BT 2011 Annual Report Download - page 65

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REPORT OF THE DIRECTORS
THE BOARD
•Corporate governance statement
•Directors
•Governance and role of the Board
•Directors’ powers to authorise conflicts of
interest
•BT’s non-executive directors
•Main Board committees
•New York Stock Exchange
BT Group plc is the listed holding company for the BT group of
companies: its shares are listed on the London Stock Exchange
and on the New York Stock Exchange in the form of American
Depositary Shares.
The BT Board is committed to operating in accordance with
best practice in business integrity and ethics, whilst
maintaining the highest standards of financial reporting and
corporate governance. We believe that good corporate
governance should not be a bureaucratic burden but should be
clear and straightforward and support the business by
providing it with simple guidelines for decision making and risk
management.
Key activities
•With operations worldwide, the BT governance framework
has to reflect diverse cultures and regulatory environments.
During the year we reviewed our corporate governance
framework.
•We have extended the role of the Audit Committee to reflect
an increased focus on risk. The
Audit & Risk Committee
recommends to the Board the group’s risk appetite and
reviews its risk profile.
•We have extended the remit of the Nominating Committee
(now the Nominating & Governance Committee ) to give it
the responsibility for oversight of governance and
compliance issues.
•We also established five regional governance committees to
have oversight of BT’s group-wide governance policies
across their region, particularly focusing on corporate
governance and compliance, ethics, business principles, and
data retention and protection.
•We have commented on many of the various recent
consultations on governance, including those leading to the
new UK Corporate Governance Code, and the associated
Guidance on Board Effectiveness.
The directors submit their report and the audited financial
statements of the company, BT Group plc, and the group, which
includes its subsidiary undertakings, for the 2011 financial year.
The Business review on pages 8 to 43 forms part of this report. The
audited financial statements are presented on pages 91 to 150
and 155.
Corporate governance statement
We are committed to operating in accordance with best practice in
business integrity and ethics and maintaining the highest standards
of financial reporting and corporate governance. The directors
consider that BT has, throughout the year, complied with the
provisions set out in Section 1 of the 2008 Combined Code on
Corporate Governance (the ‘Code’) and applied the main principles
of the Code as described in pages 60 to 86 of this Report. The Code
and associated guidance can be found on the Financial Reporting
Council website at www.frc.org.uk/corporate/combinedcode.cfm
The Code was replaced in May 2010 by the UK Corporate
Governance Code (the ‘New Code’) for financial years beginning on
or after 29 June 2010. It is the intention of the directors to comply
with the New Code and during 2011 we have sought to implement
its provisions early as appropriate.
Directors
The names and biographical details of the directors are given on
pages 60 and 61 in Board of Directors and Operating Committee.
Changes to the composition of the Board from 1 April 2010 are set
out in the table below:
New directors Date of appointment
Nick Rose 1 January 2011
Jasmine Whitbread 19 January 2011
Following a nine-year term as a director, Clay Brendish’s current
appointment will end on 31 August 2011 when he will retire from
the Board.
0-3 Years
3-6 Years
6-9 Years
Length of tenure of non-executive directors
5
2
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