BT 2015 Annual Report Download - page 136

134 BT Group plc
Annual Report 2015
Other statutory information – Companies Act 2006
ertain provisions of the 00 ct reuire us to ae additional
disclosures.  nuber of these disclosures can be found elsewhere in
thisnnual eport as set out below
Information Page
tructure of s share capital includin
the rihts and obliations attachin to
the shares
19 and 1 to 1
estrictions on the transfer of  shares
and votin rihts
1 and 1
inificant direct or indirect
shareholdins
1
Appointment and replacement of
directors
1 and 1
inificant areeents to which 
roup plc is a part that tae eect alter
or terinate upon a chane of control
followin a taeover
1 to 19
he disclosures which are not covered elsewhere in this eport are
  has two eploee share ownership trusts which hold  shares
for satisfin awards under the various eploee share plans.
hetrustee of the  roup ploee hare nvestent lan a
inviteparticipants on whose behalf it holds shares to direct it how
to vote in respect of those shares and if there is an oer for the
shares or other transaction which would lead to a chane of control
of  participants a direct it to accept the oer or aree to the
transaction. n respect of shares held in the  roup ploee hare
wnership rust the trustee abstains fro votin those shares.
fthere is an oer for the shares the trustee does not have to accept or
reect the oer but will have reard to the interests of the participants
a consult the to obtain their views on the oer and a otherwise
tae the action with respect to the oer it thins fair.
 o person holds securities carrin special rihts with reard to control
of the copan.
 ro appointent and votin instructions ust be received b the
reistrars not less than  hours before a eneral eetin see also
pae 1.
 n aendent of s rticles of ssociation reuires shareholder
approval in accordance with leislation in force fro tie to tie.
 he powers of the directors are deterined b UK leislation and the
rticles of ssociation. he directors are authorised to issue and allot
shares and to undertae purchases of  shares subect to shareholder
approval at the .
 e do not have an areeents with directors providin for
copensation for loss of oce or eploent that occurs because of
a taeover. here is siilarl no provision for this in standard contracts
for eploees.
 e are not aware of an areeents between shareholders that a
result in restrictions on the transfer of shares or on votin rihts.
Political donations
ur polic is that no copan in the roup will ae contributions in
cash or ind to an political part whether b ift or loan. owever
the definition of political donations used in the 00 ct is ver
uch broader than the sense in which these words are ordinaril
used. tcould cover thins lie ain ebers of arliaent and
others in the political world aware of e industr issues and atters
aectin the copan. hese activities are iportant in enhancin
theirunderstandin of .
he authorit for political donations we are reuestin at the  is
not desined to chane our polic. t will however ensure that the
roup continues to act within the provisions of the 00 ct reuirin
copanies to obtain shareholder authorit before the can ae
donations to U political parties andor political oranisations as defined
in the 00 ct. urin 011 the copans wholl-owned
subsidiar ritish elecounications plc paid the costs of attendin
corporate das at i the onservative part conference in 011 and
ii in advance the abour part conference in 011. hesecosts
totalled 9 011 000. o loans were ade to an
political part b an copan in the  roup.