5/20/2013 3:55:00 AM Board Independence: Things to consider:

Independent Board Members constitute, at a minimum, a majority of the Board. A Board with this makeup and one which is diverse in composition is more likely to limit undue influence of manage- ment and others over the affairs of the Board.

Independent Board Members regularly meet without the presence of management and report on their activities at least annually to Shareowners. Such meetings permit these Board Members to discuss issues facing the Company without influence from Executive Board Members.

o Board meetings The Board meets at least seven times a year. Certain matters are considered at all Board meetings including the Chief Executives business report; the latest available management accounts/Chief Financial Officers report; business updates; an operations update (covering commercial, technology and operations matters); an investor relations report and, where applicable, reports from the Nominations and Governance Committee, Audit and Risk Committee, and Remuneration Committee. In addition to standing agenda items, there may be discussions on deepdive topics. During the year deep-dive presentations have included commercial strategy, technology strategy, spectrum auctions, talent and succession, our enterprise business and our partner markets business.
the Board chair also holds the title of chief executive. Combining the two positions may give too much influence to Executive Board Members and impair the ability and willingness of Independent Board Members to exercise their Independent judgment. A number of national corporate governance codes require the separation of these two positions.

Independent Board Members have a lead Member if the Board chair is not Independent.

o We consider all of our non-executive directors to be independent. The Board is aware of the other commitments of its directors and is satisfied that these do not conflict with their duties as directors of the Company.

the Board chair is a former chief executive of the Company. If so, Investors run the risk that this arrangement could impair the Boards ability to act Independently of undue management influence and in the best interests of Shareowners. Such a situation also increases the risk that the chair may hamper efforts to undo the mistakes made by him/her as chief executive.

o No.
individuals who are aligned with a Company supplier or customer, or are aligned with a manager or adviser to the Companys share-option or pension plan, are Members of the Board. In some cases, a Company with a large number of suppliers, customers and advisers may need to nominate individuals to the Board who are aligned with these entities to ensure that it has the expertise it needs to make reasoned decisions. Investors should determine whether such Board Members recuse themselves on issues that may create a conflict.

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