BT 2015 Annual Report Download - page 133

131
Overview
The Strategic Report
Purpose and strategy Delivering our strategy 0ur lines of business Group performance Governance
Financial statements Additional information
Our directors’ names and
functions on page
96
The Strategic Report
from page
19
The code of ethics adopted
for the purposes of the
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www.bt.com/ethics
Find out more
'LUHFWRUVoDQGRƯFHUVoOLDELOLW\LQVXUDQFHDQGLQGHPQLW\
or soe ears  has purchased insurance to cover the directors
ocers and eploees in positions of anaerial supervision of  roup
plc and its subsidiaries aainst defence costs civil daaes and insoe
circustances civil fines and penalties followin an action brouht
aainst the in their personal capacit. he polic also covers such
individuals whilst servin at the copans reuest as directors of other
copanies or of oint ventures or on the boards of trade associations or
charitable oranisations. he insurance operates to protect the directors
and ocers directl in circustances where b law  cannot provide an
indenit and also provides  subect to a retention with cover aainst
the cost of indenifin a director or ocer. ne laer of insurance is
rin-fenced for the directors of  roup plc.
s at  a 01 and throuhout 011 the copans wholl-
owned subsidiar ritish elecounications plc has provided an
indenit in respect of a siilar roup of people who would be covered
b the above insurance. either the insurance nor the indenit
provides cover where the person has acted fraudulentl or dishonestl.
Interest of management in certain transactions
urin and at the end of 011 none of s directors was ateriall
interested in an aterial transaction in relation to the roups business
and none is materially interested in any presently proposed material
transactions.
3RZHUWRDXWKRULVHFRQƮLFWV
ll directors have a dut under the opanies ct 00 the 00 ct
to avoid a situation in which he or she has or can have a direct or indirect
interest that conicts or possibl a conict with the interests of the
copan. he copans rticles of ssociation include provisions for
dealin with directors conicts of interest in accordance with the 00
ct. he copan has procedures in place which it follows to deal with
situations where directors a have an such conicts which reuire
theoard to
 consider each conict situation separatel on its particular facts
 consider the conict situation in conunction with the rest of its duties
under the 00 ct
 eep records and oard inutes as to authorisations ranted b
directors and the scope of an approvals iven and
 reularl review conict authorisation.
General information
US Regulation
ew or toc chane
 as a forein issuer with erican epositar hares listed on the ew
or toc chane  is oblied to disclose an sinificant was
in which its corporate overnance practices dier fro the corporate
overnance listin standards of the .
e have reviewed the s listin standards and believe that our
corporate overnance practices are consistent with the with the
followin eception where we do not eet the strict reuireents in
the standards. hese state that copanies ust have a noinatin
corporate overnance coittee coposed entirel of independent
directors and with written ters of reference which in addition to
identifin individuals ualified to becoe board ebers develops
and recoends to the oard a set of corporate overnance principles
applicable to the copan. e have a
oinatin  overnance
oittee
whose ters of reference include overnance and copliance
issues see 1RPLQDWLQJ*RYHUQDQFH&RPPLWWHH&KDLUPDQoVUHSRUW
on pae 10. he
oinatin  overnance oittees terms of
reference are in line with the reuireents set out in the standards.
owever the coittee is chaired b the hairan ir ichael ae
who is not considered independent under the s listin standards.
he oard and the
oinatin  overnance oittee are made up
ofa aorit of independent non-eecutive directors.
he U arbanes-le ct of 00 arbanes-le ct the U
ecurities and chane oission  and  listin standards
reuire copanies to copl with certain provisions relatin to
their audit coittee. hese include the independence of audit
coittee ebers and procedures for the treatent of coplaints
reardin accountin or auditin atters. e copl full with
thesereuireents.
U arbanes-le ct of 00
 has securities reistered with the . s a result we ust copl
with those provisions of the arbanes-le ct which appl to
forein issuers. e copl with the leal and reulator reuireents
introduced under the arbanes-le ct in so far as the appl.
he
udit  is oittee includes ic ose who in the opinion of
the oard is an audit coittee financial epert and is independent
as defined for this purpose. he oard considers that the coittees
ebers have broad coercial nowlede and etensive business
leadership eperience havin held between the various prior roles
in aor business financial anaeent and financial function
supervision and that this constitutes a broad and suitable i of business
and financial eperience on the coittee.
he code of ethics we have adopted for the purposes of the arbanes-
le ct applies to the hief ecutive roup inance irector and
senior finance anaers.
Disclosure controls and procedures
he hief ecutive and roup inance irector after evaluatin the
eectiveness of s disclosure controls and procedures as of the end of
the period covered b this nnual eport  or 0- have concluded
that as of that date s disclosure controls and procedures were
eective to ensure that aterial inforation relatin to  was ade
nown to the b others within the roup.