BT 2012 Annual Report Download - page 96

Governance
Shareholders and Annual General
Meeting
Relations with shareholders
The Chief Executive and Group Finance Director, as well as other
senior executives, hold meetings with BT’s institutional shareholders
and prospective shareholders to discuss BT’s strategy and financial
performance. The Chairman met with major shareholders during the year.
All non-executive directors, including the Senior Independent Director,
have an invitation to attend investor meetings if they wish. During the
course of the year Patricia Hewitt, as Senior Independent Director and
Chair of the
Remuneration Committee had a dialogue with and met with
BT’s top institutional shareholders and bodies representing institutional
investors, to discuss remuneration issues and associated governance, and
to obtain their feedback on BT's proposed remuneration policy. Contact
with institutional shareholders (and with financial analysts, brokers and
the media) is controlled by written guidelines to ensure the protection of
inside information that has not already been made generally available to
the market.
During the year we randomly surveyed 9,000 private shareholders to
help us improve our engagement with them. In response to the survey's
findings we have further simplified and reduced the use of jargon in our
shareholder communications.
The directors are provided with regular reports and other written
briefings on shareholders’ and analysts’ views and are kept informed by
the Company Secretary about the holdings of the principal shareholders.
Established procedures ensure the timely release of inside information
and the publication of financial results and regulatory financial
statements. All external announcements are also reviewed for accuracy
and compliance requirements by a committee of senior executives, the
Disclosure Committee, which is chaired by the Company Secretary.
Substantial shareholdings
At 3 May 2012 BT had received notification, under the Disclosure &
Transparency Rules issued by the Financial Services Authority, in respect
of the following holding of shares representing the percentage holding
of BT’s total voting rights as shown:
Shares % of total voting rights
Invesco Limited 771,361,667 9.91
In addition to the above, Blackrock Inc holds 392,489,006 shares
representing 5.04% of total voting rights and Legal & General
Investment hold 302,869,450 shares representing 3.89% of total
voting rights. No changes in these holdings have been notified to
BT in 2012.
Annual General Meeting
Resolutions
Shareholders will be asked to vote on the Annual Report at the AGM.
Shareholders will also again be asked to vote separately on the Report on
Directors’ Remuneration.
It is part of our policy to involve shareholders fully in the affairs of the
company and to give them the opportunity at the AGM to ask questions
about BT’s activities. We also give shareholders the opportunity to vote
on every substantially different issue by proposing a separate resolution
for each issue. The proxy votes for and against each resolution, as well as
votes withheld, will be counted before the AGM and the results will be
made available at the meeting. As at the 2011 AGM, votes on all matters
at the 2012 AGM, except procedural issues, will be taken on a poll. Every
vote cast, whether in person or by proxy at the meeting will be counted.
The outcome of voting on the resolutions will be posted on our website as
soon as possible after the meeting. It is our policy for all directors to attend
the AGM if at all possible. While, because of ill health or other pressing
reasons, this may not always be possible, in normal circumstances this
means that the Chairs of the
Audit & Risk , Nominating & Governance and
Remuneration Committees are at the AGM and are available to answer
relevant questions. All the directors attended the 2011AGM.
The resolutions to be proposed at the 2012 AGM at Old Billingsgate,
London on 11 July, together with explanatory notes, appear in the separate
Summary financial statement & notice of meeting 2012 which is sent to
all shareholders who have requested a copy. Copies of this Annual Report
are sent only to shareholders who have requested or request a copy. All
shareholders are notified of the publication of these documents which are
sent out in the most cost-effective way. We aim to give as much notice
of our AGM as possible and at least 21 clear days’ notice, as required by
our Articles of Association. In practice, these documents are being sent to
shareholders more than 20 working days before the AGM.
Resolutions to re-appoint PricewaterhouseCoopers LLP as BT’s auditors and
to authorise the directors to agree their remuneration will also be proposed
at the AGM.
The presentation made by the Chairman and the Chief
Executive will be broadcast live on our website at
www.bt.com/btagm2012 and will be available after the AGM
Authority to purchase shares
The authority given at last year’s AGM of the company held on 13 July
2011 for BT to purchase in the market 776m of its shares, representing
10% of the issued share capital, expires on 11 July 2012. Shareholders
will be asked to give a similar authority at the AGM.
During 2012, 12.7m treasury shares were transferred to meet BT’s
obligations under our employee share plans. At 9May 2012 a total
of 363m shares were retained as treasury shares. All the shares were
purchased in an on-market programme of buying back BT shares from
November 2003 to 31 July 2008.
By order of the Board
Andrew Parker
Company Secretary
9 May 2012
Shareholders and Annual General Meeting
Overview
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Governance
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Additional information Overview
BusinessStrategy
Performance
Governance
Financial statements
Additional information