BT 2015 Annual Report Download - page 108

106 BT Group plc
Annual Report 2015
ur polic for the coposition of the oard is to support diversit in its
widest sense. e want to attract oard ebers with a diverse rane of
bacrounds who will contribute a wealth of nowlede understandin
and eperience of the counities to who  provide services.
urender diversit polic for the oard is to ai to have at least 
feale representation on the oard. ith three feale ebers out
of11 we currentl have  feale representation. e ensure that
diversit is considered as part of an candidate shortlist process drawn
up b eternal search consultants. ou can read ore about s
approach to diversit on pae .
overnance structure and eectiveness
e continue to eep under review our overnance structure and the
ebership of s oard coittees.
n epteber we discussed whether the oard could better eep abreast
of the rapid technoloical chanes in the sector. e recoended that
the oard approve a new oard coittee to aree the developent
and ipleentation of s aor technolo innovation strateies and
aintain oversiht of aor operational and technolo riss. heoard
approved the establishent of the
echnolo oittee and its
ebership in oveber.
e also coissioned a review of our oard coittee structure
to assess whether it provides the optiu assurance fraewor for
the review of non-financial riss includin those associated with our
copliance proraes. e recoended to the oard the ove of
oversiht of certain non-financial riss currentl reviewed b us to the
udit  is oittee toether with the associated chanes to our
ters of reference. e also carried out a eneral review and update of
our ters of reference and recoended soe chanes which the
oard approved in pril 01. eparatel we recoended to the
oard soe chanes to its ters of reference in particular to ae ore
eplicit the oards role in soe e areas of ris. The oard approved
these chanes in pril 01.
e reviewed our oard coittees ebership and recoended
which the oard approved the appointent of sabel udson as
chair of the
ualit of ccess oard . he oard also approved sabels
appointent as chair of the
 ensions oittee . oth appointents
tae eect fro 1 ebruar 01.
oittee evaluation 011
s part of the triennial eternal oard evaluation eercise conducted
b intstoc in arch 01 coittee ebers alon with the hief
ecutive and roup eneral ounsel  opan ecretar copleted
a uestionnaire specificall on the eectiveness of the coittee.
verone rated the coittees overall eectiveness as ood or above.
e discussed the results of the uestionnaire and areed the proposed
actions in une. n eceber we reviewed proress aainst the action
plan and we hihliht our proress in e areas in the table opposite
Key areas Actions
Succession planning for the Board and senior management
 eview of the oard
sills atri
 e reviewed the oard sills atri
at our epteber eetin and the
atri was further updated followin
input fro the oard.
 uccession plannin
for eecutive board
appointments and
senior management
positions
 e reviewed with the hief ecutive
his plans for eecutive director
succession and other e senior
management appointments at a
specific additional eetin of the
coittee.
 oard would benefit
fro
i reater financial
epertise on e
coittees
ii reater
international
diversit
iii epertise in
custoer eperience
issuesanaeent
of major contracts
 ur appointents this ear of ain
onn and sabel udson have provided
additional epertise includin in areas
of finance and pensions and increased
the rane of custoer reulation and
international eperience on the oard.
 sabel has been appointed as a eber
of the
BT ensions oittee and
will becoe chair of this coittee
and of the  on 1 ebruar 01.
ain onn is a eber of the
Audit &
is oittee
and oinatin 
overnance oittee
.
Anti-Corruption and Bribery (ACB)
 ontinued focus on
 and the need to
ebed an ethical and
compliant culture
across BT
 e have received reular  updates.
hese have included a tareted
assurance plan for  copliance and
operational eectiveness across all in
scope leal entities over a three-ear
ccle toether with the current and
planned assurance activit for review
of eternal aents.
 e continue to focus on the need
to hihliht within the copan the
conseuences of ethical isconduct
for individuals.
 e received a report in arch on the
enhanceents bein ade to the
conicts of interest processes and
procedures.
Data governance and security
 ontinued review
of our compliance
programmes
on privac data
overnance and
security
 s part of the oard overnance
seinar in une the oard received an
eternal presentation on privac and
also had a discussion on huan rihts.
 s chief privac ocer provided us
with an annual update on privac data
overnance and transforation at our
oint eetin with the
udit  is
oittee
in eceber.