BT 2015 Annual Report Download - page 218

216 BT Group plc
Annual Report 2015
shareholder or any person entitled to the dividends by transmission.
The net sale proceeds belong to BT, but it must pay those proceeds to
the former shareholder or the person entitled to them by transmission if
that shareholder, or that other person, asks for them.
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Every year the company must hold an annual general meeting. The
Board can call a general meeting at any time and, under general law,
must call one on a shareholders’ requisition. At least 21 clear days’
written notice must be given for every annual general meeting. For
every other general meeting, at least 14 clear days’ written notice must
be given. The Board can specify in the notice of meeting a time by which
a person must be entered on the register of shareholders in order to
have the riht to attend or vote at the eetin. he tie specified ust
not be ore than  hours before the tie fied for the eetin.
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The only limitation imposed by the Articles on the rights of non-resident
or foreign shareholders is that a shareholder whose registered address
is outside the UK and who wishes to receive notices of meetings of
shareholders or documents from BT must give the company an address
within the UK to which they may be sent.
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Directors’ remuneration
Excluding remuneration referred to below, each director will be paid
such fee for his services as the Board decide, not exceeding £65,000 a
year and increasing by the percentage increase of the retail prices index
as defined b section  ncoe and orporation aes ct 19
for any 12-month period beginning 1 April 1999 or an anniversary of
that date. The company may by ordinary resolution decide on a higher
sum. This resolution can increase the fee paid to all or any directors
either permanently or for a particular period. The directors may be paid
their expenses properly incurred in connection with the business of the
company.
The Board can award extra fees to a director who: holds an executive
position; acts as chairman or deputy chairman; serves on a Board
committee at the request of the Board; or performs any other services
which the Board consider extend beyond the ordinary duties of a
director.
he directors a rant pensions or other benefits to aon others
any director or former director or persons connected with them.
owever  can onl provide these benefits to an director or forer
director who has not been an eploee or held an other oce or
executive position in the company or any of its subsidiary undertakings,
or to relations or dependants of, or people connected to, those directors
or former directors, if the shareholders approve this by passing an
ordinary resolution.
Directors’ votes
A director need not be a shareholder, but a director who is not a
shareholder can still attend and speak at shareholders’ meetings.
Unless the Articles say otherwise, a director cannot vote on a resolution
about a contract in which the director has an interest this will also appl
to interests of a person connected with the director).
If the legislation allows, a director can vote and be counted in the
quorum on a resolution concerning a contract:
i in which the director has an interest of which the director is not
aware; or which cannot reasonably be regarded as likely to give rise
to a conict of interest
ii in which the director has an interest onl because the director is a
holder of shares, debentures or other securities of BT, or by reason
of any other interest in or through BT;
iii which involves the ivin of an securit uarantee or indenit
to the director or any other person for money lent or obligations
incurred by the director or by any other person at the request
of or for the benefit of  or the benefit of an of its subsidiar
undertakings; or a debt or other obligation which is owed by BT
or any of its subsidiary undertakings to that other person if the
director has taken responsibility for all or any part of that debt or
obligation by giving a guarantee, security or indemnity;
iv where  or an of its subsidiar undertains is oerin an
shares, debentures or other securities for subscription or purchase
to which the director is or may be entitled to participate as a
holder of BT securities; or where the director will be involved in the
underwriting or sub-underwriting;
v relatin to an other copan in which the director has an interest
directl or indirectl includin holdin a position in that copan
or is a shareholder, creditor, employee or otherwise involved in that
company – these rights do not apply if the director owns 1% or
more of that company or of the voting rights in that company;
vi relatin to an arraneent for the benefit of  eploees or
former BT employees or any of BT’s subsidiary undertakings which
onl ives the directors the sae benefits that are enerall iven
to the employees or former employees to whom the arrangement
relates;
vii relatin to  buin or renewin insurance for an liabilit for
the benefit of directors or for the benefit of persons who include
directors;
viii relatin to the ivin of indenities in favour of directors
i relatin to the fundin of ependiture b an director or directors
on defending criminal, civil or regulatory proceedings or actions
against the director or the directors; in connection with an
application to the court for relief; or on defending the director or
the directors in any regulatory investigations; or which enables any
director or directors to avoid incurring expenditure as described in
this paragraph; and
 in which the directors interest or the interest of directors
generally, has been authorised by an ordinary resolution.
Subject to the relevant legislation, the shareholders can, by passing an
ordinary resolution, ratify any particular contract carried out in breach of
those provisions.
Directors’ appointment and retirement
Under BT’s Articles there must be at least two directors, who manage
the business of the company. The shareholders can vary this minimum
andor decide a aiu b ordinar resolution. he oard and
the shareholders b ordinar resolution a appoint a person who
is willin to be elected as a director either to fill a vacanc or as an
additional director.
At every annual general meeting, any director who was elected or last
re-elected a director at or before the annual general meeting held in the
third year before the current year, must retire by rotation. Any director
appointed by the directors automatically retires at the next following
annual general meeting. A retiring director is eligible for re-election.
In addition to any power of removal under the 2006 Act, the
shareholders can pass an ordinary resolution to remove a director, even
thouh his or her tie in oce has not ended. he can elect a person
to replace that director subject to the Articles, by passing an ordinary
resolution. A person so appointed is subject to retirement by rotation
when the director replaced would have been due to retire.
Directors’ borrowing powers
To the extent that the legislation and the Articles allow, the Board can
exercise all the powers of the company to borrow money, to mortgage
or chare its business propert and assets present and future and
to issue debentures and other securities, and give security either
outright or as collateral security for any debt, liability or obligation of
the company or another person. The Board must limit the borrowings
of the company and exercise all the company’s voting and other rights
or powers of control exercisable by the company in relation to its
subsidiary undertakings so as to ensure that the aggregate amount of
all borrowings by the group outstanding, net of amounts borrowed
intragroup among other things, at any time does not exceed £35bn.
These borrowing powers may only be varied by amending the Articles.
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BT’s shares are not subject to any sinking fund provision under the
Articles or as a matter of the laws of England and Wales. No shareholder
is currently liable to make additional contributions of capital in respect
of BT’s ordinary shares in the future. There are no provisions in the
Articles or of corporate legislation in England and Wales that would
delay, defer or prevent a change of control.