BT 2001 Annual Report Download - page 55

¢nancial performance and speci¢c major investment activities.
As explained in the Report on directors’ remuneration,the
company also maintains contact, when appropriate, through the
chairman of the Remuneration Committee and appropriate
senior executives to discuss overall remuneration policies and
plans. Contact with institutional shareholders (and ¢nancial
analysts, brokers and the press) is controlled by written
guidelines to ensure the protection of share price sensitive
information that has not already been made available generally
to the company’s shareholders.
The company is continuing its policy that shareholders
vote on the annual report at the AGM.
The Board has also decided that shareholders should this
year be asked to vote on the directors’ and senior executives’
remuneration policy, as set out on pages 62 to 65 in the Report
on directors’ remuneration. Shareholders were asked to vote on
the remuneration policy for the ¢rst time at the AGM in 1999,
butwerenotaskedtodosoin2000astherehadbeenno
signi¢cant change.
It is part of the company’s policy to involve its
shareholders fully in the a¡airs of the company and to give
them the opportunity at the AGM to ask questions about the
company’s activities and prospects and to vote on every
substantially di¡erent issue by proposing a separate resolution
for each issue. The Board’s opinion is that the re-election and
fees of the auditors are inter-related issues and should therefore
be dealt with by one resolution.
The proxy votes for and against each resolution, as well as
abstentions, will be counted before the AGM and the results
will be made available at the meeting after shareholders have
voted on a show of hands.
It is our policy for all directors to attend the AGM if at all
possible. Whilst, because of ill health or other pressing reasons,
this may not always be achievable, in normal circumstances
this means the chairmen of the Audit and Remuneration
committees are at the AGM and are available to answer
questions.
BT’s practice is to post the Annual Report and Notice of
AGM in the most cost-e¡ective manner, given the large number
of shareholders. We aim to give as much notice as possible and
at least 21 clear days, as required by our articles of association.
In practice, the Annual Report and the Notice of AGM are
being sent to shareholders more than 20 working days before
the AGM.
Established procedures ensure the timely release of share
price sensitive information and the publication of ¢nancial
results and regulatory ¢nancial statements.
Statement of Business Practice
To reinforce our commitment to achieve best practice in our
standards of business integrity, BT has a written Statement of
Business Practice (‘‘The Way We Work’’). The Statement
re£ects BT’s international operations and the increasing
expectations in the areas of corporate governance and business
practice standards. A copy of the Statement (which is available
in eight languages) has been sent to every employee and is also
available on the company’s intranet site. There is a question
and answer guide for managers to help them brief their teams.
An ongoing comprehensive communications exercise, using
vehicles such as video and CD-ROM, continues to be rolled out
across the group, helping to raise awareness of the Statement
and embody our ethics and business principles across all the
company’s activities. BT has also developed, collaboratively
with The Institute of Business Ethics, an internal business
practice excellence award ^ an industry ¢rst.
These high-level principles are supported by online
training, and a con¢dential helpline and e-mail facility are
available to employees who have questions regarding the
application of these principles. We also continue to require our
agents and contractors to apply these principles when
representing BT.
Political donations
It has always been the company’s policy not to give cash
contributions to any political party. However, given the nature
of the group’s businesses, BT and other group companies have
a business need to contact politicians and political parties on a
non-partisan basis to make them aware of key arguments and
technology and industry trends. BT believes these activities
form a legitimate part of normal relationships between
companies and the political machinery. They are not designed
to support or in£uence support for a particular party.
Provisions of the Political Parties, Elections and Referendums
Act 2000, which mainly came into operation on 16 February
2001, have changed signi¢cantly the controls over the funding
of political parties in the EU and other forms of EU political
expenditure. The new Act has also extended the de¢nition of
political donations to the extent that we anticipate some of our
existing activities will be caught, even though they are not
‘‘donations’’ in the ordinary sense of the word. As we wish to
continue these activities, we are, in accordance with the Act,
seeking shareholders’ approval at the AGM to continue to make
political donations and incur other EU political expenditure, as
these terms are de¢ned by the Act. Expenditure will continue
to be on an even-handed basis related broadly to the electoral
strength of each party. The policy of not making any direct
cash contributions to any party will continue.
BT Annual report and Form 20-F 55