BT 2011 Annual Report Download - page 89

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 remuneration policies and governance
issues. All non-executive directors have an invitation to attend
investor meetings if they wish and during the year the Senior
Independent Director has held meetings with major institutional
shareholders and representative bodies about governance and
remuneration policy. 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 private
shareholders about the quality of our shareholder communications.
In 2010 we randomly selected 9,000 private shareholders to give
them an opportunity to provide feedback and help us improve our
engagement with them. In line with our cost transformation
objectives we are encouraging our private shareholders to receive
electronic shareholder communications.
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 6 May 2011 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 845,250,432 10.88
BlackRock Inc. 398,607,977 5.14
AGM resolutions
Shareholders will be asked to 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 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 2010 AGM, votes on all
matters at the 2011 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
chairs of the
Audit & Risk , Nominating & Governance and
Remuneration Committees are at the AGM and are available to
answer relevant questions. All the directors attended the 2010
AGM.
The resolutions to be proposed at the 2011 AGM at Old
Billingsgate, London on 13 July, together with explanatory notes,
appear in the separate
Summary financial statement & notice of
meeting 2011
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/btagm2011
and will be available after the AGM.
Authority to purchase shares
The authority given at last year’s AGM of the company held on
22 July 2010 for BT to purchase in the market 775m of its shares,
representing 10% of the issued share capital, expires on 13 July
2011. Shareholders will be asked to give a similar authority at the
AGM.
During 2011, 9.7m treasury shares were transferred to meet BT’s
obligations under our employee share plans. At 6 May 2011 a total
of 389m 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
Company Secretary
11 May 2011
SHAREHOLDERS AND ANNUAL GENERAL MEETING
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