(Approved by the BT Chief Executive with effect from 15 June 2018)
The Executive Committee (the ExCo) is the executive management team for BT. The ExCo supports the BT Chief Executive with input and recommendations, by acting as a forum for robust debate. All decisions are taken by the BT Chief Executive, or his delegate, in keeping with the principle of single point accountability.
TERMS OF REFERENCE
1. PURPOSE AND AUTHORITY
The purpose of the ExCo is to assist the BT Chief Executive (or his delegate) in exercising the authority delegated to the BT Chief Executive by the BT Group plc Board to run the business of the BT Group (the Group) day to day, including:
- developing the Group strategy and budget and executing the strategic plan once agreed by the Board; and
- providing assurance to the Board in relation to overall performance and risk management.
In discussions, the ExCo shall take into account specialist functional inputs and recommendations.
Whilst discharging its obligations and responsibilities, the ExCo shall ensure it continues to act in compliance with BT’s business practices, providing demonstrable ‘tone at the top’ in relation to expected behaviours and values as set out in ‘The Way We Work' policy.
Irrespective of these Terms of Reference, for the avoidance of doubt, a BT employee must bring any significant issue concerning the Group to the attention of the BT Chief Executive or the ExCo, through the relevant ExCo member, the Company Secretary, or otherwise.
ExCo members shall be the BT Chief Executive, BT Chief Financial Officer, BT HR Director, Chief Strategy and Transformation Officer, Regulatory Director, Corporate Affairs Director, General Counsel and the Chief Executive Officers (CEOs) of Consumer, Enterprise, Global Services, and TSO. The BT Chief Executive shall be entitled to add or remove members of the ExCo at his sole discretion.
The Openreach CEO is not a member, but shall attend meetings as appropriate and subject to the relevant provisions of the BT Undertakings and/or the DCR arrangements1, as in effect and applied at the relevant time.
The BT Chief Executive shall act as Chair of the ExCo. In the absence of the Chair, the Chair will nominate another ExCo member to act as chair. The Company Secretary or their nominee shall act as the secretary of the ExCo.
The ExCo shall meet:
- weekly, when circumstances merit – to advise the BT Chief Executive (or his delegate) on urgent issues requiring their decision; and
- monthly – to advise the BT Chief Executive (or his delegate) on issues requiring their decision including but not limited to:
- Planning, performance and risk management
- Organisation, culture and people
- Governance and compliance.
The ExCo will operate at all times in line with the DCR arrangements and the BT Undertakings. In particular, representatives of Openreach and each of the CFUs shall attend meetings and receive materials as appropriate in accordance with the BT Undertakings and/or the DCR arrangements, as in effect and applied at the relevant time.
The ExCo’s role shall be, as required by the BT Chief Executive, to:
1. Advise the BT Chief Executive on the implementation of Group-wide priorities for, and the delivery of, customer quality of experience;
2. Review and advise the BT Chief Executive on collective priorities and actions for the Group as a whole on:
a) financial matters; and
b) operational matters;
3. Advise the BT Chief Executive on his recommendations to the Board concerning the Group strategy;
4. Advise the BT Chief Executive on the implementation and delivery of the agreed Group strategy and Group budget, including:
a) the allocation of resources across the Group within plans agreed by the Board; and
b) planning and delivery of major pan-BT programmes;
5. Advise the BT Chief Executive on decisions that fall within the matters reserved to the BT Chief Executive in accordance with the BT Chief Executive’s delegation of authority and, as such, can only be taken by the BT Chief Executive (e.g. acquisitions, disposals, capital expenditure, investments and people decisions over a defined threshold).
6. Advise the BT Chief Executive regarding any proposed guarantee by BT Group plc as referred by the Director Group Treasury, Tax and Risk Management;
7. Advise the BT Chief Executive on the monitoring and implementation of the Group’s risk management processes and internal controls;
8. Advise the BT Chief Executive on the Group Risk Register, including a review of the Group Risk Register at least twice annually and regularly consider and challenge the key risks, potential threats and associated opportunities to the business;
9. Advise the BT Chief Executive on the management and development of the careers of high potential individuals and assist in his review of the succession plans of the Group;
10. Advise the BT Chief Executive on remuneration strategy to enable him to make appropriate recommendations to the Remuneration Committee on matters reserved to them;
11. For matters not reserved to the Board, advise the BT Chief Executive on the implementation and operation of Group-wide policies on:
- Business practices and ethics;
- Corporate Governance;
- Technology, Architecture and Standards;
- Anti-corruption & bribery compliance;
- Environmental compliance;
- Regulatory and competition compliance;
- Regulation of data;
- Sanctions and international trade compliance;
- Brand and Values;
- Organisational Health
- Corporate Social Responsibility;
- Employment Policy, Health & Safety Standards;
- Enterprise Risk Management (ERM);
- Group customer and procurement trading policies;
- Delegations of authority; and
- Authorised signatories.
12. Advise the BT Chief Executive on the values and standards that BT employees, customers, and stakeholders are expected to deliver as a minimum in every jurisdiction where BT may do business;
13. Advise the BT Chief Executive on the Group’s involvement in any material regulatory or competition interventions and reviews and on BT’s regulatory strategy plan;
14. Advise the BT Chief Executive on any proposed changes to any Delegations of Authority within his remit;
15. In relation to jurisdictions where BT may do business, advise the BT Chief Executive on requests for any potential business in relation to a Red country (those countries where BT, other than by exception, does not and will not trade) and, if referred to the BT Chief Executive by the Security Council (or any successor body), advise him regarding any potential business in relation to an Amber country.
16. Advise the BT Chief Executive (or his delegate) on any other matters which they bring to the ExCo.
1The new Openreach governance arrangements notified to Ofcom on 10 March 2017