BT : Section 172 statement 2024

BT Group plc Annual Report 2024

92

Corporate governance report

Section 172 statement

In their discussions and decisions during FY24, the directors of BT Group plc have acted in the way that they consider, in good faith, would be most likely to promote the success of the group for the benefit of its members as a whole, having regard to stakeholders and the matters set out in sub-sections 172(1) (a)-(f) of the 2006 Act.

The Board considers the matters set out in section 172 of the 2006 Act in its discussions and decision making, including:

The likely consequence of any decision in the long- term:

• The Directors recognise that the decisions they make today will affect the group's long-term success. During the year, the Board had particular regard to this in its discussions on group strategy (see page 89). Our purpose and strategy demonstrate how we realise our ambition and grow value for all our stakeholders. This in turn guides the Board's decisions, specifically the balance between short and long-term investments. The third pillar of our strategy - lead the way to a bright, sustainable future - incorporates our aim to identify and develop new business opportunities that will help us grow sustainably in the future. More information on our strategy can be found on pages 18
  to 29.

• While the Board engages directly with stakeholders on some issues, the size and distribution of BT Group and our stakeholder groups means that stakeholder engagement often happens below Board level. However, the Board considers information from across the group to help it understand how our operations affect our stakeholders' interests and views. More details on how we engage with key stakeholders (including customers and suppliers) on pages 40to 45.
• Our colleagues are key to our success, and they are considered as part of the Board's discussions and decision making. The Board and its Committees have reviewed colleague health and wellbeing, our inclusivity, equity and diversity ambitions, organisational culture and the impact of our transformation programmes, as well as on employee relations (see pages 30to 33for more details). More information on the Board's engagement with colleagues can be found on pages 90to 91and other colleague engagement channels are set out on page 41.

The impact of the group's operations on the community and environment:

• The Responsible Business Committee continues to oversee the progress of our Manifesto. This aims to accelerate growth through technology that is responsible, inclusive and sustainable, ensuring the group can continue to build trust and create value for its stakeholders. The Committee also monitors progress on the digital impact and sustainability strategy and our sustainability goals. During the year, the Committee considered and approved the group's Carbon Abatement Methodology which formalises our goal to help our customers avoid 60m tonnes of carbon emissions through our products and services (see page105).
• Information as to how we have addressed the recommendation of the TCFD framework can be found on pages 71to 80.

The desirability of maintaining a reputation for high standards of business conduct:

• The Board acknowledges its responsibility for setting and monitoring the culture, values and reputation of the group. Our colleagues are central to us achieving this ambition and we're focused on building a culture where our colleagues can be their best. During the year, the Board considered the group's culture in its decision making and discussions (see page 88).
• The Audit & Risk Committee also considered regular reports from the General Counsel People, Ethics & Compliance on our ethics and compliance policies and programmes and reports on issues raised through Speak Up, BT Group's confidential whistleblowing service (see page 102).

The interests of our colleagues, and the need to foster business relationships with our key stakeholders :

• The Board and its Committees understand the strategic importance of stakeholders to our business. When making decisions, the Directors have regard to the interests of colleagues, and the need to foster business relationships with other key stakeholders. We acknowledge that not every decision we make will necessarily result in a positive outcome for all our stakeholders, so the Board must balance competing interests in reaching its decisions.

The need to act fairly between BT Group's shareholders:

• During FY24, the Chairman, Chief Executive, Chief Financial Officer, other executives and the Investor Relations team held 222 meetings with investors (see page 43for more detail on our engagement with shareholders). These meetings gave investors the opportunity to discuss views on all matters including:
• • our strategy and competitive position in key markets
  • our financial and operational performance
  • capital investment (including FTTP and 5G)
  • our capital allocation policy
  • prospective governmental and regulatory policy decisions
  • our pension fund valuation.
• The Board is mindful of having two significant shareholders but considers any decisions it makes in the interests of all shareholders.