Nominating & Governance Committee

The Nominating & Governance Committee is a Committee of the Board of Directors of BT Group plc (the Board), from which it derives its authority and to which it regularly reports.

TERMS OF REFERENCE

Introduction

The Nominating & Governance Committee (“the Committee”) ensures that there is an appropriate balance of skills, experience, diversity, independence and knowledge on the Board and its Committees, reviews the size and composition of the Board and makes recommendations to the Board. The Committee also receives reports from the Chief Executive on succession plans for OC members and his other direct reports.

The Committee oversees and monitors BT’s governance framework (including our regional approach to governance); endorses BT’s governance policies and makes recommendations to the Board.

The Committee established the following regional governance committees to oversee and monitor BT’s governance and compliance arrangements around the world and which with effect from 1 April 2015 are sub-committees of and report to the Audit & Risk Committee:

  • UK & ROI Regional Governance Committee

  • AMEA Regional Governance Committee (excluding India)

  • India Regional Governance Committee

  • Europe Regional Governance Committee

  • LATAM Regional Governance Committee

  •  US & Canada Regional Governance Committee

The AMEA Regional Governance Committee has established a South East Asia Sub- Committee.

1. Membership & Attendance

1.1 The Committee shall be composed of at least four members.

1.2 A majority of the members of the Committee shall be independent non- executive directors other than the Company Secretary who attends all meetings.

1.3 The Board shall appoint the Committee members, the Committee Chairman and any deputy. In the absence of the Committee Chairman and/ or an appointed deputy, the remaining members present shall elect an independent non-executive director to chair the meeting.

1.4 Only Committee members have the right to attend Committee meetings. However, other individuals such as the Chief Executive and Director, Corporate Governance 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.

2. Quorum & proceedings at meetings

2.1 The quorum for Committee meetings shall be two 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 meets at least twice a year, 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.

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

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 & Succession

4.1 To review regularly the size and composition of the Board and its Committees in order to ensure an appropriate balance of skills, experience, diversity, 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, taking care that appointees have enough time available to devote to the position, 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, Chief Executive and for all other Board appointments, including the
Company Secretary, taking into account the challenges and opportunities facing the Company and the skills and expertise needed on the Board from time to time.

4.7 To receive reports from the Chief Executive on succession plans for OC members and his other direct reports, receiving a report annually on those plans.

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.

5. Governance

To oversee and monitor BT’s governance framework (including our regional approach to governance); endorse BT’s governance policies and make recommendations to the Board. In particular to:-


5.1 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 Director Corporate Governance and the Company Secretary on:

5.1.1 The role of the Board and its main Committees;

5.1.2 The corporate governance framework;

5.1.3 Delegation of authority and authority levels; and

5.1.4 Reserved powers;

and to make recommendations to the Board about any changes.

5.2. 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 including the chair, to the Group Finance Director, Group People Director and Group General Counsel and Company Secretary) and keeping under review the role of Country Managers in relation to their OC mandated accountabilities.

5.3 Review the governance 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.

5.4 Serve as an escalation point for the Director, Corporate Governance on any relevant concerns and hold the Director, Corporate Governance accountable for the effective implementation and on-going performance of BT’s governance framework.

5.5 Oversee the policy for:

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

5.5.2 managing conflicts of interest (and refer any proposed changes to the Board).

6. Reporting & Effectiveness

6.1 After each meeting, the Committee Chairman shall report formally to the Board on the Committee’s proceedings and how it has discharged its responsibilities.

6.2 The Chair of the Group Risk Panel will, following each meeting of the Panel, provide the Committee Chair with a report of the meeting and minutes will be available on request to each Committee member.

6.3 The Committee may request copies of presentations by the Chairs of the Regional Governance Committees to the Audit & Risk Committee and a copy of the quarterly update report to the Audit & Risk Committee of the Regional Governance Committees’ meetings and progress against their scorecards.

6.4 The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.

6.5 A report to the shareholders on the activities of the Committee in discharging its responsibilities shall be included, as a separate section, in the Annual Report & Form 20-F.

6.6 The Committee Chairman shall attend the annual general meeting to answer shareholder questions on the Committee’s activities.

7. Other

7. The terms of reference and effectiveness of the Committee shall be kept under review and the necessary recommendations made to the Board for its approval.