Carphone Warehouse 2006 Annual Report Download - page 29

shareholder concerns. The principal communication media used to
impart information to shareholders are news releases (including results
announcements) and Company publications. In all such communications,
care is taken to ensure that no price sensitive information is released.
The Chief Executive Officer and Chief Financial Officer have lead
responsibility for investor relations. They are supported by a dedicated
investor relations department that, amongst other matters, organises
presentations for analysts and institutional investors. There is a full
programme of regular dialogue with major institutional shareholders, fund
managers, analysts, retail brokers and credit investors, upon which the
Chairman ensures that the Board receives regular updates at Board
meetings. The Board also receives periodic reports on investors’ views
of the performance of the Company. All the Non-Executive Directors and,
in particular, the Chairman and Senior Independent Director, are available
to meet with major shareholders, if such meetings are required. Further
financial and business information is available on the Company’s
website, www.cpwplc.com.
The Company also communicates with shareholders through the Annual
General Meeting, at which the Chairman gives an account of the progress
of the business over the last year, and a review of current issues, and
provides the opportunity for shareholders to ask questions.
and the Committee determined that their appointments were part of the
Company’s orderly succession plans so as to maintain the appropriate
balance of skills and experience within the Company on the Board.
All of the above recommendations were unanimously approved by the Board.
Risk management and internal control
The Company has established a risk management programme that assists
management throughout the Company to identify, assess and mitigate
business, financial, operational and compliance risks. The Board views
management of risk as integral to good business practice. The programme
is designed to support management’s decision-making and to improve
the reliability of business performance.
The risk management programme is supported by a dedicated team of
risk specialists, including internal auditors, who comprise the Group Risk
and Assurance function. To ensure that all parts of the Company have a
good understanding of risk, members of this team have conducted risk
workshops and reviews within each of the main operating divisions in the
past year, culminating in an assessment of key business risks by the
Executive Directors and senior management. These risk assessments
have been wide-ranging, covering risks arising from the regulatory
environment, strategy, counter-parties and organisational change
associated both with major projects and with acquisitions. The risk
management process operates throughout the Company, being applied
equally to the main business divisions and corporate functions.
The output from each annual assessment is a list of key strategic, financial,
operational and compliance risks. Associated action plans and controls to
mitigate them are also put in place where this is possible and to the extent
considered appropriate by the Board taking account of costs and benefits.
Changes in the status of the key risks and changes to the risk matrix are
reported regularly to the Audit Committee and at each Board Meeting.
The Directors have overall responsibility for the Group’s systems of internal
control and for reviewing their effectiveness. The Board delegates to
executive management the responsibility for designing, operating and
monitoring these systems. The systems are based on a process of
identifying, evaluating and managing key risks and include the risk
management processes set out above. The systems of internal control
were in place throughout the period and up to the date of approval of
the Annual Report and financial statements. The effectiveness of these
systems is periodically reviewed by the Audit Committee in accordance
with the guidance in the Turnbull Report. These systems are also refined as
necessary to meet changes in the Group’s business and associated risks.
The systems of internal control are designed to manage rather than
eliminate the risk of failure to achieve business objectives. They can only
provide reasonable and not absolute assurance against material errors,
losses, fraud or breaches of laws and regulations.
The Board has conducted an annual review of the effectiveness of the
systems of risk management and internal control in operation during
the year and up to the date of the approval of the Annual Report and
financial statements.
Communication with investors
The Board believes it is important to explain business developments and
financial results to the Company’s shareholders and to understand any
Corporate Governance continued www.cpwplc.com 25
Governance