BT 2012 Annual Report Download - page 95

92 Governance
The disclosures which are not covered elsewhere in this Report include
the following:
 BT has two employee share ownership trusts which hold BT shares for
the purpose of satisfying awards made under the various employee
share plans. The trustee of the BT Group Employee Share Investment
Plan may invite participants on whose behalf it holds shares to direct
it how to vote in respect of those shares, and if there is an offer for
the shares or other transaction which would lead to a change of
control of BT, participants may direct it to accept the offer or agree to
the transaction. In respect of shares held in the BT Group Employee
Share Ownership Trust, the trustee abstains from voting those shares,
and if there is an offer for the shares the trustee is not obliged to
accept or reject the offer but will have regard to the interests of the
participants, may consult them to obtain their views on the offer and
may otherwise take the action with respect to the offer it thinks fair
 we are not aware of any agreements between shareholders that may
result in restrictions on the transfer of shares or on voting rights
 no person holds securities carrying special rights with regard to
control of the company
 proxy appointment and voting instructions must be received by
the registrars not less than 48 hours before a general meeting (see
alsopage 182)
 the amendment of BT’s Articles of Association requires shareholder
approval in accordance with legislation in force from time to time
 the powers of the directors are determined by UK legislation and
the Articles of Association. The directors are authorised to issue and
allot shares, and to undertake purchases of BT shares subject to
shareholder approval at the AGM
 BT Group plc is not party to any significant agreements that take
effect, alter or terminate upon a change of control following
atakeover
 we do not have any agreements with directors providing for
compensation for loss of office or employment that occurs because
of a takeover. There is similarly no such provision in standard
contracts for employees.
Financial instruments
Details of the financial risk management objectives and policies of the
group and exposure to interest risk, credit risk, liquidity risk and foreign
exchange are given in note 26 to the consolidated financial statements.
Political donations
Our continuing policy is that no company in the group will make
contributions in cash or kind to any political party, whether by gift or
loan. However, the definition of political donations used in the 2006 Act
is very much broader than the sense in which these words are ordinarily
used. It may cover activities such as making Members of Parliament and
others in the political world aware of key industry issues and matters
affecting the company, which make an important contribution to their
understanding of BT.
The authority we are requesting at the AGM is not designed to
change the above policy. It will, however, ensure that BT continues
to act within the provisions of the 2006 Act requiring companies to
obtain shareholder authority before they can make donations to EU
political parties and/or political organisations as defined in the 2006
Act. During 2012, the company’s wholly-owned subsidiary, British
Telecommunications plc, made payments totalling £3,550 (2011:
£11,935). No loans were made to any political party by any company in
the BT Group.
Business policies
Our Ethical Code: ‘The Way We Work’ (TWWW) has been in place for
over ten years and we are in the process of refreshing the content. This
states our business principles and it applies to all employees, agents,
contractors and others when representing BT. The code is available in
11languages and we ask all our employees to confirm their support and
compliance with the policy.
It is supported by a number of ethical policies, including Anti-
Corruption and Bribery, Gifts and Hospitality, Charitable Donations
and Sponsorship and Agents; as well as guidance on ethical issues. All
employees and contractors are required to sign up to
TWWW and our
Anti-Corruption and Bribery Policy. Our suppliers are also expected to
comply with the principles set out in
TWWW and our ethical policies.
We have a number of key performance indicators that we use to track
our training and confirmations of compliance, and our performance
against our ethical policies. We have carried out a culture survey of
our employees and we have followed this up with interviews of senior
managers to track the ethical culture of our business.
We operate a Gifts and Hospitality recording system for our employees
to register and get approval of all gifts and business entertainment
given and received. We are committed to high ethical standards and
legal compliance in all aspects of our business. We provide training
on ethical issues, health and safety and other compliance topics. A
dedicated ethics helpdesk is available to employees who have questions
or would like guidance about our ethical policies. We also provide a
confidential helpline so people can report any ethical concerns.
Better Future: BT’s 2012 Sustainability report is available
on our website at www.bt.com/betterfuture
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BusinessStrategy
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