BT 2012 Annual Report Download - page 70

Governance
Roles of the Chairman and the Chief Executive
The roles of the Chairman and the Chief Executive are separate. They
are set out in written job descriptions, approved by the
Nominating &
Governance Committee
.
The Chairman
The Chairman provides leadership for the Board on all aspects of its role.
His key activities include:
 chairing the Board,
Nominating & Governance Committee , and
the
Committee for Sustainable and Responsible Business; being a
member of the
BT Pensions Committee and promoting a culture to
facilitate open debate and appropriate challenge
 consulting the non-executive directors on corporate governance
issues, particularly the Senior Independent Director
 reviewing the individual performance of the non-executive directors
and the Chief Executive
 holding regular meetings with the non-executive directors at which
they discuss matters without the executive directors being present
 making sure, with the Chief Executive and the Company Secretary,
that the Board is kept properly informed, is consulted on all issues
reserved to it and that its decisions are made in a timely and
considered way that enables the directors to fulfil their fiduciary
duties
 making sure that new directors receive full, formal and tailored
induction, and that all directors continue to update and refresh their
skills and knowledge
 making sure that the views of the shareholders are known to the
Board through the Company Secretary and considered appropriately
 representing BT in specified strategic and Government relationships,
as agreed with the Chief Executive, and generally acting as the
bridge between the Board and the executive team, particularly on
BT’s broad strategic direction.
The Chief Executive
The Chief Executive has ultimate executive responsibility, reporting to
the Board, for the day-to-day running of the business and the success
of the group.
He is responsible for leading the management and the operational
performance of the group, as well as the effective implementation of
the strategy and the business plan agreed by the Board, while managing
the risks.
His role includes:
 leading the
Operating Committee in the day-to-day running of
thebusiness
 maintaining an effective dialogue with major shareholders
 establishing and maintaining key relationships such as those with
governments, regulators, key industry players and opinion formers
 monitoring the performance of executive directors and
seniormanagement
 maintaining an effective framework for internal controls and
riskmanagement.
Role of the non-executive directors
The non-executive directors:
 provide a strong, independent element on the Board and are well
placed to challenge constructively and help develop proposals
onstrategy
 collectively bring experience and independent judgment, gained
at the most senior levels of international business operations and
strategy, finance, marketing, technology, communications and
political and international affairs and corporate social responsibility.
In her capacity as the Senior Independent Director, and as the Chair of
the
Remuneration Committee , Patricia Hewitt meets with BT’s major
institutional shareholders and shareholder representative bodies and is
able, if necessary, to discuss matters with these shareholders where it
would be inappropriate for those discussions to take place with either
the Chairman or the Chief Executive. See page 93 for further details. She
is also a sounding board for the Chairman and an intermediary for the
other directors when necessary.
Non-executive directors are appointed initially for three years, subject
to three months’ termination notice from either BT or the director,
and automatic termination in the event of not being re-elected by
shareholders at the AGM. Appointments may be extended for usually
up to two further three year periods (subject to annual re-election),
provided the director remains independent, and after rigorous review.
Each non-executive director is provided, upon appointment, with a letter
setting out the terms of his or her appointment, including membership
of any Board Committees, the fees to be paid and the time commitment
expected from the director. Each non-executive director is asked to allow
a minimum of 22 days each year, subject to Committee commitments,
and allowing slightly higher in the first year in order to go through
the induction programme. It is also highlighted that additional time
commitment may be required if the company is going through increased
activity. The letter also covers such matters as the confidentiality of
information and BT’s share dealing code.
What we have done
The chart below shows how we allocated our time.
Allocation of time
31%
24%
23%
14%
4% 4%
Finance & investor
relations
Business updates &
CEO reports
Governance, risk &
audit
Strategy
People and health
& safety
Other matters
In addition to the regular monthly reports from the Chief Executive,
Group Finance Director and Company Secretary, each of the lines of
business and internal service units presented during the year on their
business, including opportunities and challenges. A number of strategy
reviews took place throughout the year, and the Board also considered
the company’s approach to tax and private shareholders and had a review
How we govern the company
Overview
BusinessStrategy
Performance
Governance
Financial statements
Additional information Overview
BusinessStrategy
Performance
Governance
Financial statements
Additional information