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BT Group plc Board


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 matters are reserved for the board.

Matters Reserved for the Board 

The BT Group plc Board is ultimately responsible for the strategy and overseeing the performance of the BT Group. Its focus is:

  • Strategic

  • Development

  • International development

  • 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


  • Strategic Plans, as proposed by the Operating 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 Finance Director

  • 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

  • Pensions policy, funding and material matters in relation to accounting reporting and industrial/employee relations

  • Appointment of Chairman of the Pension Fund Trustees and of Hermes

  • Appointment, removal and remuneration of external auditors for BT Group plc

  • Appointment or removal of Directors and the Secretary

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

  • Reserved powers

  • Composition and terms of reference of Board Committees

  • Stakeholder relationships 

Stakeholder relationships

  • Necessary shareholder communications, including for example the Annual Report

  • New employee share schemes and major changes to existing schemes other than those which do not require shareholder approval

  • Major changes to pension provision and pensions funding

  • Corporate Social Responsibility policy