The Conflicted Matters Committee (CMC) is responsible for assessing whether and to what extent Board meetings and Board papers are likely to consider or refer to a conflict of interest between BT and Deutsche Telekom (DT) or their respective affiliates. The Committee considers both actual and potential conflicts of interest; these include matters in which BT and DT or their respective affiliates are considered competitors. The CMC assists the non-independent, non-executive director in complying with his fiduciary duties (although ultimate responsibility rests with him), supports good governance and protects the group's competitively sensitive information.
Where a conflict arises the non-independent, non-executive director will not be given access to documents or information made available to the Board in relation to such a matter and shall absent himself from any related Board discussion.
The Committee also reviews the materials for the Integration Committee, whose membership includes a representative from DT.