BTPLC Annual Report 2006 - Report of the Nominating Committee

	The Nominating Committee consisted of the Chairman, the Deputy Chairman, Maarten van den Bergh and John Nelson, throughout the 2006 financial year. Three of its four members are independent non-executive directors. The Secretary and, where appropriate, at the invitation of the Chairman, the Chief Executive attends the Committee’s meetings. COMMITTEE ROLE AND ACTIVITIES The Nominating Committee ensures an appropriate balance of experience and abilities on the Board, using this evaluation to review the size and composition of the Board and to recommend any proposed changes to the Board. It keeps under review the need for appointments to the Board, prepares a description of the specific experience and skills needed for an appointment, considers candidates who are put forward by the directors and external consultants, and recommends to the Board the appointments of all directors after having met short-listed candidates. It also reviews the time required from the Deputy Chairman and other non-executive directors to carry out their duties and advises the Board on succession planning for the positions of the Chairman, Deputy Chairman, Chief Executive and all other Board appointments. The Committee met four times during the 2006 financial year. It reviewed Board succession, the size, profile and composition of the Board and the Board and Board committee evaluation questionnaire and process. The Committee also reviewed and recommended to the Board the continued appointments of non-executive directors and the new appointments of Matti Alahuhta and Phil Hodkinson. The terms of reference of the Nominating Committee are posted on the company’s website at: www.bt.com/committees. The minutes of Nominating Committee meetings are sent, at their request, to directors who are not members of the Committee. BOARD EVALUATION During summer 2005, the Board carried out, through a questionnaire and discussion with directors, its third formal evaluation of Board and Board committee performance and effectiveness. The individual performance of directors was also evaluated at one-to-one sessions with the Chairman. The Deputy Chairman, Sir Anthony Greener, the senior independent director, led the review of the Chairman’s performance in consultation with the non-executive and executive directors. The results of that evaluation were considered by the Board in July 2005. The directors considered BT’s Board processes and effectiveness to be good. Key areas highlighted were: the need for continued focus on Board diversity; continued efforts to maintain visibility of major capital projects (including post project reviews); and the amount of time available at Board meetings for more free-ranging discussion. These matters are being addressed. Further evaluations will be carried out annually. Separate questionnaires about Audit Committee effectiveness were also completed and the results are reviewed in the Report of the Audit Committee.



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