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60 BT Group plc Annual Report & Form 20-F
C
ompany Secretary
Gavin Patterson
Andrew Parker
Operating Committee
Ben Verwaayen Chief Executive (to 31 May 2008)
Franc¸ois Barrault Chief Executive, BT Global Services
Hanif Lalani Group Finance Director
Ian Livingston Chief Executive, BT Group (from 1 June 2008)
Sally Davis Chief Executive, BT Wholesale
Gavin Patterson Chief Executive, BT Retail
Andrew Parker
Company Secretary
Andrew Parker, formerly General Counsel, BT Retail from 2004,
was appointed Company Secretary on 1 April 2008. A solicitor,
he has worked for BT since 1988 in a number of legal,
regulatory and compliance roles. He is an employer-nominated
trustee of the BT Pension Scheme. Andrew previously worked in
the City in legal private practice. Aged 48.
Gavin Pattersona,e
Chief Executive, BT Retail (joins the Board on 1 June 2008)
Gavin Patterson joined BT in January 2004 as Managing
Director, Consumer Division, BT Retail and was appointed Chief
Executive, BT Retail on 1 May 2008. Before joining BT, he was
managing director of the consumer division of Telewest. Gavin
joined Telewest in 1999 and held a number of commercial and
marketing roles, after working for Procter & Gamble since 1990.
Aged 40.
Key to membership of Board committees:
aOperating
bAudit
cRemuneration
dNominating
eResponsible and Sustainable Business
fPension Scheme Performance Review Group
gEquality of Access Board
Board composition and role
The names and biographical details of the directors are given on
pages 58 to 59 in Board of Directors and Operating
Committee.
Changes to the composition of the Board since 1 April 2007
are set out in the table below:
Former directors Date of change
Paul Reynolds 14 September 2007
Sir Christopher Bland 30 September 2007
Andy Green 12 November 2007
Margaret Jay 13 January 2008
John Nelson 13 January 2008
New directors
Franc¸ois Barrault 24 April 2007
Sir Michael Rake 26 September 2007
Patricia Hewitt 24 March 2008
Eric Daniels 1 April 2008
Gavin Patterson 1 June 2008
Ian Livingston becomes Chief Executive, BT Group on 1 June
2008. Ben Verwaayen steps down as Chief Executive on 31 May
2008 and leaves the Board on 30 June 2008.
The Board, which operates as a single team, will from 1 July
2008 be made up of the part-time Chairman, the Chief
Executive, three other executive directors and eight non-
executive directors. All the non-executive directors during the
2008 financial year met, and continue to meet, the criteria for
independence set out in the Combined Code and are therefore
considered by the Board to be independent. The Board
considered that the Chairman was independent at the time of
his appointment. In line with BT’s policy, the Board comprised a
majority of independent non-executive directors throughout the
2008 financial year.
The Board’s main focus is overall strategic direction,
development and control. It approves BT’s values, business
practice policies, strategic plans, annual budget, capital
expenditure and investments budgets, larger capital expenditure
proposals and the overall system of internal controls, governance
and compliance authorities. It also oversees controls, operating
and financial performance and reviews the risk register. These
responsibilities are set out in a formal statement of the Board’s
role which is available at www.bt.com/board The Board has
agreed the corporate governance framework, including giving
authority to the key management committee, the Operating
Committee, to make decisions on operational and other matters.
The roles and powers of this Committee are set out below.
The Board normally meets nine times each year. The Board
met ten times during the 2008 financial year.
The roles of the Chairman and the Chief Executive are
separate. They are set out in written job descriptions, approved
by the Nominating Committee. As well as chairing the Board, the
Report of the Directors Corporate governance
.............................................................................................................................................................