BT Group - AGM 16 July 2020
Item 2: Remuneration report
The CEOns base salary exceeds significantly the peer medians leading to a total excessive remuneration of £6.2m compared to BT results (TSR -40% during the fiscal year).
Items 3 and 27: Remuneration policy and Restricted Share Plan (RSP)
BT is another company that proposes to replace performance based LTIP by a new plan which allows awards to be granted to Executive Directors without performance conditions. This does not correspond to our voting principles as ECGS is not in favour of the restricted grants to executive directors, especially when the company has struggled to deliver target performance for previous LTIP vesting. The 50% reduction in the individual caps cannot replace the sustainable performance conditions, which we consider essential to align the executive remuneration and shareholder value creation.
Items 19-20: Disapplication of pre-emptive rights
Despite the UK best practices established by the Pre-Emption Group which limits the disapplication of pre-emptive rights to 7.5% of share capital within a rolling three-year period, the Company has not confirmed its intention to comply with. Therefore, all capital increases without pre-emptive rights are currently limited to 10% of the capital a year. This does not correspond to our voting policy for the UK market. Therefore, we recommend to oppose the resolution 20 to issue an additional 5% of issued ordinary share capital without pre-emptive rights.
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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