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Report of the directors The directors submit their report and the audited financial statements of the company, British Telecommunications plc, and the group, which includes its subsidiary undertakings, for the year ended 31 March 1993. Introduction The group's principal activity is the supply
of telecommunication services and equipment. In the year, 98 per
cent of group turnover arose from operations in the United Kingdom. The financial results of the group, including
the recommended dividend and the amount carried to reserves, are
considered in Financial analysis on this site. Information about the directors is set out in the Annual Review. The board is listed on that site; all the directors held office throughout the financial year under review. Sir Ewen Fergusson has been appointed to the board as from 24 May 1993. Sir Eric Ash and Mr B D Romeril will be retiring as directors on 30 June 1993. In accordance with the Articles of Association, Sir Ewen Fergusson, having been appointed to the board since the last annual general meeting, retires at the annual general meeting and will be proposed for reelection. Mr M Bett and Mr A J Booth retire by rotation and will be proposed for re election. Mr Booth has a service contract which expires on 5 August 1995 and Mr Bett and Sir Ewen Fergusson have contracts of appointment as non executive directors which expire on 31 January 1995 and 23 May 1996, respectively. During and at the end of the financial year, no director was materially interested in any contract of significance in relation to the group's business. Sir David Scholey is chairman of S.G. Warburg Group plc, subsidiaries of which have been appointed to advise HM Government on the sale of all or part of its shareholding in the company in the coming year and to act as global co ordinator and in various other capacities relating to the sale; they also advised the company during the year on the conversion of its unsecured loan stock held by HM Government into bonds, and on the subsequent repurchase by the company of two series of those bonds, for which they received fees from the company. Mr Bosonnet is a non executive director of Mercury Asset Management Group plc, a subsidiary of S.G. Warburg Group plc. Substantial shareholdings At 18 May 1993, HM Government owned 1,353 million ordinary shares in the company (21.8 per cent of theissued ordinary shares). Under the share bonus arrangements made under the UK Public Offer in 1991, a limited number of shares will be transferred from HM Government to eligible individuals who purchased shares in the Offer and continue to hold them until 31 December 1994. HM Government announced in November 1992 its intention to sell all or part of its shareholding in the coming year and has indicated subsequently that it intends to complete the share offer in mid July 1993, subject to market conditions. HM Government is the group's largest customer. The commercial relationship between the group as supplier and HM Government as customer continues on the same basis as that between HM Government and other suppliers of equipment and services. At 18 May 1993, the company had also received a notification from the Prudential Corporation group of companies, under Part VI of the Companies Act 1985 in respect of holdings of 3 per cent or more of the company's issued ordinary share capital, that they held 230 million shares representing 3.7 per cent of the issued share capital. Close company provisions The close company provisions of the Income and Corporation Taxes Act 1988 do not apply to the company. There has been no change in this respect since the end of the financial year. Annual general meeting resolutions The resolutions to be proposed at the annual general meeting to be held on 29 July 1993, together with explanatory notes, appear in the separate Notice of 1993 Annual General Meeting leaflet sent with the Annual Review to all shareholders. Corporate governance The directors consider that the company fully complies with theCode of Best Practice established by theCommittee on the Financial Aspects of Corporate Governance (the Cadbury Committee), other than in respect of those paragraphs of the Code for which the necessary guidance for compliance is not yet available.The statement of directors' responsibility for preparing the financial statements is set out under the equivalent section of this site. Auditors A resolution to reappoint Coopers & Lybrand as the company's auditors will be proposed at the annual general meeting. By order of the Board M Argent Group Director and Secretary 18 May 1993 © BT Group plc 2002 |
