• The Board is responsible for the Group’s strategy and for overseeing the Group’s performance. The Board’s focus is on: strategy; development; growing shareholder value; oversight and control; and corporate governance.

    Chairman

    Adam Crozier

    Chairman

    Allison Kirkby

    Chief Executive

    CHIEF FINANCIAL OFFICER

    Simon Lowth

    Chief Financial Officer

    Non-executive directors

    Dame Ruth Cairnie

    Senior Independent Non-Executive Director

     

    Maggie Chan Jones

    Independent Non-Executive Director and Designated Non-Executive Director for Workforce Engagement

    Sir Alex Chisholm

    Independent Non-Executive Director and Designated Non-Executive Director for Ofcom Engagement

    Steven Guggenheimer

    Independent Non-Executive Director

    Matthew Key

    Independent Non-Executive Director

    Raphael Kübler

    Non-Independent, Non-Executive Director

    Sunil Bharti Mittal

    Non-Independent, Non-Executive Director

    Tushar Morzaria

    Independent Non-Executive Director

    Rima Qureshi

    Independent Non-Executive Director

    Gopal Vittal

    Non-Independent, Non-Executive Director

    Sara Weller

    Independent Non-Executive Director

    Sabine Chalmers

    General Counsel, Company Secretary and Director Regulatory Affairs

    Our governance framework

    The Board

    Responsible for the stewardship of the group, overseeing its conduct and affairs to deliver on our strategic objectives and creating long-term success to generate sustainable value for our shareholders and the interests of other stakeholders. The Board has established certain Committees to assist it in discharging its responsibilities and delegates day-to-day responsibilities to the Chief Executive.

    Audit & Risk Committee

    Oversees, assesses and reviews our financial and narrative reporting, internal controls and risk management. It also oversees BT Group’s compliance with the Commitments we made as part of the 2017 Digital Communications Review (DCR) with Ofcom and the Governance Protocol.

    Nominations Committee

    Considers the structure, size and composition of the Board and its Committees and advises on succession planning for the Board and the Executive Committee. It ensures the Board is diverse, with the appropriate balance of skills, experience, independence and knowledge.

    Remuneration Committee

    Agrees the remuneration framework for the Chairman, Executive Directors and certain senior executives and monitors remuneration practices and policies for the wider workforce.

    Responsible Business Committee

    Agrees the responsible business strategy, including its implementation and progress on its ambitions, and monitors adherence to consumer fairness principles.

    National Security and Investigatory Powers Committee

    The National Security and Investigatory Powers Committee oversees our role in the use of official investigatory powers and our wider activities that touch UK national security interests. 

    Conflicted Matters Committee

    Responsible for assessing whether and to what extent Board meetings and Board papers are likely to consider or refer to a conflict of interest between BT Group and Deutsche Telekom (DT) or their respective affiliates.

    Chief Executive

    Responsible for running the business and setting and executing the group strategy.

    BT Investment Board

    Provides input and recommendations that support the Chief Executive’s decision making on investment budgets and cases.

    Executive Committee

    Assists the Chief Executive in developing and executing our group strategy and budget, and monitors overall performance and how we’re managing risks.

    Disclosure Committee

    Ensures BT Group meets its disclosure obligations and reviews and approves regulatory and other announcements before publication.

    Board roles and responsibilities

    Our directors share collective responsibility for the activities of the Board. Some directors’ roles have been defined in more detail as governance considerations have developed over time:

      • With the Board, ensures that the group’s culture is aligned with the group’s purpose, values and strategy
      • Oversees the Board’s consideration of the group’s strategy and the major risks facing the group
      • Ensures the Board understands the nature and extent of any significant risks BT Group is willing to take to implement its strategy
      • Responsible for the leadership and effectiveness of the Board, including overseeing corporate governance matters and undertaking the  evaluation of the Board and its Committees. Monitors the contribution and performance of the directors
      • Sets and manages the Board’s agenda, ensuring that directors receive timely, accurate and clear information on the group’s business and that they are fully informed of relevant matters, thereby promoting a culture of openness, constructive debate and challenge
      • Develops and maintains a productive working relationship with the Chief Executive, providing support and advice where necessary and providing guidance and mentoring to the Non-Execitve Directors as appropriate
      • Meets with BT Group’s major institutional shareholders and shareholder representative bodies
      • Acts as a key contact for stakeholders, ensuring effective engagement, particularly with  shareholders, and ensures that the Board is kept aware of their views and any concerns
      • Maintains an appropriate balance between the interests of key stakeholders
      • Works with the Chief Executive and the Senior Independent Director to represent BT Group in strategic and Government relationships. 
      • Leads the Executive Committee
      • Responsible for the day-to-day management of the business and its operations
      • Develops and recommends the group strategy and budget to the Board for approval and is responsible for executing the strategy once agreed by the Board
      • Provides assurance to the Board in relation to overall performance and risk management
      • Maintains an effective framework of internal control and risk management
      • Ensures that appropriate consideration is given to the group’s responsibilities to all stakeholders, including its shareholders, customers and colleagues
      • Meets with BT Group’s major institutional shareholders
      • Sets the culture of the organisation, ensuring that this aligns with the group’s purpose, values and strategy. 
      • Manages the group’s financial affairs, including finance, tax, treasury, investor relations, property, procurement and pension matters
      • Oversees the group’s enterprise-wide risk profile and risk management processes
      • Supports the Chief Executive in the development, implementation and achievement of the group’s strategy, business plans and financial objectives.

    • Our Independent Non-Executive Directors:

      • Bring experience and independent judgement and advice to the Board
      • Develop and constructively challenge recommendations, decisions and strategy proposals within the risk and governance structure
      • Bring varied industry and professional backgrounds, experience, skills and expertise aligned to the needs of the group’s business and long-term strategic objectives.

      Our Non-Independent, Non-Executive Director:

      As part of the terms of acquiring EE, Deutsche Telekom has the right to appoint a nominated director to the Board. Raphael Kübler was appointed to this role with effect from 30 January 2024. As a Non-Independent, Non-Executive Director, Raphael has the same responsibilities as the other directors and owes a fiduciary duty to both BT Group and Deutsche Telekom. The Conflicted Matters Committee reviews all papers ahead of sharing these with him to identify potential or actual conflicts of interest. 

      • Available to meet with BT Group’s shareholders to discuss matters that would not be appropriate for discussion with the Chairman or the Chief Executive
      • Provides advice and support to the Chairman, and acts as an intermediary between the Chairman and other directors if necessary
      • Leads the Chairman’s annual performance review.

       

      • Advises the Board on all corporate governance matters and ensures compliance with Board procedures
      • Assists the Chairman in the annual review of the Board and its Committees
      • Provides effective support to the Chairman and Non-Executive Directors
      • Ensures a timely flow of accurate and clear information to the Board and its Committees and between senior management and the Non-Executive Directors
      • Keeps well-informed of key stakeholders, including shareholders’ views
      • Arranges new director inductions and ongoing training and development for the Board
      • Ensures that the Board, especially the Non-Executive Directors have access to independent professional advice at BT Group’s expense where deemed necessary to discharge their responsibilities as directors. 

    Section 430(2B) Companies Act 2006 statements

    Companies Act disclosure relating to departing directors' payment

    • As announced on 8 January 2024, Philip Jansen stepped down as Chief Executive and from the BT Group Board on 31 January 2024 but remains an employee of the group until  30 June 2024  and will make himself available to Allison Kirkby on request to ensure an orderly and effective handover. 

      Philip’s remuneration arrangements on his departure are in accordance with the terms of his employment contract and BT Group’s directors’ remuneration policy, as approved by shareholders at the Annual General Meeting in July 2023.

      He will continue to receive his salary and contractual benefits until his termination date. 

      As he remains in employment for the full financial year, he will be eligible for an annual bonus (to be paid fully in cash) under the FY24 bonus scheme but will have no entitlement to any annual bonus under the FY25 bonus scheme.

      As Philip is retiring from executive life, he will be treated as a good leaver in respect of his outstanding awards under BT Group’s long-term incentive plans. Accordingly, the remaining tranches of his 2020 restricted share plan award and the 2021 and 2022 restricted share plan awards will be capable of vesting on their original vesting dates after years three, four and five and will remain subject to the two-year holding period and, on vesting, will be pro-rated to reflect his period of service through to the termination date. Philip did not receive a 2023 restricted share plan award.

      Philip’s 2021, 2022 and 2023 deferred bonus awards (1,512,224 shares plus any dividend equivalents if paid) will vest in full in accordance with their original timeframes.

      Philip is required to hold BT shares with a value of 500% of his base salary (or to retain his actual shareholding immediately prior to his termination date, if lower) until the second anniversary of his termination date.

      He will receive no compensation or payment for the termination of his employment contract or his ceasing to be a director of the company or any other group company, although BT will pay independent advisor fees of £45,000 and £100 for reconfirmation of customary post-employment restrictions on working for competitors.

      Full details of Philip’s remuneration arrangements for FY24 will be published in due course in the Report on Directors’ Remuneration contained in BT Group’s Annual Report 2024. Vesting and payment of the deferred awards and any vesting of his 2021, 2022 and 2023 restricted share plan awards will be disclosed, as required, in the appropriate directors’ remuneration report.

    • Section 430(2B) Companies Act 2006 disclosure in relation to departing director

      As announced on 25 October 2018, Gavin Patterson stepped down as Chief Executive and from the BT Board on 31 January 2019.

      Gavin will be paid in accordance with the terms of his employment contract and BT’s directors’ remuneration policy, as approved by shareholders in 2017.

      He will continue to receive his salary and contractual benefits until the end of his notice period being 25 October 2019. Notice was served on 25 October 2018 following the announcement of his successor. These pro-rated payments will total £777,489 salary and fees, £15,000 benefits and £203,000 pension allowance. Should Gavin wish to take on another role during the notice period, he will forfeit any payments owed to him as part of his outstanding notice period. Customary restrictions on working for competitors are in place.

      He will be eligible for an annual bonus (cash and deferred shares) under the 2018/19 bonus scheme. Any bonus paid would be pro-rated to reflect his period of service as Chief Executive.

      Gavin will be treated as a good leaver in respect of his outstanding awards under BT’s long-term incentive plans. Accordingly, his 2016 and 2017 incentive share plan awards will vest on their original vesting date to the extent that the performance conditions are met and, on vesting, would be pro-rated to reflect his period of service as Chief Executive. He did not receive a 2018 incentive share plan award.

      Gavin’s 2016 and 2018 deferred bonus awards (248,763 shares plus any dividend equivalents if paid) will vest in full in accordance with their original timeframes. He did not receive a 2017 deferred bonus award.

      He will receive no compensation or payment for the termination of his service contract or his ceasing to be a director of the company or any other group company, although BT will pay outplacement fees of up to £40,000 and legal fees of up to £9,000.

      Full details of Gavin’s remuneration arrangements for 2018/19 will be published in due course in the Report on Directors’ Remuneration contained in BT’s Annual Report & Form 20-F 2019. Vesting and payment of the deferred awards and any vesting of his 2016 and 2017 incentive share plan awards will be disclosed, as required, in the appropriate directors’ remuneration report.

    • Sir Michael Rake stepped down from the BT Board on 31 October 2017.

      No remuneration payment will be made to Sir Michael Rake after he ceases to be a director and he has not, and will not, receive any payment for loss of office.

      We anticipate that Sir Michael may, in the future, undertake advisory services for the Company on specific matters.

      Details of Sir Michael’s remuneration as a BT director for 2017/18 will be disclosed in our Annual Report & Form 20-F 2018 when published.

    • Tony Chanmugam stepped down from the BT Board on 13 July 2016, following our AGM. Details of the treatment of Tony’s remuneration arrangements can be found on pages 132-133 of the Report on Directors’ Remuneration Report contained in our Annual Report & Form 20-F 2016.

    Board Diversity and Inclusion Policy

    Diversity and inclusion are mission critical for us at BT Group.
    Inclusion isn’t just the right thing to do, it’s the only thing to do
    if we’re to achieve our aspiration of connecting people for good. 

  • The Executive Committee provides input and recommendations to assist the Chief Executive with strategy development and operational management. It is chaired by the Chief Executive.

    The Executive Committee assists the Chief Executive to:

    • develop group strategy and budget for approval by the Board
    • execute the strategy once the Board approves it
    • give assurance to the Board on overall performance and how we’re managing risks.

    The Chief Executive, or a delegate, take all decisions. This is so there is a single point of accountability.

    Allison Kirkby

    Chief Executive

    CHIEF FINANCIAL OFFICER

    Simon Lowth

    Chief Financial Officer

    Bas Burger

    CEO, International

    Claire Gillies

    CEO, Consumer

    Jon James

    CEO, Business

    Peter Leukert

    Chief Digital Officer

    Greg McCall

    Chief Security and Networks Officer

    Leslie McGibbon

    Chief Corporate Affairs and Brand Officer

    Thomas Meakin

    Chief Strategy & Change Officer

    Alison Wilcox

    Chief People & Culture Officer

    Sabine Chalmers

    General Counsel, Company Secretary and Director of Regulatory Affairs

    Clive Selley

    Invitee - CEO, Openreach

More about our Group governance

Matters Reserved to the Board

Articles of Association

Auditor independence