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BOARD COMPOSITION AND ROLE
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The names and biographical details
of the directors are given in the
Board of Directors and Operating
Committee. All served throughout the financial year, with the exception
of Deborah Lathen, who was appointed to the Board on 1 February 2007, and François
Barrault, who was appointed to the Board on 24 April 2007. Sir Anthony Greener
served as a director until 30 September 2006. The Board, which operates as a
single team, is currently made up of the part-time Chairman, the Chief Executive,
five other executive directors and eight non-executive directors. All of the
non-executive directors during the 2007 financial year met, and continue to
meet, the criteria for independence set out in the Combined Code and are therefore
considered by the Board to be independent. In line with BT’s policy, the
Board comprised a majority of independent non-executive directors throughout
the 2007 financial year.
The
Board’s principal focus is the overall strategic direction, development
and control of the group. In support of this, the Board approves the group’s
values, business practice policies, strategic plans, annual budget, capital
expenditure and investments budgets, larger capital expenditure proposals and
the group’s overall system of internal controls, governance and compliance
authorities. It also has oversight and control of the group’s operating
and financial performance and reviews the risk register. These responsibilities
are set out in a formal statement of the Board’s role which is available
on the company’s website. The Board has agreed the group’s corporate
governance framework, including empowering the company’s key management
committee, the Operating Committee, to make decisions on operational
and other matters. The roles and powers of this committee are set out below.
A statement of their powers and the authorities delegated to individual members
of the Operating Committee is available on the group’s intranet
site.
Historically
the Board met every month, except in August. The standard Board cycle changed
in the 2006 financial year to nine meetings each year. The Board met eleven
times during the 2007 financial year including two ad hoc meetings to consider
time-critical matters.
The
roles of the Chairman and the Chief Executive are separate. They are set out
in written job descriptions, approved by the Nominating Committee. In
addition to chairing the Board, the Chairman is responsible for consulting the
non-executive directors, particularly the Deputy Chairman, on corporate governance
issues, matters considered by the Nominating Committee, which the Chairman
chairs, and the individual performance of the non-executive directors. The Chairman
and the non-executive directors hold regular dinners at which they discuss matters
without the executive directors being present. With the Chief Executive and
the Secretary, the Chairman ensures the Board is kept properly informed, is
consulted on all issues reserved to it and that its decisions are made in a
timely and considered way that enables the directors to fulfil their fiduciary
duties. The Chairman ensures that the views of the shareholders are known to
the Board and considered appropriately. He represents the company in specified
strategic and Government relationships, as agreed with the Chief Executive,
and generally acts as the bridge between the Board and the company’s executive
team, particularly on the group’s broad strategic direction. The Chairman’s
other current significant commitments are shown in
Board of Directors and
Operating Committee above. The Chief Executive has final executive responsibility,
reporting to the Board, for the success of the group.
The
Secretary manages the provision of timely, accurate and considered information
to the Board for its meetings and, in consultation with the Chairman and Chief
Executive, at other appropriate times. He recommends to the Chairman and the
Chief Executive, for Board consideration where appropriate, the company’s
corporate governance policies and practices and is responsible for their communication
and implementation. He advises the Board on appropriate procedures for the management
of its meetings and duties (and the meetings of the company’s principal
committees), as well as the implementation of corporate governance and compliance
within the group. The appointment and removal of the Secretary is a matter for
the whole Board.
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