BT 2012 Annual Report Download - page 68

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Governance
Company Secretary
Andrew Parker was appointed Company
Secretary on 1 April 2008 and is an
employer-nominated trustee director of
the BT Pension Scheme.
The Company Secretary:
 manages the provision of timely,
accurate and considered information
to the Board for its meetings and, in
consultation with the Chairman and
Chief Executive, at other appropriate times
 recommends to the Chairman and the Chief Executive, for
Board consideration where appropriate, corporate governance
policies and practices and is responsible for communicating and
implementing them
 advises the Board on appropriate procedures for the
management of its meetings and duties (and those of the
main Committees), as well as corporate governance and
compliance within the group.
The appointment and removal of the Company Secretary is a
matter for the whole Board.
Andrew Parker
Director election and re-election
Karen Richardson, having been appointed as a director by the Board
during the year, will retire at the 2012 Annual General Meeting and will
be proposed for election as required by BT’s Articles of Association. All
other directors, except Eric Daniels, who steps down from the Board on
13 June 2012, will be proposed for re-election this year. Details of all
directors’ contracts/letters of appointment are included in the Report
on Directors’ Remuneration.
Length of appointment of Chairman and non-executive directors
Phil Hodkinson
Rt Hon Patricia Hewitt
Eric Daniels
Tony Ball
Jasmine Whitbread
Nick Rose
Karen Richardson
2012201120102009
Calendar year
200820072006
Feb 2006
Sep 2007
March 2008
April 2008
July 2009
Jan 2011
Jan 2011
Nov 2011
Sir Michael Rake
Our governance structure
The Board has ultimate responsibility for the management of the group, and has structured its Committees as follows:
Operating
Committee
Design
Council
Equality of
Access Board
Remuneration
Committee
Audit & Risk
Committee
BT Pensions
Committee
Committee for
Sustainable and
Responsible
Business
Nominating &
Governance
Committee
BT Group plc Board
How we govern the company
The reports of the following Committees are set out on pages 70 to 88:
Audit & Risk Committee; Nominating & Governance Committee; BT
Pensions Committee; Committee for Sustainable and Responsible Business
(CSRB) and
Remuneration Committee
.
The
Equality of Access Board
(EAB), is also a Committee of the Board and monitors, reports and advises BT on its compliance with the
Undertakings given by BT to Ofcom (the Undertakings). Phil Hodkinson took over from Carl Symon as Chairman of the EAB in January and the
other members are: Dr Tim Whitley (Managing Director of Research & Technology) a BT senior executive; and three independent members:
SirBryan Carsberg, Stephen Pettit and Dr Peter Radley. The EAB reports regularly to the Board and publishes an annual report to Ofcom.
How we govern the company
The EAB’s terms of reference and annual report to Ofcom
are available at www.bt.com/eab
Overview
BusinessStrategy
Performance
Governance
Financial statements
Additional information Overview
BusinessStrategy
Performance
Governance
Financial statements
Additional information