BT 2010 Annual Report Download - page 66

64 BT GROUP PLC ANNUAL REPORT & FORM 20-F
REPORT OF THE DIRECTORS
REPORT OF THE NOMINATING COMMITTEE
Introduction
The Nominating Committee is chaired by the Chairman. The other
members are Tony Ball, Clay Brendish, Eric Daniels, Patricia Hewitt
and Phil Hodkinson.
Five of its six members are independent non-executive directors.
Although he is not independent, the Board believes that Sir Michael
Rake, as Chairman of the Board, is the most appropriate person to
chair the Committee. He would not participate in the selection and
appointment of his successor. The Company Secretary and, where
appropriate, at the invitation of the Chairman, the Chief Executive
attend the Committee’s meetings.
Committee role and activities
The Committee’s terms of reference are available from the Company
Secretary and are posted on our website at www.bt.com/committees
The
Nominating Committee ensures an appropriate balance of
experience and expertise on the Board, reviews the size and
composition of the Board and recommends any proposed changes to
the Board.
It keeps under review the need to refresh 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 appointment of all directors after having met short-listed
candidates. It makes recommendations to the Board on whether to
reappoint non-executive directors at the end of terms of office. It
also reviews the time required from the Senior Independent
Director 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 and/or Senior Independent
Director, Chief Executive and all other Board appointments.
The Committee met three times during the 2010 financial year. It
reviewed Board succession, in particular the position of Senior
Independent Director, the size, skills profile and composition of the
Board, the role of external recruitment consultants and Board and
Committee evaluation questionnaires and process. The Committee
recommended:
the appointment of Patricia Hewitt as Senior Independent
Director in succession to Maarten van den Bergh; and
the appointment of Tony Ball as a non-executive director to bring
industry-relevant knowledge and experience to the Board,
having held senior executive positions in broadcasting and
telecommunication businesses in the US and Europe, including
the UK.
It also reviewed the position of the Chairman.
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.
Board evaluation
A further review was carried out by the Chairman and Company
Secretary through a questionnaire and discussion with directors in
April 2009.
Maarten van den Bergh, the Deputy Chairman, reviewed the
performance of the Chairman taking into account the views of the
non-executive directors.
The Chairman and Maarten van den Bergh’s successor as Senior
Independent Director, Patricia Hewitt, reviewed the results of the
evaluation and agreed and implemented a set of actions to address
the points raised. These included:
the appointment of Tony Ball as a director, to bring broadcasting
and telecommunication business experience to the Board
an increased focus on improving BT Global Services’ performance
more frequent discussion at Board meetings on strategic issues
and opportunities
building further customer and investor confidence
improving the quality and depth of oversight functions.
A further review was carried out in March and April 2010 by the
Chairman and Company Secretary through a questionnaire and
discussion and the results will be discussed by the Board following
which an action plan will be produced. It has been agreed that,
from now on, the annual Board evaluation will be carried out using
an external facilitator every two or three years.
Separate surveys about
Audit Committee and Remuneration
Committe
e effectiveness were also carried out and the outcomes of
the surveys are reported in their respective reports. The
Operating
Committee
also conducted its own evaluation, and considered the
results.