Expert Corporate Governance Service (ECGS)
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proxy report 11/07/2018

Job Losses

In May 2018, the Company announced that it would be cutting 13,000 jobs over the next three years, representing about 12% of its workforce. This decision is being taken as a measure to help reduce the Company’s costs by £1.5bn following the accounting scandal last year which forced the firm to write down £530m on the value of the Italian portion of its global Services.

Item 2: Approve the Remuneration Report

The structure is weighted more towards rewarding long-term performance. The quantum during the year is already excessive. Additionally, accelerated vesting in the event of a change of control is possible. Futhermore, we have stong concerns about the lack of challenging performance conditions for the 2017-2018 annual bonus and for the 2018- 2019 share awards.

Item 13: To appoint KMPG LLP as auditor of the company Following a competitive audit tender process during the year, KPMG have been proposed as external auditors.

British authorities, as well as the US Public Company Accounting Oversight Board are currently investigating PricewaterhouseCoopers, the Company's current auditor, over their accounting of BT Italia. Notably, the scandal is the second FTSE 100 scandal involving PwC in the last two years, with the auditor losing the auditing contract at Tesco plc after more than 30 years when it failed to notice hundreds of millions of pounds of missing profit.

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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Expert Corporate Governance Service (ECGS)

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