BT 2007 Annual Report Download - page 70

DIRECTORS’ INFORMATION
Election and re-election
All directors are required by the company’s articles of association
to be elected by shareholders at the first annual general meeting
(AGM) after their appointment, if appointed by the Board. A
director must subsequently retire by rotation at an AGM at
intervals of not more than three years. The director may seek
re-election.
In accordance with the articles of association, Deborah Lathen
and Franc¸ois Barrault, having been appointed as directors by the
Board, retire at the forthcoming AGM and will be proposed for
election. Sir Christopher Bland, Andy Green, Ian Livingston and
John Nelson retire by rotation and will be proposed for
re-election. Details of these directors’ contracts of appointment
are included in the Report on directors’ remuneration.
Meetings attendance
The following table shows the attendance of directors at
meetings of the Board and Audit, Nominating and Remuneration
Committees during the 2007 financial year.
Board
Audit
Committee
Nominating
Committee
Remuneration
Committee
(Attendance shown for committee member)
Number of meetings 11a48 5
Sir Christopher Bland 11 6b
Matti Alahuhta 11 5
Franc¸ois Barraultc
Maarten van den Bergh 10 4 8 5
Clay Brendish 10 3
Andy Green 11
Sir Anthony Greenerd625 1
Phil Hodkinson 10 3 6e
Baroness Jay 10 4
Hanif Lalani 11
Deborah Lathenf22
Ian Livingston 10
John Nelson 11 4 8
Paul Reynolds 11
Carl Symon 11 4 5
Ben Verwaayen 11
aTwo meetings were ad hoc for time-critical matters.
bDid not attend certain meetings in relation to his succession.
cWas appointed to the Board on 24 April 2007.
dResigned from the Board and Committees on 30 September 2006.
eWas appointed to the Committee on 1 October 2006.
fWas appointed to the Board and the Committee on 1 February 2007.
Service agreements
The Chairman and executive directors have service agreements,
which are approved by the Remuneration Committee.
Information about the periods of these contracts is in the
Report on directors’ remuneration.
Training and information
On appointment, directors take part in an induction programme
when they receive information about BT, the role of the Board
and the matters reserved for its decision, the terms of reference
and membership of the principal Board committees, and the
powers delegated to those committees, the company’s corporate
governance policies and procedures, including the powers
reserved to the group’s most senior executives, and the latest
financial information about the group. This is supplemented by
visits to key BT locations and meetings with members of the
Operating Committee and other key senior executives. Each
year, directors participate in BT’s ‘Back to the Floor’ programme,
an activity that demonstrates commitment to our customers and
the people who serve them.
Throughout their period in office the directors are continually
updated on BT’s business, the competitive and regulatory
environments in which it operates, technology and corporate
social responsibility matters and other changes affecting BT and
the communications industry as a whole, by written briefings
and meetings with senior BT executives. The Board also has two
lengthy sessions annually to discuss strategy. Directors are also
advised on appointment of their legal and other duties and
obligations as a director of a listed company, both in writing and
in face-to-face meetings with the Secretary. They are reminded
of these duties each year and they are also updated on changes
to the legal, accounting and governance requirements affecting
the company and themselves as directors. During the 2007
financial year, for example, they attended presentations on BT’s
accounting policies and on the Sarbanes-Oxley Act, which
affects BT because its securities are registered with the SEC; and
received briefings on changes to UK company law and various
corporate governance proposals from the European Commission.
The Chairman also sends a weekly e-mail to non-executive
directors with topical sector highlights.
Guidelines are in place concerning the content, presentation
and delivery of papers for each Board meeting, so that the
directors have enough information to be properly briefed
sufficiently far ahead of each Board meeting and at other
appropriate times.
Independent advice
The Board has a procedure for directors, in furtherance of their
duties, to take independent professional advice if necessary, at
the company’s expense. In addition, all directors have access to
the advice and services of the Secretary.
Directors’ and officers’ liability insurance and
indemnity
For some years the company has purchased insurance to cover
its directors and officers against their costs in defending
themselves in civil legal proceedings taken against them in that
capacity and in respect of damages resulting from the
unsuccessful defence of any proceedings. At the date upon
which this report was approved, and throughout the 2007
financial year, the company’s wholly-owned subsidiary, British
Telecommunications plc, has provided an indemnity in respect of
all the company’s directors. Neither the insurance nor the
indemnity provides cover where the director has acted
fraudulently or dishonestly.
Interest of management in certain transactions
During and at the end of the 2007 financial year, none of the
company’s directors was materially interested in any material
transaction in relation to the group’s business and none is
materially interested in any presently proposed material
transactions.
BT Group plc Annual Report & Form 20-F 69
Report of the Directors Governance