Carphone Warehouse 2003 Annual Report Download - page 19

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The Carphone Warehouse Group PLC Annual Report 2003
Aggregate remuneration*
The total amounts of Directors’ remuneration and other benefits (excluding pension contributions) were as follows:
Basic salary/ Taxable Annual 2003 2002
Fees benefits (iii) bonuses (iv) Total Total
Director £’000 £’000 £’000 £’000 £’000
Executive
C W Dunstone (i) 250 13 150 413 262
D P J Ross (i) & (ii) 265 3 150 418 250
C G Johnson ––––73
R W Taylor 200 9 100 309 208
G Roux de Bezieux 190 12 95 297 166
J H Dale 100 1 50 151 120
Non-Executive
Hans Roger Snook 138 1 – 139 –
Sir Brian Pitman 25 – – 25 25
J Gildersleeve 25 – – 25 25
A H Martin 25 – – 25 25
D Wilson 25 – – 25 33
Aggregate emoluments 1,243 39 545 1,827 1,187
(i) Charles Dunstone and David Ross each waived emoluments of £50,000 during the period ended 29 March 2003. The original level salary of
£300,000 per annum was reinstated with effect from the beginning of April 2003.
(ii) Includes a salary supplement of £15,000 in lieu of pension.
(iii) The taxable benefits provided consist of a company car or car allowance and private medical cover.
(iv) Annual bonuses for the period ending 29 March 2003 were accrued during the year and will be paid in June 2003.
Pensions*
The schedule below sets out payments to defined contribution pension schemes. Charles Dunstone and Roger Taylor are members of a UK
stakeholder pension scheme with Norwich Union. Under this scheme a fixed proportion of salary is paid by the Company, together with a fixed
proportion by the Executive Director. Both amounts are invested on behalf of the Executive Director. Pension benefits are then funded by the total
investment. David Ross receives an allowance in lieu of pension which is included in the aggregate remuneration table above. No provision is made
for other Directors. Levels are reviewed annually against published market data. None of the Directors was a member of a defined benefit pension
scheme. Pension entitlements are based on basic salary only.
2003 2002
Director £’000 £’000
C W Dunstone 15 17
D P J Ross –16
C G Johnson –6
R W Taylor 10 10
J H Dale 6–
Tota l 31 49
Annual Performance Bonus
The Company operates a bonus scheme designed to reflect the performance of the Group. Bonuses are governed by performance conditions set
by the Remuneration Committee to ensure that maximum variable rewards are paid only for exceptional performance.
For the period ended 29 March 2003, the annual bonus is based on improvements in EPS with a payment of up to a maximum of 60% of annual salary.
The threshold level of bonus is 30% of annual salary which is payable at an EPS level of 4.6p with a maximum of 60% of annual salary paid at an EPS
level of 5.5p. For every 0.03p increase in EPS between the threshold and maximum levels, bonus increases by 1% on a straight line basis.
This performance measure was chosen to focus the Executive Directors on the key financial indicators that reflect the Group’s short-term
performance thereby aligning the Executive Directors’ interests with those of shareholders.
No bonus payments were made during the period ended 29 March 2003. Bonus payments in respect of the period ended 29 March 2003 will be
made in June 2003 following approval by the Remuneration Committee and are included in the aggregate remuneration table above.
An Annual Deferred Bonus Plan has also been established under which the Executive Directors have the option of taking some or all of their annual
performance bonus in the form of a deferred share award. No Executive Director has elected to defer their bonus for the period ended 29 March
2003. The rights to deferred shares cannot be exercised for 12 months. Matching shares may also be awarded if the deferred share award is not
exercised for up to a further two years. The number of matching shares awarded equates to 12.5% of the deferred amount at the beginning of each
year. The share equivalent of dividends which would have been paid on the shares is added to the deferred share award each year.
Share Options
The Company has a performance related share option scheme for Executive Directors and senior managers both in the UK and overseas. Subject to
satisfactory personal performance as determined by an Annual Performance Review, share options are granted on an annual allocation basis as a
percentage of base salary. For Executive Directors the annual target level of allocation is 100% of salary with a maximum of 200% of salary for upper
quartile performance. Normally options can be exercised only after they have been held for a minimum period of three years. Options granted from
April 2002 are subject to the achievement of a performance condition which is measured over the three year performance period and is based on
the Group’s TSR against a comparator group comprising certain companies within the UK FTSE General Retailers Index and the MSCI European
Telecoms Index. Measuring the Group’s performance against the companies in these indices recognises the importance for shareholders that
the Group outperforms its sector.