BT 2002 Annual Report Download - page 55

Corporate governance
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 chairman of the Audit and
Remuneration committees is at the AGM and is available to
answer questions.
Our practice is to post the Annual Report and Notice of
AGM in the most cost-effective 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.
Non audit services provided by the external auditors
As a result of regulatory or similar requirements, it is
necessary to employ the group's auditors for certain
non-audit work. In order to maintain the independence of
the external auditors, the Board has determined that work
of a consultancy nature will not be offered to the external
auditors unless there are clear ef®ciencies and value added
bene®ts to the company.
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 our 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.
These high-level principles are supported by a
comprehensive communications programme and online
training. A con®dential helpline and e-mail facility are also
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 BT's policy not to make cash donations
to any political party. This policy will continue. However,
changes to the law introduced by the Political Parties,
Elections and Referendums Act 2000 have extended the
de®nitions of donations and EU political expenditure to the
extent that they cover activities which form part of normal
relationships between companies and the political
machinery, but which would not be thought of as either
political donations or expenditure in the ordinary sense of
those words. This includes activities undertaken by BT,
such as inviting politicians to the company's research
facilities at Adastral Park and hosting brie®ngs at parties'
annual conferences. These activities are not designed to
support or in¯uence support for any particular party. As we
wish to continue these activities, which we believe are in
BT's best interests, we are seeking appropriate
shareholders' authority at the AGM. Expenditure will
continue to be made on an even-handed basis related
broadly to each party's electoral strength.
Pension Funds
BT's two main pension funds ± the BT Pension Scheme
and the BT Retirement Plan ± are not controlled by the
Board, but by separate trustees who are company and
union nominees, with independent chairmen. The trustees
look after the assets of the funds, which are held separately
from those of the company. The pension schemes' funds
can only be used in accordance with their respective rules
and for no other purpose.
Reporting
A statement by the directors of their responsibilities for
preparing the ®nancial statements is included in the
statement of directors' responsibilities set out on page 70.
54 BT Group Annual Report and Form 20-F 2002