directors submit their report and the audited financial
statements of the company, BT Group plc, and the group,
which includes its subsidiary undertakings, for the
2003 financial year.
groups principal activity is the supply of
communications services and equipment. In
the 2003 financial year, approximately 94% of group
turnover arose from operations in the UK.
names and biographical details of the directors
of the company are given here.
All served throughout the financial year, with the
exception of Ian Livingston and Clayton Brendish
who joined the Board on 8 April and 1 September
2002, respectively. In addition, Philip Hampton
served as a director until his retirement on 30
his retirement from the Board on 1 May 2001, the
former Chairman, Sir Iain Vallance, remained with
BT as President Emeritus until 31 July 2002.
accordance with the articles of association, Clayton
Brendish, having been appointed as a director by
the Board, retires at the forthcoming annual general
meeting (AGM) and will be proposed for election.
Sir Anthony Greener, Louis Hughes and Maarten van
den Bergh retire by rotation and will be proposed
for re-election. Details of these directors
contracts of appointment are included in the Report
on directors remuneration and the discussion
21 May 2003, the company had received notifications
from Legal & General Investment Management Limited
and Barclays PLC under Part VI of the Companies
Act 1985 in respect of holdings of 261,519,674 shares
and 261,518,424 shares respectively each representing
holdings of 3.02% of the companys issued ordinary
of management in certain transactions
and at the end of the 2003 financial year, none
of the companys directors was materially interested
in any material transaction in relation to the groups
business and none is materially interested in any
presently proposed material transactions.
on the payment of suppliers
policy is to use its purchasing power fairly and
to pay promptly and as agreed.
has a variety of payment terms with its suppliers.
The terms for payments for purchases under major
contracts are settled when agreeing the other terms
negotiated with the individual suppliers. It is
BTs policy to make payments for other purchases
within 30 working days of the invoice date, provided
that the relevant invoice is presented to the company
in a timely fashion and is complete. BTs payment
terms are printed on the companys standard
purchase order forms or, where appropriate, specified
in individual contracts agreed with the supplier.
The ratio, expressed in days, between the amounts
invoiced to the company by its suppliers in the
2003 financial year and the amounts owed to its
trade creditors at the end of the year was 23 days.
the conversion of PricewaterhouseCoopers, the companys
auditors, to a limited liability partnership from
1 January 2003, PricewaterhouseCoopers resigned
and the directors appointed the new firm, PricewaterhouseCoopers
LLP, as auditors.
resolution to reappoint PricewaterhouseCoopers LLP
as auditors of the company and authorise the directors
to settle their remuneration will be proposed at
to purchase shares
authority given at last years AGM of the company
held on 17 July 2002 for the company to purchase
in the market 867 million of its shares, representing
10% of the issued share capital, expires on 16 October
2003. This authority was not used during the year
and shareholders will be asked to give a similar
authority at the AGM.
resolutions to be proposed at the AGM to be held
on 16 July 2003, together with explanatory notes,
appear in the separate Notice of Annual General
Meeting sent to all shareholders.
order of the Board
21 May 2003
office: 81 Newgate Street, London EC1A 7AJ
Registered in England and Wales No. 4190816