BT 2015 Annual Report Download - page 100

98 BT Group plc
Annual Report 2015
The Board
Who we are
ou can read about the oard directors and the sills and eperience
theeach brin to the oard on paes 9 and 9.
he oard consists of the hairan the hief ecutive the roup
inance irector and eiht non-eecutive directors includin the
eniorndependent irector. t is supported b the opan ecretar.
he roles of the hairan and the hief ecutive are separate.
heare set out in written ob descriptions which provide clear distinct
responsibilities for each role.
s entioned in the nnual eport  or 0- 01 ain onn
oined the oard on 1 une 01. e also appointed ain as a eber
of the
udit  is oittee and of the oinatin  overnance
oittee
.
nd on  epteber 01 we announced sabel udsons appointent
as a non-eecutive director and a eber of the
 ension oittee
with eect fro 1 oveber 01.
ollowin the
oinatin  overnance oittees recoendation
we approved the etension of the appointent of Karen ichardson on
the epir of her first three-ear ter. hil odinson copleted nine
ears service in anuar 01 and in accordance with the ode the
oard assessed whether hil is independent of anaeent and an
business or other relationship that could ateriall interfere with the
eercise of obective or independent udeent or his abilit to act in
the roups best interests. he oard considered the recoendations
of the
oinatin  overnance oittee and concluded that hil
reains a valuable and eective independent non-eecutive director
who deonstrates the hihest coitent to the role. e etended
hils appointent for a further ear and announced on 1 pril 01
that hewill step down fro the oard in anuar 01.
he oard included a aorit of independent non-eecutive directors
throuhout the ear. e viewed the hairan as independent at the
tie of his appointent and consider all of the other non-eecutive
directors to be independent under the ters of the ode.
ou can read about the roles of the oard ebers and the opan
ecretar below.
he hairan
he hairans role is to
 lead the oard with a culture of openness debate and appropriate
challene
 proote the hihest standards of corporate overnance
 ensure that the oard deterines the nature and etent of the
sinificant riss  is willin to tae in ipleentin its strate
 ae sure that the oard receives accurate tiel and clear
inforation and is consulted on all atters iportant to it
 onitor the contributions and perforance of the oard ebers
 ae sure that  aintains eective counication with
shareholders and counicate their views and concerns to the oard
and
 be a e contact for iportant staeholders and toether with the
hief ecutive and enior ndependent irector represent  in e
strateic and overnent relationships.
he hief ecutive
he hief ecutives role is to
 lead the roups perforance and anaeent
 propose strateies business plans and policies to the oard
 ipleent oard decisions policies and strate
 develop and proote copliance with s policies on conductin
business loball
 aintain an eective fraewor of internal controls and ris
anaeent
 lead the
peratin oittee in the da-to-da runnin of the
business end to end and
 lead otivate and onitor the perforance of s senior
anaeent tea and focus on succession plannin for roles
onthe
peratin oittee .
he on-ecutive irectors
 non-eecutive directors role is to
 brin eperience and independent udeent to the oard and
 challene constructivel and help develop proposals on strate.
he enior ndependent irector
he enior ndependent irector is an independent non-eecutive
director whose role is to
 eet with s aor institutional shareholders and shareholder
representative bodies when reuested and if necessar to discuss
atters with the where it would be inappropriate for those
discussions to be with either the hairan or the hief ecutive
 act as a soundin board for the hairan and as an interediar
between the other directors and the hairan when necessar and
 review the hairans perforance durin the ear tain account
offeedbac fro other oard ebers.
he opan ecretar
he opan ecretars role is to
 anae the provision of tiel accurate and considered inforation
to the oard
 recoend corporate overnance policies and practices to the
hairan and the hief ecutive
 ipleent and counicate corporate overnance policies across
theroup and
 advise the oard and its coittees on corporate overnance and
copliance in the roup and appropriate procedures for anain
their eetins and duties.
he opan ecretars appointent and reoval is a atter for the
whole oard.
What we have done
he oard is responsible for the roups strate and for overseein
the roups perforance but deleates da-to-da responsibilit to
eecutive anaeent. ut there are a nuber of atters reserved
to the oard. hese include atters relatin to the roups strate
approvin aor acuisitions for eaple this ear the proposed
acuisition of  oversiht and control rowin shareholder value
andcorporate overnance.
he chart below shows how the oard allocated its tie.  nuber of
these areas are also considered b the oard coittees.
Allocation of time
34%
Strategy
20%
Finance & investor relations
26%
3%
People, health & safety
14%
Governance,
risk & audit
3%
Other Business &
CEO updates
he oard has a forward prorae of business see pae 99 to ensure that
it allocates sucient tie to e areas and that the prorae is eible
enouh for ites to be added to an particular aenda as necessar.