BT 2007 Annual Report Download - page 54

framework, approved by the Board, the Operating Committee is
empowered to approve, up to limits beyond which Board
approval is required, capital expenditure, disposals of fixed
assets, the making of investments by the group and divestments.
It is authorised to delegate these approvals, up to its own limits,
to senior executives.
To meet best corporate governance practice, the Audit
Committee, the Remuneration Committee and the Nominating
Committee have long been an established part of BT’s system of
governance. Each committee has written terms of reference,
which are available on the company’s website. The Report of
the Audit Committee, the Report of the Nominating Committee
and the Report on directors’ remuneration are on pages 54 to
68.
The Equality of Access Board (EAB) was established on
1 November 2005, as part of the Undertakings given by BT to
Ofcom following Ofcom’s Strategic Review of
Telecommunications, to monitor, report and advise BT on BT’s
compliance with these Undertakings. The EAB is a committee of
the BT Group plc Board, which formally approved the formation
of the EAB and its terms of reference. As required by the
Undertakings, the EAB comprises five members: Carl Symon, a
BT Group plc non-executive director and chairman of the EAB; a
BT senior executive, Sally Davis, Chief Portfolio Officer; and
three independent members: Sir Bryan Carsberg, Stephen Pettit
and Dr Peter Radley. The EAB reports regularly to the Board. Its
terms of reference are available on the company’s website.
The Board also has a Community Support Committee and a
Pension Scheme Performance Review Group.
New York Stock Exchange
The company, as a foreign issuer with American Depositary
Shares listed on the New York Stock Exchange (NYSE), is obliged
to disclose any significant ways in which its corporate
governance practices differ from the corporate governance
listing standards of the NYSE.
The company has reviewed the NYSE’s new listing standards
and believes that its corporate governance practices are
consistent with them, with the following exception where the
company does not meet the strict requirements set out in the
standards. The standards state that companies must have a
nominating/corporate governance committee composed entirely
of independent directors and with written terms of reference
which, in addition to identifying individuals qualified to become
board members, develops and recommends to the Board a set of
corporate governance principles applicable to the company. BT
has a Nominating Committee chaired by the Chairman, Sir
Christopher Bland. It does not develop corporate governance
principles for the Board’s approval. The Board approves the
group’s overall system of internal controls, governance and
compliance authorities. The Board and the Nominating
Committee are made up of a majority of independent, non-
executive directors.
The Sarbanes-Oxley Act of 2002, the US Securities and
Exchange Commission (SEC) and NYSE introduced rules on
31 July 2005 requiring the company to comply with certain
provisions relating to the Audit Committee. These include the
independence of Audit Committee members and procedures for
the treatment of complaints regarding accounting or auditing
matters. The company is fully compliant with these
requirements.
BT Group plc Annual Report & Form 20-F 53
Report of the Directors Governance