BT 2012 Annual Report Download - page 76

Governance
evaluation of his performance. We reviewed
PhilHodkinson’s other roles to assure ourselves
that he continues to be independent in
character and judgement and that there are no
relationships or circumstances that are likely
to affect this judgement. This and all other BT
Board appointments are subject to automatic
termination in the event of a director not being
re-elected by shareholders at the AGM.
Diversity
We considered the recommendations made
by Lord Davies on diversity on Boards and
indicated a strong support for the principle
of diversity in its widest sense. We have since
adopted a diversity policy for the Board.
Currently BT has 27% female representation on
the Board and our aim is to continue to have
at least 25%. We believe strong and effective
leadership in the attraction and appointment
process will make sure that BT remains an
organisation based on merit and provides the
opportunity for talented individuals, whatever
their background, to lead our business.
The internal questionnaire for the next annual
Board evaluation (mentioned below) asks
for, among other things, further views on the
composition of the Board, including diversity,
and this will be reported back to the Board at a
meeting early in 2013.
Governance framework
We reviewed the membership and chairs
of the Board Committees and made some
recommendations to the Board which resulted in:
 Nick Rose taking over from Phil Hodkinson
as Chairman of the
Audit & Risk Committee
from 1 January 2012 and becoming a
member of the
Remuneration Committee
inDecember
 Phil Hodkinson becoming Chairman of the
EAB from 14 January 2012
 Jasmine Whitbread becoming a member
of the
Audit & Risk Committee in
December2011
 Dame Ellen MacArthur’s membership of
the CSRB being extended for a further
threeyears
 Clare Chapman, Group People Director,
becoming a member of the CSRB from
1January 2012 and a member of the
BT
Pensions Committee
in September 2011.
Having undertaken an external evaluation
of the Board in 2012, we agreed that the
next Board evaluation should be conducted
internally by electronic questionnaire. This was
sent out in March by the Company Secretary.
The Chairman will also conduct one-to-one
interviews with directors on their performance
and the Senior Independent Director will
conduct the annual evaluation of the
Chairman. The Company Secretary will present
the results of the questionnaire to the Board
for discussion early in 2013.
The terms of reference of the Committee
have been reviewed and some changes
recommended to the Board which were
approved in April 2012. The key changes
include reflecting that we now meet quarterly
and changing the quorum from three to two
(in line with BT’s other Board Committees) and
specifically keeping under review the policy on
Board diversity.
An evaluation of the effectiveness of the
Committee is being undertaken by
questionnaire sent out in March 2012 and
theresults will be reported back to the
Committee at their next meeting in June 2012.
We reviewed the number of external
directorships held by the Chairman and
members of the Board and
Operating
Committee
and we have agreed that the
job descriptions for the Chairman and Chief
Executive be updated.
Governance and compliance
Governance and compliance programme
During the year we have reviewed and
endorsed BT group-wide policies on marketing
development funds, conflicts of interest, gifts
and hospitality, agents and personal data. We
also reviewed the whistleblowing procedures
and confidential hotline and received a
summary of key cases, issues and statistics as
well as looking at outcomes of key cases.
Regional governance committees
At each meeting we receive an update on the
meetings held by the five regional governance
committees (RGCs): UK and Republic of
Ireland; US and Canada; Europe, Middle East
and Africa; Latin America; and Asia Pacific and
the India sub-committee, together with the
minutes of those meetings. We also receive an
update on progress against key performance
indicators. Each RGC reviews the same core
issues together with any governance or
compliance items that are specific to that
region. They have also developed a risk
register for their region and work is in progress
to ensure these are aligned with both the
BT group and individual lines of business
registers. Work is also underway to support
the top-down and bottom-up cascade of risk
between the RGC and the countries in that
region. The members of the Committee have
a standing invitation to join the RGC meetings
and Patricia Hewitt has attended a number of
Asia Pacific and India meetings and Eric Daniels
attended a meeting of the Latin America RGC.
During the year each RGC chair has presented
at a Committee meeting and highlighted both
the achievements of the RGC so far and also
the focus areas for the year ahead, such as the
roll-out of the policy on agents.
The minutes of the
Nominating & Governance
Committee
meetings are sent, at their request,
to directors who are not members of the
Committee, where appropriate to do so.
Sir Michael Rake
Chairman of the Nominating & Governance
Committee
9 May 2012
Reports of the Board Committees
Overview
BusinessStrategy
Performance
Governance
Financial statements
Additional information Overview
BusinessStrategy
Performance
Governance
Financial statements
Additional information