BT 2014 Annual Report Download - page 84

81
Governance
Governance
The Board’s annual programme includes
• Chief Executive’s reports
• Financial reports
• Strategy
• Line of business updates
• Risk management
• Dividend policy
• Investor relations
• Health, safety and well-being
• Succession planning
• Board evaluation
• Security updates
• Governance and compliance
• Approach to tax
• Annual Report & Form 20-F
• Group communications overview
In addition, during the year we had in-depth discussions on our network
and systems, BT’s brand, our culture, BT TV and BT Sport, the group’s
mobility strategy and gave particular focus to customer service, which
we set out in more detail in the box below.
Customer service
We are committed to putting the customer rst. The Board has
continued to spend signicant time on customer service throughout
the year both in and outside of Board meetings with regular updates
from the Chief Executive in his reports and as a regular item on the
Board’s agenda.
During the year, the Board visited one of BT’s major contact centres
to see sales and service operations in action. The Board met with
agents and saw rst-hand BT’s strengths and areas which require
continued focus. A similar visit by the Board to look at Openreach
customer service is scheduled for 2014.
We approved a number of changes to our Board committees.
Tony Chanmugam became a member of the
BT Pensions Committee
from 1October 2013, and of the
Committee for Sustainable and
Responsible Business
on 10December 2013. Following Patricia Hewitt’s
retirement, Tony Ball and Phil Hodkinson were appointed chairmen
of the
Remuneration Committee and the BT Pensions Committee
respectively. With eect from 1May 2014, Warren East was appointed
to the
Audit & Risk and the BT Pensions Committees and
Karen Richardson to the
Remuneration Committee .
Following the recommendation of the
Nominating & Governance
Committee,
we approved the extension of the appointments of Nick
Rose and Jasmine Whitbread on the expiry of their rst three-year terms,
as detailed on page 86. We also approved the extension of Baroness Jay’s
membership of the
Committee for Sustainable and Responsible Business
following the expiry of her second three-year term in January 2014.
Director election and re-election
Warren East and Iain Conn, having been appointed as directors by the
Board since the last Annual General Meeting (AGM), will retire at the
2014 AGM and will be proposed for election as required by BT’s Articles
of Association. All other directors will be proposed for re-election by
shareholders at the AGM in accordance with the Code.
2006 2008 20112007 20102009 2012 20142013
Length of appointment of Chairman and non-executive directors
Phil Hodkinson
Sir Michael Rake
Tony Ball
Jasmine Whitbread
Nick Rose
Karen Richardson
Warren East
Calendar year
Feb 2006
Sep 2007
Jul 2009
Jan 2011
Jan 2011
Nov 2011
Feb 2014
We include details of all directors’ contracts/letters of appointment in
the Report on Directors’ Remuneration.
Attendance at Board meetings
The following table shows the attendance of each director at meetings
of the Board during the nancial year. The Chairman meets privately
with the non-executive directors before each scheduled Board meeting.
If unable to attend a meeting, directors are encouraged to give the
Chairman their views and comments on matters to be discussed
in advance.
Board members
Meetings
Member Eligible toattend Attended
Sir Michael Rake (Chairman) 10 10
Ian Livingstona66
Gavin Patterson 10 10
Tony Chanmugam 10 10
Tony Ball 10 10
Warren Eastb11
Rt Hon Patricia Hewittc10 10
Phil Hodkinson 10 10
Karen Richardson 10 10
Nick Rose 10 10
Jasmine Whitbread 10 10
a Ian /ivingston retired from the Board on 10 September 2013.
b Warren East joined the Board on 1 February 2014.
c Patricia +ewitt retired from the Board on 23 March 2014.
The Chairman keeps under review the level of attendance and
contribution by directors at Board meetings, as well as their
performance. During the year, he met with each director on an individual
basis and considers that each of them continues to make an eective
contribution to the Board debate across a wide range of issues and
demonstrates commitment to the role. The Chairman also reviews
with each director any training or development they need to assist
them in performing their role. Patricia Hewitt reviewed the Chairman’s
performance during the year, taking into account feedback from the
other Board members, including from an internal evaluation exercise.
Board induction
On appointment, directors take part in an induction programme
to increase their knowledge and understanding of the business.
They receive information about BT including nancial data and the
key policies in support of BT’s business practices. They also receive details
on the role of the Board, its terms of reference, membership of the
main Board committees and the matters reserved for decision by the
Board, the Board committees or BT’s most senior executives. Below is a
summary of the induction programme for Warren East.
Induction for Warren East
Following our announcement in October 2013 of Warren East’s
appointment to the Board, Warren has undertaken a comprehensive
induction programme. This included
• meeting each line of business CEO to gain a good understanding of
their business and challenges
• briengs with the Company Secretary and other senior executives
across a range of functions, such as nance, investor and media
relations, security and human resources
• a visit to BT’s research laboratories at Adastral Park, Ipswich and