Approved by the Chief Executive on 16 June 2021
Terms of reference
1. Purpose and authority
1.1 The Committee is the executive management team for BT.
1.2 The Committee supports the Chief Executive with input and recommendations, by acting as a forum for robust debate.
1.3 All decisions are taken by the Chief Executive, or his delegate, in keeping with the principle of single point accountability.
1.4 The purpose of the Committee is to assist the Chief Executive (or his delegate) in exercising the authority delegated to the Chief Executive by the BT Group plc Board to run the business of the BT Group (the “Group”) day to day, in particular to develop and lead pan-BT strategy and budget and execute the strategic plan once agreed by the Board; and to provide assurance to the Board in relation to overall performance and risk management.
1.5 The Committee shall take account of specialist functional inputs and recommendations Committee and shall ensure it continues to act in compliance with BT’s business practices, providing demonstrable ‘tone at the top’ in relation to expected behaviours and values as set out in ‘The BT Way’: our ethics code.
1.6 Irrespective of these Terms of Reference, for the avoidance of doubt, a BT employee must bring any significant issue concerning the Group to the attention of the Chief Executive or the Committee, through the relevant Committee member, the Company Secretary, or otherwise.
2.1 Committee members shall be the Chief Executive, Chief Financial Officer, Corporate Affairs Director, Chief Technology Officer, Chief Digital and Innovation Officer, HR Director, General Counsel and Director of Regulatory Affairs, CEO Consumer, CEO Enterprise and CEO Global.
2.2 The Chief Executive shall be entitled to add or remove members of the Committee at his sole discretion.
2.3 The CEO Openreach is not a member of the Committee, but shall attend meetings as appropriate and subject to the relevant provisions of the Commitments and the Governance Protocol agreed with Ofcom, as in effect and applied at the relevant time.
2.4 The Chief Executive shall act as Chair of the Committee. In the absence of the Chief Executive, he will nominate another Committee member to act as Chair.
2.5 The Company Secretary or their nominee shall act as the secretary of the Committee.
3.1 The Committee shall meet:
- weekly, when circumstances merit – to advise the Chief Executive (or his delegate) on urgent issues requiring their decision; and
- monthly – to advise the Chief Executive (or his delegate) on issues requiring their decision including but not limited to:
- Planning, performance and risk management
- Organisation, culture and people
- Governance and compliance.
3.2 The Committee will operate at all times in line with the Commitments and the Governance Protocol agreed with Ofcom. In particular, representatives of Openreach and each of the customer-facing units shall attend meetings and receive materials as appropriate in accordance with the Commitments, as in effect and applied at the relevant time.
The Committee’s role shall be, as required by the Chief Executive, to:
4.1 Advise the Chief Executive on the implementation of Group-wide priorities for, and the delivery of, customer quality of experience;
4.2 Review and advise the Chief Executive on collective priorities and actions for the Group as a whole on financial matters and operational matters;
4.3 Advise the Chief Executive on his recommendations to the Board concerning the Group strategy;
4.4 Advise the Chief Executive on the implementation and delivery of the agreed Group strategy and Group budget, including:
a) the allocation of resources across the Group within plans agreed by the Board; and
b) planning and delivery of major pan-BT programmes;
4.5 Advise the Chief Executive on decisions that fall within the matters reserved to the Chief Executive in accordance with the Chief Executive’s delegation of authority and, as such, can only be taken by the Chief Executive (e.g. acquisitions, disposals, capital expenditure, investments and people decisions over a defined threshold).
4.6 Advise the Chief Executive regarding any proposed guarantee by BT Group plc as referred by the Director Tax, Treasury, Insurance & Pensions;
4.7 Advise the Chief Executive on the monitoring and implementation of the Group’s risk management framework and internal controls;
4.8 Advise the Chief Executive on the Group Risk Register, including a review of the Group Risk Register at least twice annually and regularly consider and challenge the key risks, potential threats and associated opportunities to the business;
4.9 Advise the Chief Executive on the management and development of the careers of high potential individuals and assist in his review of the succession plans of the Group;
4.10 Advise the Chief Executive on remuneration strategy to enable him to make appropriate recommendations to the Remuneration Committee on matters reserved to it;
4.11 For matters not reserved to the Board, advise the Chief Executive on the implementation and operation of Group-wide policies on:
- Business practices and ethics;
- Corporate Governance;
- Technology, Architecture and Standards;
- Anti-corruption & bribery compliance;
- Environmental compliance;
- Regulatory and competition compliance;
- Regulation and governance of data;
- Sanctions and international trade compliance;
- Brand and Values;
- Organisational Health;
- Digital impact and sustainability;
- Employment Policy;
- Health & Safety Standards;
- Enterprise Risk Management (ERM);
- Group customer and procurement trading policies;
- Delegation of authority framework; and
- Authorised signatories.
4.12 Advise the Chief Executive on the values and standards that BT colleagues, customers, and stakeholders are expected to deliver as a minimum in every jurisdiction where BT may do business;
4.13 Advise the Chief Executive on the Group’s involvement in any material regulatory or competition interventions and reviews and on BT’s regulatory strategy plan;
4.14 Advise the Chief Executive on any proposed changes to the Delegation of Authority Framework within his remit;
4.15 In relation to jurisdictions where BT may do business, advise the Chief Executive on requests for any potential business in relation to a Red country (those countries where BT, other than by exception, does not and will not trade) and, if referred to the Chief Executive by the Security Council (or any successor body), advise him regarding any potential business in relation to an Amber country;
4.16 Advise the Chief Executive (or his delegate) on any other matters which they bring to the Committee.