BT 2016 Annual Report Download - page 108

BT Group plc
Annual Report 2016
114
The Board
Who we are
You can read about the Board directors and the skills and
experience theyeach bring to the Board on pages 112 and 113.
The Board consists of: the Chairman, the Chief Executive, the
Group Finance Director, seven independent non-executive
directors (including the SeniorIndependent Director) and one
non-independent, non-executive director. It is supported by the
Company Secretary.
The roles of the Chairman and the Chief Executive are separate.
Theyare set out in written job descriptions which provide clear
distinct responsibilities for each role.
Mike Inglis joined the Board on 1 September 2015. We also
appointed Mike as a member of the
Technology Committee .
Tim Höttges joined the Board as a non-independent, non-
executive on 29 January 2016. Tim was nominated by Deutsche
Telekom under the terms of the Relationship Agreement between
BT and Deutsche Telekom, eective from completion of the
acquisition of EE. (The main terms of the Relationship Agreement
are on pages 257 to 259.)
Following the
Nominating & Governance Committee’s
recommendation, we approved the extension of the appointment of
Tony Ball on the expiry of his second three-year term.
The Board included a majority of independent non‑executive
directors throughout the year. We viewed the Chairman as
independent at the time of his appointment, and consider all of the
other non-executive directors to be independent under the terms
of the Code, with the exception of Tim Höttges.
You can read about the roles of the Board members and the
Company Secretary below.
The Chairman
The Chairman’s role is to:
• lead the Board with a culture of openness, debate and
appropriate challenge;
• promote the highest standards of corporate governance;
• ensure that the Board determines the nature and extent of the
significant risks BT is willing to take in implementing its strategy;
• make sure that the Board receives accurate, timely and clear
information and is consulted on all matters important to it;
• monitor the contributions and performance of the Board
members;
• make sure that BT maintains eective communication with
shareholders and communicate their views and concerns to the
Board; and
• be a key contact for important stakeholders and, together with
the Chief Executive and Senior Independent Director, represent
BT in key strategic and government relationships.
The Chief Executive
The Chief Executive’s role is to:
• lead the group’s performance and management;
• propose strategies, business plans and policies to the Board;
• implement Board decisions, policies and strategy;
• develop and promote compliance with BT’s policies on conducting
business globally;
• maintain an eective framework of internal controls and risk
management;
• lead the Operating Committee in the day‑to‑day running of the
business end to end; and
• lead, motivate and monitor the performance of BT’s senior
management team, and focus on succession planning for roles
onthe Operating Committee .
The Independent Non-Executive Directors
An independent non‑executive director’s role is to:
• bring experience and independent judgement to the Board; and
• challenge constructively and help develop proposals on strategy.
The Senior Independent Director
The Senior Independent Director is an independent non‑executive
director whose role is to:
• meet with BT’s major institutional shareholders and shareholder
representative bodies when requested and, if necessary, to
discuss matters with them where it would be inappropriate for
those discussions to be with either the Chairman or the Chief
Executive;
• act as a sounding board for the Chairman and as an intermediary
between the other directors and the Chairman when necessary;
and
• review the Chairman’s performance during the year taking
account offeedback from other Board members.
The Non-Independent, Non-Executive Director
On completion of the acquisition of EE, we appointed Deutsche
Telekom's nominated director to the Board. The director owes a
fiduciary duty to both the Company and to Deutsche Telekom.
The non-independent, non-executive director has the same
responsibilities as the other directors and a Conicted Matters
Committee
has been established to identify potential or actual
conicts of interest. You can read more about this committee on
page 115.
The Company Secretary
The Company Secretary’s role is to:
• manage the provision of timely, accurate and considered
information to the Board;
• recommend corporate governance policies and practices to the
Chairman and the Chief Executive;
• implement and communicate corporate governance policies
across thegroup; and
• advise the Board and its committees on corporate governance
and compliance in the group, and appropriate procedures for
managing their meetings and duties.
The Company Secretary’s appointment and removal is a matter for
the whole Board.
What we have done
The Board is responsible for the group’s strategy and for overseeing
the group’s performance, but delegates day‑to‑day responsibility
to executive management. But there are a number of matters
reserved to the Board. These include matters relating to the group’s
strategy, approving major acquisitions (for example, this year’s
acquisition of EE), oversight and control, growing shareholder value
andcorporate governance.