Members of the committee and the Board met Iain
Conn and we recommended his appointment to the Board.
With the appointments of both Warren East and Iain Conn, we have
enhanced the technology experience and nancial expertise on our
Board. We continue to look to strengthen some areas of regional and
sector experience on the Board.
We recommended to the Board that the appointments of Nick Rose and
Jasmine Whitbread each be extended for three years following the expiry
of their rst three-year term in January. Nick has recent and relevant
nancial experience for the purposes of the Code and constitutes an
audit committee nancial expert for the purposes of the Sarbanes-
Oxley Act. Jasmine has experience in UK and international businesses,
corporate social responsibility and sustainable business with particular
expertise in building high-performance teams. Both recommendations
followed a rigorous evaluation of their performance and a review of their
other roles, to assure ourselves that they continue to be independent
in character and judgement and that there are no relationships or
circumstances that are likely to aect this judgement. All non-executive
appointments are terminable on three months’ notice and are subject
to automatic termination in the event of a director not being elected or
re-elected by shareholders at the AGM.
Our policy for the composition of the Board is to support diversity in its
widest sense. We wish to attract Board members with a diverse range of
backgrounds who will contribute a wealth of knowledge, understanding
and experience of the communities to whom BT provide services.
Ourgender diversity policy for the Board is to aim to have at least 25%
female representation on the Board. During the year we had at least
30% female representation on the Board, until the retirement of
PatriciaHewitt in March 2014 when it declined to 22%. We will look
toaddress this in line with our diversity policy. We ensure that diversity
isconsidered as part of any shortlist process drawn up by external
searchconsultants. You can read more about BT’s approach to diversity
on page24.
Nominating & Governance Committee Chairman’s report
Who we are
I chair the Nominating & Governance Committee at the request of the
Board. I would not participate in any discussion concerning the selection
and appointment of my successor.
Our membership and meeting attendance during the year are set
outbelow.
The Company Secretary and, where appropriate at my invitation,
theChief Executive attend our meetings.
Committee members
Meetings
Member Eligible toattendaAttended
Sir Michael Rake (chairman) 5 5
Tony Ball 5 5
Rt Hon Patricia Hewittb55
Phil Hodkinson 5 5
Nick Rose 5 5
a Includes a joint meeting with the
Audit  5isk Committee in March 2014.
b Patricia +ewitt retired from the committee on 23 March 2014.
What we have done
We met four times during the year and in addition we held a joint
meeting with the
Audit & Risk Committee . You can read about what
we discussed at this joint meeting later on in this report. The chart
below shows how we allocated our time, including at the joint meeting.
Wecovered the same key themes as last year.
Allocation of time
41%
Governance &
compliance programmes
17%
Regional Governance
Committees
11%
Governance structure
& eectiveness
27%
Board membership & succession
4%
Other
We continue our focus on having the
right range of skills on the Board and
monitoring the eƪectiveness of a number
of BTos core compliance programmes.
Sir Michael Rake