BT 2002 Annual Report Download - page 148

If the Board decide not to register a transfer of a share, they must notify the person to whom that share was to be
transferred no later than two months after the company receives the transfer or instruction from the operator of the relevant
system.
The Board can decide to suspend the registration of transfers, for up to 30 days a year, by closing the register of
shareholders. The register must not be closed without the consent of the operator of a relevant system (as de®ned in the
Regulations) in the case of uncerti®cated shares.
(g) Untraced shareholders
BT may sell any shares after advertising its intention and waiting for three months if the shares have been in issue for at
least 10 years, during that period at least three dividends have become payable on them and have not been claimed and
BT has not heard from the 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.
(h) General meetings of shareholders
Every year the company must hold an annual general meeting. The Board can call an extraordinary general meeting at any
time and, under general law, must call one on a shareholders' requisition.
(i) Limitations on rights of non-resident or foreign shareholders
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.
(j) Directors
Directors' remuneration
Excluding remuneration referred to below, each director will be paid such fees for his services as the Board decide, not
exceeding £50,000 a year and increasing by the percentage increase of the UK 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 at the request of the Board; or performs any other services which the Board consider extend
beyond the ordinary duties of a director.
The directors 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 of®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 relevant 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 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);
Additional information for shareholders
BT Group Annual Report and Form 20-F 2002 147