Sir Michael Rake - Chairman of the Committee
Tony Ball
Clay Brendish
Eric Daniels
Patricia Hewitt
Phil Hodkinson
Note: For the appointment of the Chairman, meetings will be chaired by the Deputy Chairman/Senior Independent Director.
The Committee meets every six months, 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.
The Chief Executive is invited to attend most of the Committee's meetings.
1. Membership
1.1 The Committee, which shall be a Committee of the Board, shall be composed of at least fours 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 The company secretary or his nominee shall act as Secretary of the Committee.
2. Proceedings
2.1 A quorum for the Committee is three 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 reviewed annually 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.
4. Nominating
4.1. To review annually the size and composition of the BT Group plc Board in order to ensure an appropriate balance of experience and abilities, recommending any proposed changes to the board.
4.2. To keep under review the need for appointments, prepare a description of the specific experience and abilities needed for each board appointment, 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.
4.4. To review the time required from the non-executive Deputy Chairman/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 held by the Chairman and members of the BT Group plc Board and Operating Committee.
4.6. To advise the Board, Chairman and Chief Executive on succession planning for the roles of Chairman, Deputy Chairman/Senior Independent Director, CEO and for all other board appointments, including the Company Secretary.
5. Governance
5.1. To consider, determine and review BT’s governance policies, particularly with regard to corporate governance, ethics, business principles, international trading regulation issues and data preservation & protection in the UK and around the globe.
5.2. To receive regular reports on the effectiveness of, and compliance with, BT’s governance policies, particularly those referred to in 5.1 above by BT’s legal entities, committees, lines of business, management, employees and agents.
5.3. To monitor and review the corporate governance and decision making structures and processes in BT, and consider proposals from the Company Secretary on :
5.3.1. the role of the Board and its main Committees;
5.3.2. the corporate governance framework;
5.3.3. delegation of authority and authority levels; and
5.3.4. reserved powers;
and to make recommendations to the Board about any changes.
5.4. To review the governance structure within BT’s lines of business, BT Innovate & Design and BT Operate, including the approval of the terms of reference of any governance committee.
5.5. To determine the final structure for the regional approach to governance through governance committees where appropriate, their terms of reference and composition (together with appointment approvals process), including the ability of such regional governance committees to establish country specific sub committees.
5.6. To 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.
5.7. To 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 polices or external compliance obligations
(“whistleblowing” procedures) being matters that are not accounting or audit
that fall within the remit for the Board Audit & Risk Committee.
5.7.1 Review the effectiveness of all Whistleblowing procedures within
BT Group plc
5.8 To monitor and review corporate governance developments in the UK and around the globe and to determine appropriate policy.
5.9 To monitor the impact of corporate governance on the business.
5.10 To review where BT does business and to determine the policy for doing
business within countries and territories.
5.11 To determine the policy for governance compliance communications and
training.
5.12 To oversee the policy for:
5.12.1The 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).