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

Jan du Plessis

Chief executive

Philip Jansen

Chief financial officer

Simon Lowth

Non-executive directors

Non-independent, non-executive director

Adel Al-Saleh

Independent non-executive director

Sir Ian Cheshire

Senior independent director and independent non-executive director

Iain Conn

Independent non-executive director

Isabel Hudson

Independent non-executive director

Matthew Key

Independent non-executive director

Allison Kirkby

Independent non-executive director

Leena Nair

Independent non-executive director

Sara Weller

Group General Counsel, Company Secretary and Director of Regulatory Affairs

Sabine Chalmers

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 in order 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.

  • Oversees, assesses and reviews our financial and narrative reporting, internal controls and risk management,including internal and external audit and pan-BT finance, control and compliance-related transformation programmes.

  • Oversees our adherence to the Commitments we made as part of the 2017 Digital Communications Review with Ofcom and consumer fairness matters.

    BT Compliance Committee >

  • Agrees the remuneration framework for the chairman, executive directors and certain senior executives and monitors remuneration practices and policies for the wider workforce.

  • Oversees our role in the use of official investigatory powers.

  • 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.

  • Provides oversight and direction to bring our purpose to life through our digital impact and sustainability strategy.

  • 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 and Deutsche Telekom (DT) or their respective affiliates.

  • Discusses and inputs into significant proposals and initiatives impacting our colleagues. Our designated non-executive director for workforce engagement reports back to the Board on its activities.

Chief executive

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

  • Ensures BT 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
    • 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
    • Meets with BT’s major institutional shareholders and shareholder representative bodies
    • Ensures the Board understands the nature and extent of any significant risks BT is willing to take to implement its strategy
    • Makes sure the Board receives accurate, timely and clear information and is consulted on all relevant matters
    • Makes sure BT communicates clearly with shareholders and discusses their views and concerns with the Board
    • Ensures that there is effective stakeholder engagement and the Board is kept aware of their views, in particular those of shareholders.
    • Maintains an appropriate balance between the interests of key stakeholders
    • Acts as a key contact for important stakeholders, as well as working with the chief executive and the senior independent director to represent BT in key 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’s major institutional shareholders
    • Sets the culture of the organisation, ensuring that this aligns with the company’s purpose, values and strategy. 
    • Manages the group’s financial affairs, including finance, tax, treasury, investor relations, M&A, 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, and the group’s strategic and performance 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. Adel Al-Saleh was appointed to this role with effect from 15 May 2020. As a non-independent, non-executive director, Adel has the same responsibilities as the other directors and owes a fiduciary duty to both BT 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’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 good flow of timely information within the Board and its Committees and between senior management and the non-executive directors
    • Keeps well-informed of shareholders’ views
    • Arranges new director inductions and ongoing training and development for the Board.

Board Diversity and Inclusion Policy

Diversity and inclusion are really important for us at BT.
We believe that diversity and inclusion is everyone’s responsibility.
This Policy supports BT’s aim to build the strongest foundations.