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Seven
of the directors on the Board are non-executive directors
who, in accordance with BT’s articles of association,
cannot individually vote on their own remuneration.
Therefore, non-executive remuneration is set by the
Chairman and the Chief Executive after considering advice
on appropriate levels of remuneration (plus a general
Board discussion).
The
basic fee for non-executive directors, which includes
membership of one committee, is £30,000 per year.
Additional fees for membership of Board committees range
from £3,000 to £5,000 per year. Sir Anthony
Greener, Deputy Chairman and senior non-executive director,
who also chairs both the Remuneration Committee and
the Audit Committee, is paid an inclusive annual
fee of £90,000. Non-executive
directors’ fees will be reviewed during the 2004
financial year.
To
align further the interests of the non-executive directors
with those of shareholders, the company’s policy
is to encourage these directors to purchase,
on
a voluntary basis, £5,000 of BT shares each year.
The directors are asked to hold these shares until they
retire from the Board. This policy is not mandatory.
No
element of non-executive remuneration is performance-related.
Non-executive directors do not participate in BT’s
bonus or employee share plans.
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