BT 2001 Annual Report Download - page 151

Download and view the complete annual report

Please find page 151 of the 2001 BT annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 160

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160

(k) Directors
Directors’ remuneration
Excluding remuneration referred to below, each director will be paid such fees for his services as the Board decides, not exceeding
»50,000 a year and increasing by the percentage increase of the retail prices index (as de¢ned by Section 833(2) Income and
Corporation Taxes Act 1988) 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 or board at the request of the Board; or performs any other services which the Board considers extends
beyond the ordinary duties of a director.
The Board may grant pensions or other bene¢ts to, among others, any director or former director or persons connected with
them. However, BT can only provide these bene¢ts to any director or former director who has not been an employee or held any
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 a material
interest (this will also apply to interests of a person connected with the director). The director can vote if the interest is only an
interest in BT shares, debentures or other securities. A director can, however, vote and be counted in a quorum in respect of
certain matters in which he is interested as set out in the Articles.
Subject to the legislation, the shareholders can by passing an ordinary resolution suspend or relax, among other things, the
provisions relating to the declaration of the interest of a director in any contract or arrangement or relating to a director’s right to
vote and be counted in a quorum on resolutions in which he is interested to any extent or ratify any particular contract or
arrangement carried out in breach of those provisions.
Directors’ interests
If the legislation allows and the director has disclosed the nature and extent of the interest to the Board, the director can:
(i) have any kind of interest in a contract with or involving BT (or in which BT has an interest or with or involving
another company in which BT has an interest);
(ii) have any kind of interest in a company in which BT has an interest (including holding a position in that company or
being a shareholder of that company);
(iii) hold a position (other than auditor) in BT or another company in which BT has an interest on terms and conditions
decided by the Board; and
(iv) alone (or through some ¢rm with which the director is associated) do paid professional work (other than as auditor) for
BT or another company in which BT has an interest on terms and conditions decided by the Board.
A director does not have to hand over to BT any bene¢t received or pro¢t made as a result of anything permitted to be done
under the Articles.
When a director knows that they are interested in a contract with BT they must tell the other directors.
Retirement of directors
Provisions of the legislation which, read with the Articles, would restrict the appointment of a director or require him to stop
being a director because he has reached a particular age do not apply to the company.
At every annual general meeting one third of the directors (or if their number is not a multiple of three, the number nearest
to but greater than one third) must retire by rotation as directors. The directors to retire are selected on the basis of time in o⁄ce
since their last election. Any director appointed by the directors automatically retires at the next following annual general
meeting, and is then eligible for election, but is not taken into account in determining which and how many directors are to retire
by rotation at such meeting. A retiring director is eligible for re-election.
BT Annual report and Form 20-F 151