Terms of reference
The Technology Committee is a Committee of the Board of Directors of BT Group plc (the Board), from which it derives its authority and to which it regularly reports.
The Technology Committee oversees the development and implementation of BT’s major technology strategies, as well as monitoring emerging technology risks and opportunities.
2. Membership & Attendance
2.1. The Company Secretary or his nominee shall act as Secretary of the Committee.
3. Quorum & proceedings of meetings
3.1. The quorum for the Committee meetings shall be two members, such quorum to include one non-executive Board member.
3.2. The Committee shall meet at least three times a year.
3.3. Any Committee member or the Secretary may call additional meetings as necessary.
3.4. Any director is entitled to receive on request papers and minutes of the Committee.
4. Notice of meetings
4.1. 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.
5. Principal duties
5.1. Technology Strategy
- Agreeing BT’s major technology innovation strategies to provide assurance that they support the overall Group strategy and underpin future business growth.
- Review implementation of technology strategy, architecture and roadmaps (including core technology and vendor choices and delivery roadmaps).
- Consider, and as appropriate, make recommendations to the Board regarding significant and/or strategic technology investments which support the company’s technology strategy.
- Endorse the company’s approach to research & innovation and technology patents.
- Receive reports on future technologies and in particular trends, opportunities and threats.
- Consider BT’s future service trends and demands on technology.
5.2. Oversight of Risk Management
- Review the major operational risk exposures of the Company and the steps management has taken to monitor and control such exposures (Note: overlap with ARC), focusing on technology-related risks, including:
- continuity of service;
- security of information; and
- new and emerging technologies.
- Review with management the Company’s specific risk management and risk assessment guidelines and policies regarding technology risk.
6. Reporting responsibilities
6.1. After each meeting, the Committee Chairman shall report formally to the Board on its proceedings.
6.2. The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.
The Committee shall keep under review its terms of reference and effectiveness, and recommend any changes to the Board for its approval.