Carphone Warehouse 2006 Annual Report Download - page 35

External Appointments
The Board supports Executive Directors holding Non-Executive Directorships of other companies and believes such appointments are part of the
continuing development of the Executive Directors from which the Company will ultimately benefit. The Board has reviewed all such appointments and
the following sets out those appointments that the Board believes require disclosure pursuant to the Code. The Board has also agreed that the Directors
may retain their fees from such appointments.
Currently, Charles Dunstone is a Non-Executive Director of HBOS PLC, The Daily Mail and General Trust PLC and Independent Media Distribution PLC,
for which the annual fees are £69,000, £36,750 and £21,250 respectively. During the period Roger Taylor was a Non-Executive Director of Berkeley Scott
Group PLC for which he received £13,750. David Goldie is a Non-Executive Director of The Cheshire Building Society for which he received £24,750.
The fees for each of the Non-Executive Directors are determined by the Board after considering external market research. The Non-Executive Directors
do not take part in discussions on their remuneration.
Each of the Non-Executive Directors, except David Ross, has a letter of appointment substantially in the form suggested by the Code and each has
a three-month notice period with no compensation for loss of office. The Company has no age limit for Directors.
The dates of each contract are set out below
Directors’ interests in shares and dates of service contracts
Ordinary shares of 0.1 p
Director 1 April 2006 2 April 2005 Date of contract
C W Dunstone 298,028,535 304,578,535 26 June 2000
J H Dale 168,044 150,500 30 March 2001
S Esom 3,500 – 29 September 2005
J Gildersleeve 246,000 246,000 14 April 2005
D Goldie 1,057,350 – 1 July 2005
A Harrison 401,400 – 3 April 2006
D Mansfield 500 – 29 September 2005
A H Martin 12,461 12,461 26 May 2005
S Morgan 1,982 – 1 November 2005
Sir B Pitman 14,687 14,687 26 May 2005
D P J Ross 193,840,759 199,840,759 4 July 2002
G Roux de Bezieux 7,966,740 9,938,670 26 June 2000
R W Taylor 1,458,385 2,276,806 2 March 2000
The following dealings by Directors took place during the period:
On 7 June 2005 C W Dunstone sold 6,000,000 shares.
On 17 June 2005 D P J Ross sold 6,000,000 shares.
On 29 June 2005 J H Dale exercised options and sold 300,000 shares.
On 6 July 2005 C W Dunstone transferred 100,000 shares by way of a gift to certain employees of the Group.
On 7 June 2005, under the Annual Deferred Bonus Plan, R W Taylor was awarded 31,579 shares, G Roux de Bezieux was awarded 28,070 shares
and J H Dale was awarded 17,544 shares. These shares will not vest until 1 July 2006.
On 28 July 2005 G Roux de Bezieux sold 2,000,000 shares.
On 27 September 2005 R W Taylor sold 850,000 shares.
On 24 January 2006 S Esom purchased 3,500 shares.
On 1 February 2006 S Morgan purchased 1,982 shares.
On 8 February 2006 C W Dunstone transferred 450,000 shares by way of gift to The Charles Dunstone Charitable Trust.
As potential beneficiaries under the Employee Share Ownership Trust (ESOT), the Executive Directors are deemed to be interested in all of the
shares held by the ESOT, which at 1 April 2006 amounted to 14,092,675 shares.
Remuneration Report continued www.cpwplc.com 31
Governance