(i) For the Chairman, all executive directors, members of the Operating Committee and senior executives reporting to the CEO:
(a) Agree the framework and/or broad policy for remuneration, terms of employment and any changes, including service contract, remuneration, policy for and scope of pension arrangements, basis of bonus and bonus awards and participation in and awards under share, incentive and benefit plans not available to all employees; and the targets for any performance related pay schemes.
(b) Agree terms for cessation of employment;
(c) Authorise execution by the Company of all relevant documents
(d) Determine the policy for and agree appointments as non-executive directors of non-BT Group companies and other organisations.
(ii) Approve share incentive and benefits plans not available to all employees and which do not require Shareholder approval, and recommend to the Board such plans which require Shareholder approval. Administer such plans including agreeing or amending the rules, authorising the establishment of trusts and changes, agreeing when to operate such a plan, authorising the giving of financial assistance, the terms of each operation and selecting the people to participate, agreeing performance conditions and whether they have been achieved and approving and authorising execution of all relevant documents.
(iii) Recommend to the Board the form and content of the report to shareholders on directors remuneration including the work of the Committee.
(iv) The Committee is authorised through the Secretary to seek any information it requires from an employee of the company in order to perform its duties.
(v) The Committee is authorised, in consultation with the Secretary, where necessary to fulfil its duties, to obtain any outside legal or other professional advice including the advice of independent remuneration consultants, to secure the attendance of external advisers of its meetings, if it considers this necessary, and to obtain reliable up-to-date information about remuneration in other companies, at the Companys expense. The Committee, in consultation with the Secretary, also has authority to commission reports and surveys that it considers necessary to fulfil its obligations.
(vi) Delegate any of its powers to one or more of its members or the Secretary or Deputy or Assistant Secretary.
Maarten van den Bergh Chairman
Matti Aluhuhta
Deborah Lathen
Sir Michael Rake
Carl Symon
Eric Daniels
The Chief Executive attends meetings when appropriate. The Secretary and the Group HR Director attend every meeting.
The committee meets at least four times a year.
All non-executive directors may receive papers and minutes on request.
The Committee is authorised to administer the BT Group discretionary share plans (BT Group Incentive Share Plan, the BT Group Retention Share Plan, BT Group Global Share Option Plan (which comprise the BT Group Equity Incentive Portfolio), the BT Group Deferred Bonus Plan and the BT Group Legacy Option Plan and residual matters for the BT discretionary share plans (BT Equity Incentive Portfolio, BT Executive Share Plan and BT Deferred Bonus Plan).
