Carphone Warehouse 2008 Annual Report Download - page 40

28The Carphone Warehouse Group PLC Annual Report 2008
Board meetings
The Board meets formally at least six times a year, with additional
meetings as required. All Board papers are sent out on a timely basis
with sufficient information for the Directors to be able to discharge their
duties. The Board met formally six times during the period (including a
strategy day). All Directors formally attended these meetings with the
exception of Steven Esom who was absent from the meeting held on 27
September 2007 and Sir Brian Pitman and David Grigson who were both
absent from the meeting held on 31 January 2008. These absences were
due to prior engagements that could not be changed with the exception
of David Grigson who had to attend an emergency meeting in respect
of Reuters Group PLC. The Company Secretary ensures that all
Board papers are sent out to non-attending Directors and that, where
possible, any comments they have are received beforehand so that
they can be expressed at the meeting.
Operation of the Board
The wide range of experience and expertise of the Non-Executive
Directors, combined with the skill sets of the Executive Directors, provides
vast experience of retailing, mobile and fixed line telecommunications and
general business experience, strong personal skills and independence of
thought and perspective. The overriding responsibility of the Board is to
provide entrepreneurial and responsible leadership to the Group within a
framework of prudent and effective controls. These controls allow for the
key issues and risks facing the business to be assessed and managed.
The Board determines the overall strategic direction for the Group, reviews
management performance and ensures that the necessary financial and
human resources are in place to enable the Group to meet its objectives.
The Board is comfortable that the necessary controls and resources exist
within the Group to enable these responsibilities to be met. The Board
ensures that the Directors, and in particular the Non-Executive Directors,
develop an understanding of the views of major shareholders about the
Company. The Company regularly communicates with major shareholders
and has a dedicated internal investor relations department. Briefings
on market activity, together with the views of shareholders and analysts
on the Company, are also regularly provided to the Board.
There is a clear and documented division of responsibilities between
the roles of the Chairman and the Chief Executive Officer. There are also
documented schedules of matters reserved to the Board and matters
delegated to Committees of the Board. Such reserved matters include
decisions on strategic and policy issues, the approval of published
financial statements and major acquisitions and disposals, authority levels
for expenditure, treasury and risk management policies. Strategic and
policy issues are reviewed annually at a combined Board and senior
executive strategy day.
Performance evaluation
During the period the balance of skills, knowledge and experience of
the Directors was reviewed. The Board, and each individual Director,
also undertook performance evaluations. Using the Higgs ‘Suggestions
for Good Practice’ as guidance, the individual Directors initially completed
separate questionnaires. The results were collated for and analysed by
the Chairman, the Senior Independent Director, the Chief Executive Officer
and the Board as a whole. The areas covered included the roles of the
Executive and Non-Executive Directors, the Board, the Board
Committees, the Chairman of the Company, preparation for and
performance at meetings, the effectiveness of each Director, leadership,
culture and corporate governance. The results were then considered by
the Board as a specific item of business. The Board intends that these
exercises or similar ones continue to be carried out each year.
Introduction
The Board of Directors recognises the importance of high standards of
corporate governance. This Report and the Remuneration Report set out
on pages 32 to 38 explain that the Company has complied during the period
with the principles contained in Section 1 of the 2006 Combined Code
on Corporate Governance (“Code”) except as stated to the contrary in
this Report. In accordance with the Listing Rules issued by the Financial
Services Authority, the relevant parts of this Report have been reviewed by
the auditors and their opinion is contained in the Independent Auditor’s
Report on page 41.
Board of Directors
Composition of the Board
There are currently four Executive Directors and eight Non-Executive
Directors (including the Non-Executive Chairman and the Non-Executive
Deputy Chairman). Biographies of each of the Directors, their responsibilities
and Board Committee memberships are set out on pages 26 and 27.
The following changes to the Board have taken place since last year’s
Annual Report:
The appointment of David Grigson as a Non-Executive Director
was approved at the Annual General Meeting held on 26 July 2007.
On 5 June 2007 Jim Dale also stepped down as a Director.
Between the period of 1 April 2007 and 24 April 2007, the Board
comprised five Executive Directors and seven Non-Executive Directors
(including the Non-Executive Chairman and Non-Executive Deputy
Chairman). Following the appointment of David Grigson on 24 April 2007
the number of Non-Executive Directors increased to eight. Following Jim
Dale standing down on 5 June 2007, the number of Executive Directors
reduced to four.
Between the period of 1 April 2007 and 24 April 2007, five of the Non-
Executive Directors (excluding the Non-Executive Chairman and the
Non-Executive Deputy Chairman) were considered to be Independent
Non-Executive Directors. They were Sir Brian Pitman, Baroness Morgan,
David Mansfield, Steven Esom and Adrian Martin.
Following the appointment of David Grigson, six of the Non-Executive
Directors (excluding the Non-Executive Chairman and the Non-Executive
Deputy Chairman) are considered to be Independent Non-Executive
Directors. They are Sir Brian Pitman, Baroness Morgan, David Mansfield,
Steven Esom, Adrian Martin and David Grigson.
Charles Dunstone is the Chief Executive Officer, John Gildersleeve is
Non-Executive Chairman, David Ross is Non-Executive Deputy Chairman
and Sir Brian Pitman is the Senior Independent Director.
Following his appointment, David Grigson went through a formal process
of induction principally carried out by the Company Secretary. All Directors
are subject to election by shareholders at the first Annual General Meeting
following appointment and thereafter to re-election at least every three
years. Each Executive Director and David Ross has a service contract that
can be terminated by either the Company or the Director on 12 months’
notice or less.
The Non-Executive Directors, apart from David Ross, have three year
periods of appointment, the terms of which are substantially in the same
format as suggested by the Code, with three month notice periods and
no compensation for loss of office. Further details on each Director’s
remuneration, including the dates of their contracts with the Company,
are set out in the Remuneration Report on pages 32 to 38.
Directors’ Report: Governance
Corporate Governance