BT 2016 Annual Report Download - page 104

Overview The Strategic Report
Governance
Governance Financial statements Additional information
109
Governance
Over the next few pages we describe our
governance structure. We talk about the
people on the Board, how it works and
what the Board focused on through
the year. We also report on the work of the
Board committees.
109
Our directors
Our directors’ skills and experience plus their
diverse backgrounds enable the Board to challenge
management constructively and keep developing
our strategy.
Our committees
The Board delegates certain responsibilities and
authorities to its committees.
Our governance framework
Our governance and internal control framework
supports the Board in exercising proper oversight.
110 Chairman’s governance report
111 How we govern the group
112 Board of Directors
114 The Board
118 Reports of the Board committees
118 Audit & Risk Committee Chairman’s
report
122 Nominating & Governance
Committee Chairman’s report
125 BT Pensions Committee Chair’s report
126 Committee for Sustainable and
Responsible Business Chairman’s
report
127 Technology Committee Chairman’s
report
128 Report on Directors’ Remuneration
149 Directors’ information
150 General information
154 Shareholders and Annual
GeneralMeeting
Corporate governance statement
We are committed to operating in
accordance with best practice in business
integrity and ethics and maintaining the
highest standards of financial reporting
and corporate governance. The directors
consider that BT has complied throughout
the year with the provisions of the UK
Corporate Governance Code (the Code) as
currently in eect and applied the main
principles of the Code as described on
pages 109 to 155 of this Report of the
Directors. Please see page 120 for details
of the Audit & Risk Committee’s discussions
on audit tendering.
The directors submit their report and
the audited financial statements of the
company, BT Group plc, and the group,
which includes its subsidiary undertakings,
for 2015/16. BT Group plc is the listed
holding company for the BT group of
companies. Its shares are listed on the
London Stock Exchange, and on the
New York Stock Exchange in the form
of American Depositary Shares.
The Code and associated
guidance are available onthe
Financial Reporting Council
website at www.frc.org.uk
Overview The Strategic Report Financial statements Additional information Governance