BT 2007 Annual Report Download - page 56

REPORT OF THE NOMINATING COMMITTEE
Introduction
The Nominating Committee is chaired by the Chairman. The
other members are the Deputy Chairman, Phil Hodkinson and
John Nelson. Sir Anthony Greener stepped down as a member of
the Committee on 30 September 2006 when he retired from the
Board and was succeeded on 1 October 2006 by Phil Hodkinson.
Three of its four members are independent non-executive
directors. The Secretary and, where appropriate, at the invitation
of the Chairman, the Chief Executive attend the Committee’s
meetings.
Committee role and activities
The Nominating Committee ensures an appropriate balance of
experience and abilities on the Board, using this evaluation to
review the size and composition of the Board and to recommend
any proposed changes to the Board. It keeps under review the
need for appointments to the Board, prepares a description of
the specific experience and skills needed for an appointment,
considers candidates who are put forward by the directors and
external consultants, and recommends to the Board the
appointments of all directors after having met short-listed
candidates. It also reviews the time required from the Deputy
Chairman and other non-executive directors to carry out their
duties and advises the Board on succession planning for the
positions of the Chairman, Deputy Chairman, Chief Executive and
all other Board appointments. The Committee met eight times
during the 2007 financial year. It reviewed Board succession, the
size, profile and composition of the Board and the Board and
Board committee evaluation questionnaire and process. Under
the leadership of the Deputy Chairman, the Committee identified
candidates for the position of Chairman and recommended to
the Board the appointment of Sir Mike Rake. The candidates on
the short list drawn up by the Committee’s appointed search
consultants, MWM, were considered and interviewed by the
Committee and met with the Chief Executive. The Committee
also reviewed and recommended to the Board the continued
appointments of non-executive directors including the
three-year extension for Maarten van den Bergh linked to his
appointment as Deputy Chairman and senior independent
director, and the new appointments of Deborah Lathen and
Franc¸ois Barrault.
The terms of reference of the Nominating Committee are
posted on the company’s website at: www.bt.com/committees
The minutes of Nominating Committee meetings are sent, at
their request, to directors who are not members of the
Committee, where appropriate to do so.
Chairman succession
The Board approved the recommendation of the Nominating
Committee to appoint Sir Mike Rake as Chairman, in succession
to Sir Christopher Bland, as announced on 19 February 2007.
Sir Mike will join the Board on 26 September 2007, and
Sir Christopher steps down as Chairman on 25 September 2007
and as a director on 30 September 2007. A full programme of
induction and familiarisation is in hand.
Board evaluation
During summer 2006, the Board carried out, through a
questionnaire and discussion with directors, its fourth formal
evaluation of Board and Board committee performance and
effectiveness. The individual performance of directors was also
evaluated at one-to-one sessions with the Chairman. The
previous Deputy Chairman and senior independent director,
Sir Anthony Greener, led the review of the Chairman’s
performance in consultation with the non-executive and
executive directors. The results of that evaluation were
considered by the Board in July 2006. The directors considered
BT’s Board processes and effectiveness to be good. Key areas
highlighted were the need for continued attention to Board
diversity, more focused briefing on technology matters, and the
continuing need to pay attention to the amount of paperwork.
These matters are being addressed. The previous year’s concerns
on maintaining visibility of major capital projects (including post-
project reviews) and the amount of time available at Board
meetings for free-ranging strategic discussion did not feature
strongly this year as it was felt steps taken during the year had
adequately dealt with them via process and Board agenda
changes. Further evaluations will be carried out annually.
Separate questionnaires about Audit Committee effectiveness
were also completed and the results are reviewed in the Report
of the Audit Committee.
BT Group plc Annual Report & Form 20-F 55
Report of the Directors Governance