BT 2015 Annual Report Download - page 107

105
Overview
The Strategic Report
Purpose and strategy Delivering our strategy 0ur lines of business Group performance Governance
Financial statements Additional information
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oard ebership and succession
t each eetin we considered succession plannin and the coposition
of the oard. e had an etra eetin this ear with the hief ecutive
to focus specificall on succession plans. e reviewed eecutive director
succession. e also reviewed succession plans for the
Operating
oittee
roles as well as for those other roles held b the hief
ecutives direct reports.
e have a sills atri aainst which we evaluate candidates for the
oard whether those individuals are identified b the oard or eternal
consultants. e reviewed our sills atri durin the ear assessin the
relevant sills that the oard has aainst a set of criteria the technical
sills reuired for runnin a listed copan custoer sectors industr
nowlede staeholder enaeent and reional eperience.
ebelieve the oard has stron technical epertise and a ood rane
ofeperience across dierent custoer and industr seents.
efurther strenthened our financial epertise with the appointent
ofsabeludson.
e instructed eternal search consultants  onsultin to identif
potential non-eecutive directors.  onsultin are instructed fro
tie-to-tie b  for search assinents but otherwise have no
connection with the copan. avin considered potential candidates
aainst our sills atri ebers of the coittee and the oard et
sabel udson. hen on behalf of the coittee  recoended her
appointent to the oard. sabel brins sinificant board eperience
etensive eperience in financial services in the life non-life and pensions
industries and has wored both in the UK and in ontinentalurope.
e believe our oard coposition is currentl appropriate but we will
continue to eep this under review.
lso in the ear we recoended to the oard that
 Karen ichardsons appointent should be etended for three ears
followin the epir of her first three-ear ter in ctober. Karen
brins to the oard eperience in technolo eecutionoperations
as well as sales and aretin. e believe that Karen continues to be
independent in character and udeent and there are no conicts of
interest that could ipact on Karens udeent.
 hil odinsons appointent should be etended for one ear
followin the epir of his third three-ear ter at the end of
anuar 01. e announced on 1 pril 2015 that hil will step
down fro the oard at the end of anuar 01. hil brins to the
oard eperience in the financial sector as well as sociall responsible
business practice.
e discussed whether or not hil reains independent after nine
ears on the oard and areed that he does tain into account
a hils personal ualities and circustances includin that there are
no other relevant relationships or circustances to suest hil does
not reain independent and he has other directorships outside 
further evidencin that he continues to be independent and
b the contet of the proposed re-appointent nael the on-oin
refresh of the oard with three new non-eecutive directors appointed
durin the previous 1 onths that the etension is for no ore than
one ear and durin the previous nine ears there has been a chane
of both hief ecutive and roup inance irector.
oth recoendations followed a riorous evaluation of Karen and
hils perforance and we believe that the both ae a valuable and
broad ranin contribution to both the oard and the coittees of
which the are ebers. e also reviewed their other roles toassess
if the have sucient tie available to dischare their oard
responsibilities eectivel and we do not believe these roles prevent
the fro ain a full contribution as  roup plc non-eecutive
directors. ll non-eecutive appointents can be terinated on three
onths notice and are subect to autoatic terination in the event of
a director not bein elected or re-elected b shareholders at the .
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Chairman’s report
Who we are
 chair the oinatin  overnance oittee at the reuest of the
oard. e ae sure that the oard has an appropriate balance of sills
and eperience independence and nowlede of the roup.  do not
tae part in an discussion concernin the selection and appointent
of successor.
e set out below our ebers and the eetins attended durin
theear.
he opan ecretar and where appropriate at  invitation
thehief ecutive attend our eetins.
Committee members
eetins
eber liible to attenda Attended
ir ichael ae chairan  
Tony Ball  
ain onnb 
hil odinson  5
ic ose  
a Includes a joint meeting with the
Audit & Risk Committee LQ'HFHPEHU
b,DLQ&RQQMRLQHGWKHFRPPLWWHHRQ-XQH
What we have done
e et five ties durin the ear and we also held a oint eetin with
the
udit  is oittee . ou can read about what we discussed at
the oint eetin later on in this report. he chart below shows how
weallocated our tie includin at the oint eetin.
e covered the sae e thees as last ear.
Allocation of time
42%
Governance &
compliance programmes
16%
Regional Governance
Committees
13%
Governance structure
 eectiveness
4%
Other
25%
Board membership & succession
“ This year we continued our focus on succession planning,
reviewed aspects of our governance framework and
PRQLWRUHGWKHHƪHFWLYHQHVVRIDUDQJHRIRXUFRUH
compliance programmes.”