BT 2012 Annual Report Download - page 71

68 Governance
of investor relations and communications activities. In relation to people,
the Board received updates on health, safety and well being and a report
on talent and leadership development. In relation to potential conflicts
of interest, ahead of any discussions on tax, Phil Hodkinson declared that
he was on the Board of HMRC. The Board were comfortable there was no
conflict in relation to the matters being discussed.
Board evaluation
Boardroom Review, an independent external organisation, was
appointed, after a tender exercise, to conduct a Board evaluation. The
methodology included one-to-one interviews and observation of a
Board meeting to provide an independent external view of the Board’s
effectiveness. A report was produced and discussed at the Board
meeting in May 2011. The report described a number of areas where
the Board was effective and functioning well. In addition there were
some areas where enhancements could be considered and a number of
actions were agreed by the Board. Progress against the main actions is
highlighted in the table below:
Key areas Actions
Strategy
Additional time to focus on strategy In addition to the annual Board
strategy session, regular strategy
updates have been received by the
Board and are also planned for 2013
Opportunities to improve
understanding of the business
A programme has been established
to give the non-executive directors
a better appreciation of the different
elements of BT in the UK and overseas
Access to wider external
perspective
Both our corporate brokers have
attended separate Board meetings
during the year
Focus of work
Whether the
Audit & Risk
Committee
members are receiving
sufficient information to support
the extended remit and focus on
risk
Separate annual presentations are
given by the Chief Executive and each
of the lines of business and internal
service unit CEOs, to the
Audit &
Risk Committee
. Responses to the
Committee evaluation questionnaire
did not highlight any concerns
Board members to have further
opportunities to see senior
executives
Continuation of Talent breakfasts
with the Chairman and non-executive
directors and one-to-one meetings
are being arranged
Meetings
Extend the time to discuss priority
agenda items
Considered on a meeting-by-meeting
basis and continued use of working
lunch sessions to discuss additional
topics
Consideration of offsite and/or
overseas board meetings
During the year a Board meeting
was held in Adastral Park, where
BT’s research, technology and IP
operations are based. An overseas
Board meeting is planned for 2013
The internal questionnaire for the next annual Board evaluation has
been distributed and covers the following areas: composition and
effectiveness of the Board; the processes supporting the Board, and
performance. The results of the questionnaire will be discussed by the
Board early in 2013.
In addition, the
Audit & Risk Committee , Nominating & Governance
Committee
and the Operating Committee have undertaken an
evaluation of their effectiveness.
Training and information
On appointment, directors take part in an induction programme to
deepen their knowledge and understanding of the business. They
receive information about BT, the role of the Board and the matters
reserved for its decision, the terms of reference and membership
of the main Board Committees, and the powers delegated to those
Committees, BT’s corporate governance policies and procedures,
including the powers reserved to the group’s most senior executives,
and the latest financial information. The induction programme also
includes meetings with each of the executive and non-executive
directors, members of the
Operating Committee and senior executives
across the business.
Following her appointment to the Board in November 2011, Karen
Richardson has completed her induction programme including one-to-
one meetings with the lines of business CEOs, senior executives across
the business, attendance at leadership team meetings and a visit to
Adastral Park.
In addition to the induction programme, an on-going programme of
director development and company awareness has been developed
to give the non-executive directors an appreciation of the different
elements of the business both in the UK and overseas. As mentioned
opposite, the Board also visited Adastral Park.
Directors are continually updated on BT’s business, the competitive
and regulatory environments in which it operates and other changes
affecting BT and the communications industry as a whole, by written
briefings and meetings with senior BT executives. Directors are also
advised on appointment of their legal and other duties and obligations
as a director of a listed company, both in writing and in face-to-face
meetings with the Company Secretary. They are reminded of certain
obligations each year and they are also updated on changes to the
legal, accounting and governance requirements affecting the company
and themselves as directors. During 2012, for example, they attended
a presentation on accounting policies, financial reporting and other
developments, and an annual governance update. They also received
briefings on changes to UK company law and on various corporate
governance matters through regular Secretary’s Reports. The Chairman
also sends a weekly email to non-executive directors which includes
topical sector highlights and updates on key business activities, and
a monthly Investor Relations and Analyst Relations report is sent to
theBoard.
Guidelines govern the content, presentation and delivery of papers for
each Board meeting, so that the directors have enough information to
be properly briefed sufficiently far ahead of each Board meeting and at
other appropriate times, and to take account of their duties as directors.
How we govern the company
Overview
BusinessStrategy
Performance
Governance
Financial statements
Additional information Overview
BusinessStrategy
Performance
Governance
Financial statements
Additional information