Terms of Reference
The Remuneration Committee is a Committee of the Board of Directors of BT Group plc (the Board), from which it derives its authority.
1.1. Members of the Committee shall be appointed by the Board, on the recommendation of the Nominating & Governance Committee and in consultation with the Chairman of the Remuneration Committee. The Committee shall be made up of at least three members, all of whom shall be independent non-executive directors. The Chairman of the Board may also be a member of the Committee if he or she was considered independent on appointment as Chairman.
1.2. Only members of the Committee have the right to attend Committee meetings. However, other individuals such as the Chief Executive, the Group HR Director, the HR Director, Reward, Pensions and Employee Relations and external advisers may be invited to attend for all or part of any meeting as and when appropriate.
1.3. The Board shall appoint the Committee Chairman who shall be an independent non-executive director. In the absence of the Committee Chairman and/or an appointed deputy, the remaining members present shall elect one of themselves to chair the meeting. The Chairman of the Board shall not be the Committee Chairman.
2.1. The Company Secretary or their nominee shall act as secretary of the Committee.
3.1. The quorum necessary for the transaction of business shall be two. A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee.
4.1 The Committee shall meet at least three times a year and at such other times as the Committee Chairman shall require.
5. Notice of meetings
5.1 Unless otherwise agreed, notice of each meeting confirming the venue, time and date shall be forwarded to each member of the Committee and any other person required to attend before the date of the meeting. The agenda of items to be discussed and supporting papers shall be sent to Committee members and to other attendees as appropriate.
6. Minutes of meetings
6.1 The secretary shall minute the proceedings and resolutions of all Committee meetings, including the names of those present and in attendance.
7. Annual general meetings
7.1. The Committee Chairman shall attend the annual general meeting prepared to respond to any shareholder questions on the Committee’s activities.
8.1. For the Chairman of the Board, all executive directors, members of the Executive Committee, senior executives reporting to the BT Chief Executive, and the Chairman, independent non-executive directors and CEO of Openreach, the Committee shall:
a) agree the framework and policy for remuneration, terms of employment and any changes, including service contracts, remuneration, policy for and scope of pension arrangements, basis of bonus and bonus awards and participation in and awards under share, incentive and benefit plans not available to all employees, and the targets for any performance related pay schemes;
b) within the terms of the agreed remuneration policy agree terms for cessation of employment and ensure that any payments made are fair to the individual and the company, that failure is not rewarded and that the duty to mitigate loss is fully recognised; and
c) authorise execution by the Company of all relevant documents.
8.2 Within the terms of the agreed remuneration policy and in consultation with the Chairman of the Board and/or Chief Executive as appropriate, the Committee shall determine the total individual remuneration package of each executive director, members of the Executive Committee and other senior executives reporting to the Chief Executive including bonuses, incentive payments and share options or other share awards.
8.3 In determining such packages and arrangements, the Committee shall give due regard to any relevant legal requirements, the provisions and recommendations of the UK Corporate Governance Code (the Code) and the UK Listing Authority’s Rules and associated guidance.
8.4 The Committee shall:
a) review the ongoing appropriateness and relevance of the remuneration policy;
b) approve share incentive and benefits plans not available to all employees and which do not require shareholder approval, and recommend to the Board such plans which require shareholder approval. The Committee shall also administer such plans including agreeing or amending the rules, authorising the establishment of trusts and changes, agreeing when to operate such a plan, authorising the giving of financial assistance, the terms of each operation and selecting the people to participate, agreeing performance conditions and whether they have been achieved; and approving and authorising execution of all relevant documents;
c) ensure that all provisions regarding disclosure of remuneration, including pensions, are fulfilled;
d) be responsible for establishing the selection criteria, selecting, appointing and setting the terms of reference for any remuneration consultants who advise the Committee;
e) obtain reliable, up-to-date information about remuneration in other companies; and
f) have full authority to commission any reports or surveys which it deems necessary to help fulfil its obligations.
8.5 The Committee shall receive and consider recommendations from the Openreach Remuneration Committee regarding the remuneration of the Openreach Chairman and the CEO Openreach. The final decision on their remuneration shall rest with the Committee.
8.6 The remuneration of non-executive directors shall be a matter for the Chairman and the executive members of the Board. No director or executive shall be involved in any decisions as to their own remuneration.
9. Reporting responsibilities
9.1 The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.
9.2 Through the Chairman of the Board, the Committee shall ensure that the company maintains contact as required with its principal shareholders about remuneration.
9.3 The Committee shall:
i) ensure that the provisions regarding disclosure of information (as set out in the Enterprise and Regulatory Reform Act 2013 , the Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013, and the Code) are fulfilled, and
ii) produce an annual report on remuneration, and a report of the Company’s remuneration policy which will form part of the Company’s Annual Report & Form 20-F and be put to shareholders for approval, as required by law.
10.1 The terms of reference and effectiveness of the Committee shall be kept under review and the necessary recommendations made to the Board.
10.2 The Committee shall arrange for periodic reviews of its own performance.
The Committee is authorised:
11.1 through the Company Secretary to seek information it requires from any employee of the BT Group in order to perform its duties;
11.2 in consultation with the Company Secretary, where necessary to fulfil its duties, to obtain any outside legal or other professional advice including the advice of independent remuneration consultants and to secure the attendance of external advisers at its meetings;
11.3 to delegate any of its powers to one or more of its members or the Company Secretary.