BT 2010 Annual Report Download - page 84

82 BT GROUP PLC ANNUAL REPORT & FORM 20-FBT GROUP PLC ANNUAL REPORT & FORM 20-F
REPORT OF THE DIRECTORS
Relations with shareholders
Senior executives, led by the Chief Executive and the Group Finance
Director and including, as appropriate, the other executive
directors, hold meetings with BT’s institutional shareholders and
prospective shareholders to discuss BT’s strategy, financial
performance and prospects. The Chairman also meets with major
shareholders, at their request, during the year. This may also
include meetings to discuss overall remuneration policies and
governance issues. All non-executive directors have an invitation to
attend investors’ meetings if they wish and during the year the
Senior Independent Director has held meetings with major
institutional shareholders about governance and remuneration
policy matters. Contact with institutional shareholders (and with
financial analysts, brokers and the media) is controlled by written
guidelines to ensure the protection of inside information that has
not already been made generally available to the market. The
directors are provided with reports and other written briefings on
shareholders’ and analysts’ views and are regularly informed by the
Company Secretary about the holdings of the principal
shareholders. The Company Secretary also surveys individual
shareholders about the quality of our shareholder communications
and a survey of BT’s institutional shareholders and analysts has
recently been carried out by an independent third party.
Established procedures ensure the timely release of inside
information and the publication of financial results and regulatory
financial statements. All external announcements are also reviewed
for accuracy and compliance requirements by a committee of senior
executives, the Disclosure Committee, which is chaired by the
Company Secretary.
Substantial shareholdings
At 12 May 2010, BT had received notifications, under the
Disclosure and Transparency Rules issued by the Financial Services
Authority, in respect of the following holdings of shares
representing percentage holdings of BT’s total voting rights as
shown:
Shares % of total voting rights
Invesco Limited 780,354,826 10.06
BlackRock Inc 381,255,769 4.92
Barclays PLC 360,935,363 4.65
AXA S.A. 359,297,926 4.63
Legal & General Group PLC 309,597,603 3.99
Norges Bank 240,354,001 3.09
AGM resolutions
We are continuing our policy that shareholders vote on the annual
report at the AGM. Shareholders will also again be asked to vote
separately on the Report on directors’ remuneration.
It is part of our policy to involve shareholders fully in the affairs
of the company and to give them the opportunity at the AGM to
SHAREHOLDERS AND ANNUAL GENERAL MEETING
ask questions about BT’s activities and prospects. We also give
shareholders the opportunity to vote on every substantially different
issue by proposing a separate resolution for each issue. The proxy votes
for and against each resolution, as well as votes withheld, will be
counted before the AGM and the results will be made available at the
meeting. As at the 2009 AGM, votes on all matters at the 2010 AGM,
except procedural issues, will be taken on a poll. Every vote cast,
whether in person or by proxy at the meeting will be counted. The
outcome of voting on the resolutions will be posted on our website as
soon as possible after the meeting. It is our policy for all directors to
attend the AGM if at all possible. Whilst, because of ill health or other
pressing reasons, this may not always be possible, in normal
circumstances this means that the chairmen of the
Audit , Nominating
and Remuneration committees are at the AGM and are available to
answer relevant questions. All the directors attended the 2009 AGM.
The resolutions to be proposed at the 2010 AGM at the BT
Convention Centre, Liverpool on 22 July, together with explanatory
notes, appear in the separate
Summary financial statement & notice of
meeting 2010
which is sent to all shareholders who have requested a
copy. Copies of this annual report are sent only to shareholders who
have requested or request a copy. All shareholders are notified of the
publication of these documents which are sent out in the most cost-
effective way. We aim to give as much notice of our AGM as possible
and at least 21 clear days’ notice, as required by our articles of
association. In practice, these documents are being sent to
shareholders more than 20 working days before the AGM.
Resolutions to re-appoint PricewaterhouseCoopers LLP as BT’s
auditors and to authorise the directors to agree their remuneration will
also be proposed at the AGM.
The presentation made by the Chairman and the Chief Executive will
be broadcast live on the internet at www.bt.com/btagm2010 and will
be available after the AGM.
Authority to purchase shares
The authority given at last year’s AGM of the company held on 15 July
2009 for BT to purchase in the market 774m of its shares, representing
10% of the issued share capital, expires on 14 October 2010.
Shareholders will be asked to give a similar authority at the AGM.
During the 2010 financial year, 8m treasury shares were transferred
to meet BT’s obligations under our employee share plans. At 12 May
2010 a total of 397m shares were retained as treasury shares. All the
shares were purchased in an on-market programme of buying back BT
shares, started in November 2003. The programme was suspended
with effect from 31 July 2008.
By order of the Board
Andrew Parker
SECRETARY
12 May 2010