BT 2015 Annual Report Download - page 103

101
Overview
The Strategic Report
Purpose and strategy Delivering our strategy 0ur lines of business Group performance Governance
Financial statements Additional information
Committee members
eetins
eber liible to attendaAttended
ic ose chairan  
ain onnb
arren astc
Karen ichardson  
asine hitbread  
a Includes a joint meeting with the
Nominating & Governance Committee LQ'HFHPEHU
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What we have done
e et eiht ties durin the ear. his included a eetin at which we
focused on the proposed acuisition of  and we held a oint eetin
with the
oinatin  overnance oittee . ou can read about what
we discussed at this oint eetin in the 1RPLQDWLQJ*RYHUQDQFH
Committee Chairman’s report on pae 10. he chart below shows
howwe allocated our tie includin at the oint eetin.
e set tie aside at each eetin to see the views of the internal and
eternal auditors in the absence of anaeent.
Allocation of time
29%
Financial matters
26%
Risk management &
internal controls
22%
Governance
13%
External audit matters
10%
Internal audit matters
he coittee has an annual wor plan. his includes standin ites
that we consider reularl in addition to an specific atters that need
the coittees attention and topical ites on which we chose to focus.
or eaple in 011 we ased anaeent to provide us with
reater detail on the overnance and control in relation to the UK
reional fibre deploent prorae the finance transforation
prorae operations in tal and atin erica and reports on
custoer data handlin data securit and cber securit.
dditional eetins of the coittee are scheduled as needed and
we et in arch 01 to consider the proposed acuisition of 
which reuired the approval of s shareholders. o ive shareholders
sucient inforation on which to for their view the UK istin ules
reuire the publication of a circular to shareholders. he circular had
to include three ears of audited consolidated financial inforation
on  as a standalone roup prepared under s accountin policies
aswell as stateents fro the oard reardin profit forecasts worin
capital and other atters. e reviewed each of the sinificant financial
worstreas overnance followed and e atters arisin in support
ofthe oards assertions and approval of the circular.
Who we are
 chair the udit  is oittee . ur ebership and eetin
attendance durin the ear are set out opposite. he diverse
bacrounds of the coittee ebers and their cobined sills
andeperience enable us to fulfil the coittees reit as set out
initsters of reference.
e reularl eet with eternal eperts to eep ourselves full aware
ofaret best practices.
lthouh not ebers of the coittee the opan ecretar
roupinance irector eput inance irector irector roup
inancial ontrol and irector nternal udit attend each eetin
as does the lead audit partner and representatives fro our eternal
auditors.  eet with this roup ahead of the eetins to review e
areas for discussion with the coittee. he eternal auditors are not
present when we discuss their perforance andor reuneration.
e are een to interact with senior anaers below eecutive level
and representatives fro finance and internal audit attend eetins
atourinvitation.
he oard has areed that  have recent and relevant financial eperience
as reuired b the provisions of the ode and that  constitute an audit
coittee financial epert for the purposes of the arbanes-le ct.
fter each eetin  report to the oard on the ain issues that
wediscussed.
“ This year the committee has paid particular attention
to two aspects of our IT environment, namely data
security and cyber security. We reviewed in considerable
depth the actions being taken to protect our data and
our customers’ data. We have also discussed in detail
the resources and capabilities that we are applying to
protect our infrastructure from outside threats. Many of
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to help them protect their networks and infrastructure.
This will be an area of continuing focus.”
Reports of the Board committees
Audit & Risk Committee Chairman’s report