BT 2016 Annual Report Download - page 110

BT Group plc
Annual Report 2016
116
Director election and re-election
We appointed Mike Inglis and Tim Höttges as directors after the
last AGM, so they will retire at the 2016 AGM and be proposed for
election as required by BT’s Articles of Association. Simon Lowth
(appointed to the Board with eect from 12 July 2016) will also
be proposed for election. All of the other directors (apart from Tony
Chanmugam) will be proposed for re‑election by shareholders at
theAGM in accordance with the Code.
Length of appointment of Chairman and non-executive directors
2007 2008 2009 2010 2011 2012 2013 2014 2015 2016
Calendar year
Sir Michael Rake
Tony Ball
Jasmine Whitbread
Nick Rose
Karen Richardson
Sep 2007
Jul 2009
Jan 2011
Jan 2011
Nov 2011
lain Conn
Isabel Hudson
June 2014
Nov 2014
Mike Inglis
Sep 2015
Tim Höttges
Jan 2016
We include details of all directors’ contracts/letters of appointment
in the Report on Directors’ Remuneration.
Attendance at Board meetings
The following table shows each director’s attendance at meetings
of the Board during the financial year. The Chairman meets
privately with the independent non-executive directors before
each scheduled Board meeting. We encourage directors who are
unable to attend a meeting to give the Chairman their views and
comments on matters to be discussed, inadvance.
Board members
Meetings
Member Eligible to attend Attended
Sir Michael Rake (Chairman) 9 9
Gavin Patterson 9 9
Tony Chanmugam 9 9
Tony Ball 9 9
Iain Conn 9 8
Warren Easta2 2
Phil Hodkinsonb8 8
Tim Höttgesc1 1
Isabel Hudson 9 8
Mike Inglisd5 5
Karen Richardson 9 9
Nick Rose 9 9
Jasmine Whitbread 9 9
a Warren retired from the Board on 31 May 2015.
b Phil retired from the Board on 31 January 2016.
c Tim was appointed to the Board from 29 January 2016.
d Mike was appointed to the Board from 1 September 2015.
The Chairman reviews the level of attendance and contribution by
directors at Board meetings, as well as their performance. During
the year, he met with each director individually toreview their
performance and considers that each of them continues to make
an eective contribution to the Board debate across a wide range
of issues and demonstrates commitment to the role.
Nick Rose reviewed and discussed the Chairman’s performance
during the year, taking into account feedback from other Board
members.
The Senior Independent Director and the independent non-
executive directors discussed Sir Michael Rake’s contribution
as Chairman, and succession in light of his nine years in the
role. Taking into account the Chairman’s performance and his
role with the Chief Executive, who is relatively new to the role,
they concluded that Sir Michael should continue until at least
September 2017. The process to find a successor for the role
would begin in due course.
Board induction
On appointment, directors take part in an induction programme
to increase their knowledge and understanding of the business.
Theyreceive information about BT including financial data and the
key policies supporting BT’s business practices. We also give new
directors details on: the role of the Board, its terms of reference,
membership of the main Board committees and the matters
reserved for decision by the Board, the Board committees or BT’s
most senior executives. Below is a summary of what Mike Inglis’s
induction programme involved.
Induction for Mike Inglis
Following our announcement in August 2015 of Mike
Inglis’s appointment to the Board, Mike has undertaken a
comprehensive induction programme. This has included:
• meeting each line of business CEO to gain a good
understanding of their business and challenges;
• speaking to other senior executives across a range of
functions, such as finance, investor relations, media/corporate
ocers, security and human resources;
• a visit to BT’s research laboratories at Adastral Park, BT’s
Newcastle and Sheeld (Plusnet) contact centres and
Openreach’s Ethernet team to see customer service operations
first‑hand; as well as the BT Sport studio; and
• reviewing BT policies on anti‑bribery and corruption, gifts and
hospitality, charitable donations, corporate sponsorship and
The Way We Work.
Mike will continue to gain an insight into a range of our areas
ofbusiness.
“The BT induction programme has been the most
comprehensive of any company I have joined as a director. The
BT team have a very structured induction programme but are
also very open to requests I have made to see specific sites and
people. Our Chief Executive has a very transparent approach to
non‑executive directors and gives the Board open access across
the organisation.”
Mike Inglis