TERMS OF REFERENCE

Introduction

The Nominating and Governance Committee ensures that there is an appropriate balance of skills, experience, independence and knowledge on the Board and its Committees, reviews the size and composition of the Board and makes recommendations to the Board.

The remit of the Committee also includes the determination and review of BT’s governance and compliance policies and programmes, particularly with regard to business practices, corporate governance, ethics, anti-corruption & bribery compliance, regulatory and environmental compliance, sanctions and international trade, health and safety and regulation of data. This is together with group customer and supplier trading policies, Delegations of Authority (“DOA”), reserved powers, and authorised signatories.The Committee has established the following regional governance committees to cover BT’s operations around the world:

There are two sub-committees of the AMEA Regional Governance Committee:

1. Membership & Meetings

1.1 The Committee, which shall be a Committee of the Board, shall be composed of at least
four members.

1.2 All members of the Committee including its Chairman shall be independent non-
executive directors, other than the Company Secretary who attends all meetings.

1.3 The Board shall appoint members of the Committee, the Committee Chairman and any
deputy. In the absence of the Committee Chairman and/ or an appointed deputy, the
remaining members present shall elect one of themselves to chair the meeting.

1.4 Only members of the Committee have the right to attend Committee meetings. However,
other individuals such as the Chief Executive and Director of Compliance may be invited
to attend for all or any part of the meeting, as and when appropriate and necessary.

1.5 The Company Secretary or his nominee shall act as Secretary of the Committee.

The Committee meets quarterly, or more frequently if required and at other times when the Chairman of the Committee requires. Also a Committee member or the Company Secretary may call additional meetings as necessary.

2. Proceedings

2.1 A quorum for the Committee is two Committee members. A duly convened meeting of
the Committee at which a quorum is present shall be competent to exercise all or any of
the authorities and duties vested in or exercisable by the Committee.

2.2 The Committee may delegate any of its powers to one or more of its members or the
Company Secretary.

2.3 The terms of reference and effectiveness of the Committee shall be kept under review and
the necessary recommendations made to the Board.

3. Minutes

3.1 The minutes of meetings of the Committee shall be circulated to all members of the
Committee and to nominated recipients as soon as practicable after the meeting. The
minutes shall also be circulated to all members of the BT Group plc Board unless it is
inappropriate to do so.

PRINCIPAL DUTIES

4. Nominating

4.1.

To review regularly the size and composition of the Board in order to ensure an
appropriate balance of skills, experience, independence and knowledge of the group,
recommending any proposed changes to the Board. This will include keeping under
review the policy on diversity on the Board, including gender, and any measurable
objectives that it has set for implementing the policy.

4.2 To keep under review the need for appointments, prepare a description of the specific
experience and abilities needed for each Board appointment with due regard for the
benefits of diversity on the Board including gender, consider candidates for appointment
as either executive or non-executive directors and recommend appointments to the
Board.

4.3 To recommend to the Board whether to reappoint non-executive directors at the end of
their respective terms of office and in relation to any term beyond six years undertaking a
particular rigorous review.

4.4 To review the time required from the Senior Independent Director and the non-executive
directors generally to discharge their duties and the amount of time required from each
non-executive director to discharge his or her duties in relation to Board and committee
meetings and other commitments to the Company.

4.5 To keep under review, the number of external directorships and other interests held by the
Chairman and members of the Board and Operating Committee.

4.6 To advise the Board, on succession planning for the roles of Chairman, Senior
Independent Director, CEO and for all other Board appointments, including the
Company Secretary.

5. Governance & Compliance

To:

 In particular to:-

5.1.

Endorse BT’s governance and compliance policies, with particular focus on the key
compliance programmes.

5.2 Receive regular reports on the effectiveness of, and compliance with, BT’s governance
and compliance policies, with particular focus on the key compliance programmes.

5.3 Receive updates on each RGC’s quarterly review of their top Governance and
Compliance risks.

5.4 Keep under review BT’s governance framework so that it continues to be fit for purpose
to meet BT’s business and organisational health goals (including simplicity and
empowerment) and is consistent with BT’s approach to risk and consider proposals from
the Company Secretary on:

5.4.1 The role of the Board and its main Committees;

5.4.2 The corporate governance framework;

5.4.3 Delegation of authority and authority levels; and

5.4.4 Reserved powers;

and to make recommendations to the Board about any changes.

5.5 Review the governance and compliance structures within BT’s lines of business and
service units, (including Group operating businesses), including the approval of the terms
of reference of any governance committee.

5.6 Review BT’s regional approach to governance, including to approve changes to the
structure of the RGCs where appropriate, their terms of reference and composition
(delegating the approval of appointments to the RGCs, to the Group Finance Director,
Group People Director and Group General Counsel and Company Secretary).

5.7 Adopt a code of ethics for BT’s Chief Executive, Group Finance Director, senior finance
managers and for any other people the Committee considers from time to time
appropriate.

5.8 Serve as an escalation point for BT’s Director of Compliance on any relevant concerns
and hold the Director of Compliance accountable for the effective implementation and
on-going performance of BT’s compliance framework.

5.9.1 Review the process for and ensure that employees and third parties are aware of how to
report confidentially instances of potential or actual non-compliance with internal
governance and compliance polices or external compliance obligations
(“whistleblowing” procedures) being matters that are not accounting or audit that fall
within the remit of the Board Audit & Risk Committee.

5.9.2 Review the effectiveness of all Whistleblowing procedures within the BT group.

5.10 Keep under review that the Board and its Committees are appropriately receiving
assurance on all major governance and compliance matters, identifying if appropriate
any overlaps or gaps.

5.11 Oversee and monitor where BT does business including the governance around
decisions to do business, or not, in a potentially high risk jurisdiction.

5.12 Review BT’s approach to the structure of BT’s compliance training.

5.13 Oversee the policy for:

5.13.1 The composition of and appointments to the Boards of subsidiary and associated
companies and third parties;

5.12.2 Managing conflicts of interest (and refer any proposed changes to the Board).

Note: For matters to do with succession to the chairmanship of the Board, including appointment the Committee will be chaired by the Senior Independent Director.