BT 2012 Annual Report Download - page 75

72 Governance
Sir Michael Rake
around the world (such as data protection) are
monitored for their impact on the business.
The Committee’s terms of reference include
reviewing the policy on where BT does
business, the training and communication of
governance and compliance policies, and the
approach to appointments to subsidiaries and
associated companies’ boards and conflicts
ofinterest.
What we have done
We met four times in 2012 and the chart
below shows how we allocated ourtime.
Allocation of time
5%
32%
31%
16%
16%
Regional governance
committees
Governance & compliance
programme
Board membership
including directors
Committee structure
and effectiveness
Other matters
Nominating
Board membership
During the year we reviewed the composition
and skills matrix of the Board and highlighted
a few areas where additional expertise would
be beneficial, namely technology and specific
geographic understanding. These would be
considered in future board appointments.
Having assessed and met with several
potential candidates, a number of the
Committee interviewed Karen Richardson and
recommended to the Board her appointment
as a non-executive director. We felt that this
appointment would help strengthen our
diversity and the Board’s overall technology
skills as Karen brings valuable experience in US
technology and internet businesses.
We recommended to the Board that the
appointment of Phil Hodkinson be extended
for three years (terminable on three-months’
notice) following the expiry of his second
three-year term, subject to rigorous
Nominating & Governance Committee Chairman’s report
Our role
The Committee’s terms of reference
are available on our website at
www.bt.com/committees
As we reported last year, the remit of the
Committee has been extended giving it the
responsibility for oversight of governance and
compliance issues as well as our existing role of
making sure there is an appropriate balance of
experience and abilities on the Board.
Nominating
We keep under review the size and
composition of the Board and the need to
refresh the membership so that we have the
appropriate balance of skills, experience,
independence and knowledge of the group.
This includes keeping under review our policy
on Board diversity including gender and any
measurable objectives set for implementing
the policy. In conjunction with the skills
matrix for the Board that we have developed,
we identify the specific experience and
skills that we are looking for and consider
candidates that are put forward by the Board
and external consultants. We ensure that
diversity is considered as part of the shortlist
process drawn up by our external consultants
and, having met potential candidates, the
Committee makes a recommendation to
theBoard.
We advise the Board on succession planning
for all Board appointments (and the Company
Secretary). We also make recommendations to
the Board on the re-appointment of non-
executive directors at the end of their terms of
office. We keep under review the time required
of the non-executive directors to carry out
their duties and commitments and the number
of external directorships held by the Board and
the members of the
Operating Committee .
Governance and compliance
We consider, determine and review BT’s
governance and compliance in particular
regarding corporate governance, ethics,
business principles, international trade and
data preservation and protection in the UK and
around the world. We keep under review the
governance structure of the group including
our regional approach to governance. We
review the processes for and effectiveness of,
the whistleblowing procedures within BT and
have a code of ethics for the Chief Executive,
Group Finance Director and senior finance
managers as required by the Sarbanes-Oxley
Act. Corporate governance developments
Who we are
At the request of the Board, I chair the
Nominating & Governance Committee
although I would not participate in any
discussion concerning the selection and
appointment of my successor.
The membership of the Committee and
attendance at meetings is set out below. With
the exception of Clay Brendish, all members of
the Committee served throughout 2012.
The Company Secretary and, where appropriate,
at the invitation of the Chairman, the Chief
Executive attends the Committee’s meetings.
Committee members
Meetings
Member
Eligible
to attend Attended
Sir Michael Rake
(Chairman) 4 4
Tony Ball 4 4
Clay Brendisha22
Eric Daniels 4 4
Rt Hon Patricia Hewitt 4 4
Phil Hodkinson 4 4
a Clay Brendish retired from the Committee on
31August 2011.
Reports of the Board Committees
Overview
BusinessStrategy
Performance
Governance
Financial statements
Additional information Overview
BusinessStrategy
Performance
Governance
Financial statements
Additional information