Report
Expert Corporate Governance Service (ECGS)
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BT Group, 10 July 2019

Key concernsThe Company has identified weaknesses in its internal control system. The Companyns auditor has expressed an adverse report on the design and operating effectiveness of the Companyns internal control over financial reporting in the Form 20-F, and has identified a significant risk of fraud in the area of long term customer contracts in Global Services and Enterprise, identifying weaknesses in the design of controls. The Company has dismissed its CEO during the year under review. Mr Patteron resigned as Chief Executive on 31 January 2019. Following his departure, Mr Jansen was appointed as Chief Executive on 1 February 2019. The Companyns Italian business is under criminal investigation for an accounting scandal which was uncovered in 2016, with recent press reports alleging that senior executives of the Company were aware of the $339m fraud. A class action lawsuit has been filed in the US by Company shareholders alleging the Group misled investors and failed to promptly disclose the financial irregularities. Please see the attached report for further details on these matters. Item 2: Approve the Remuneration Report The structure is weighted more towards rewarding long-term performance, but the bonus exceeds guidelines. The quantum during the year is excessive. Furthermore, an unacceptable recruitment award has been paid. We recommend shareholders oppose

Underlying
BT Group PLC

BT is a communications services company, delivering products and services with industry-specific communications solutions and consulting expertise. Co.'s principal activities include: networked IT services; local, national and international telecommunications services; broadband and internet products and services; and converged fixed/mobile products and services. Co. operates five lines of businesses: BT Global Services, BT Business, BT Consumer, BT Wholesale and Openreach, providing services to around 6,500 large corporate and public sector customers, in more than 170 countries worldwide.

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Proxinvest
Proxinvest

Founded in 1995, Proxinvest is an independent proxy firm supporting the engagement and proxy analysis processes of investors. Proxinvest mission is to analyse corporate governance practices and resolutions proposed at general meetings of listed firms.

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