The Technology 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.
1. Membership & Attendance
1.1 The Company Secretary or his nominee shall act as Secretary of the Committee.
2. Quorum & proceedings of meetings
1.1 The quorum for Committee meetings shall be two members, such quorum to include one non-executive Board member.
1.2 The Committee shall meet at least three times a year.
1.3 Any Committee member or the Secretary may call additional meetings as necessary.
1.4 Any Director is entitled to receive on request papers and minutes of the Committee.
2. Quorum and proceedings of meetings
2.1 The quorum for Committee meetings shall be two members, such quorum to include one non-executive Board member.
2.2 The Committee shall meet at least three times a year.
2.3 Any Committee member or the secretary may call additional meetings as necessary.
2.4 Any director is entitled to receive on request papers and minutes of the Committee.
3. Notice of meetings
3.1 Unless otherwise agreed, notice of each meeting confirming the venue, time and date, together with an agenda of items to be discussed, shall be forwarded to each member of the Committee and any other person required to attend before the date of the meeting. Supporting papers shall be sent to Committee members and to other attendees as appropriate, at the same time.
4. Principal duties
4.1 Technology strategy
4.2 Oversight of risk management
5. Reporting responsibilities
5.1 After each meeting, the Committee Chairman shall report formally to the Board on its proceedings.
5.2 The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.
The terms of reference and the effectiveness of the Committee shall be kept under review annually and the necessary recommendations made to the Board for its approval.