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BT Group plc Board

  

Introduction

The Board controls the business but delegates day to day responsibility to executive management. There are, however, a number of matters which are required to be or, in the interests of the company, should be decided by the board of directors. These are matters reserved for the Board. 

Matters Reserved for the Board

The Board is ultimately responsible for the strategy and overseeing the performance of the Group.

Its focus is:-

  • Strategy
  • Growing shareholder value
  • Oversight and control
  • Corporate governance 

In support of this focus the following matters are reserved for the Board to approve or monitor:

Setting Direction  

  • Purpose, Goal, Values, Ethics and Business Practice.
  • Shaping the culture and setting the tone at the top. 

Approve

  • Strategic plans, as proposed by the Chief Executive, in consultation with the Executive Committee
  • Group Annual Budget
  • Capital Expenditure and Investments budgets and any changes which result in aggregate expenditure or aggregate outstanding commitments being exceeded
  • Capital expenditure projects over £100m
  • Investments (i.e. acquisitions, disposals including assets or business activities, outsourcing arrangements) with a consideration/value over £100m (together with additional funding if such additional funding would result in the revised aggregate additional funding being over £100m since the previous funding authority from the Board) or where of major strategic importance or on the request of the Chief Executive or Group Chief Financial Officer
  • Customer contracts, bids and tenders of major strategic importance or which are referred at the discretion of the Chief Executive
  • Proposals involving another company acquiring any interest in BT Group plc
  • Any issues of major strategic importance to the Group
  • Dividends
  • Financing Policy and Annual Financing Programme
  • External financing by issue of equity or rights to equity including quoted debt securities by BT Group plc or any subsidiary
  • Material matters in relation to accounting reporting
  • Material matters relating to industrial/employee relations
  • Pension funding valuation for the BT Pension Scheme  
  • Pensions policy or benefit provision changes that could materially increase future pension benefits payable
  • Appointment and removal of external auditors for BT Group plc
  • Appointment or removal of Directors and the Secretary
  • Directors’ external appointments
  • BT’s governance framework

Oversight and Control

  • Operating and financial performance
  • Customer quality of service
  • Major changes to accounting practices
  • Risk management and internal controls
  • Compliance (securities, legal and regulatory)
  • Major public policy, regulatory and compliance issues including matters which would have a significant impact on the Group's reputation
  • Health, Safety and Wellbeing
  • Share Dealing Code compliance
  • Policy for Directors' & Officers' insurance and indemnity
  • Political donations policy   
  • Composition and terms of reference of Board Committees
  • Stakeholder relationships
  • Necessary shareholder communications, including e.g. the Annual Report
  • New employee share schemes and major changes to existing schemes other than those which do not require shareholder approval
  • Pensions matters of material significance to the Group