Carphone Warehouse 2014 Annual Report Download - page 36

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Chairman’s introduction
We have a reputation for our
entrepreneurial management style
andit isessential that we have the
necessary controls and procedures in
place to steer this entrepreneurial drive
and ambition. The Board of directors is
ultimately responsible for the strategic
direction, management and control ofthe
Group's activities. The Board recognises
the importance of achieving high standards
of corporate governance, to help facilitate
the success of the business.
Sir Charles Dunstone Chairman
Since 28 October 2013 the Company has held a premium listing
onthemain market of the London Stock Exchange, and as such
isrequired to comply with the UK Corporate Governance Code (the
"Code") published by the UK Financial Reporting Council. The Board
is committed to the highest standards of corporate governance and
in accordance with the Listing Rules of the UK Listing Authority
("Listing Rules") the Board confirms that, except to the extent stated
below, the Company has throughout the year and as at the date of
this annual report complied with the provisions set out in the Code.
In accordance with the Listing Rules, the relevant parts of this Report
have been reviewed by the Company’s auditors and their opinion
iscontained in the Independent auditors’ report on pages 57 to 59.
PROPOSED MERGER WITH DIXONS RETAIL PLC
The Prospectus and Circular, which will be sent to our shareholders
in respect of the Merger with Dixons Retail plc, set out the proposed
changes to the Board of directors and to the Board Committees
should the Merger complete. Other governance matters will also be
changed accordingly. All such changes will be set out in next year's
annual report if the Merger completes and therefore this Corporate
Governance Report should be considered by shareholders in this regard.
INDEPENDENCE AND COMPLIANCE
The Board has eight members, four of whom, excluding the Chairman,
are considered to be independent non-executive directors. These
directors are John Gildersleeve, John Allwood, Baroness Morgan
of Huyton and Gerry Murphy. Therefore more than half of the directors
excluding the Chairman are considered to be independent. Although
John Gildersleeve was a non-executive director of Old Carphone
Warehouse for more than nine years, the Board does not believe
this affects his independence given that he satisfies all of the other
tests of independence set out in the Corporate Governance Code
and that Carphone is a company completely separate from
OldCarphone.
Executive directors and the Chairman have service contracts
thatcan be terminated by either the Company or the director
on12months’ notice.
The non-executive directors 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 and notice
period are set out in the Remuneration Report on pages 49 to 51.
Each of the directors will stand for re-appointment at the Company’s
annual general meeting.
RESPONSIBILITIES
The overriding responsibility of the Board is to provide
clear, entrepreneurial and responsible leadership to the
Group within a framework of efficient and effective controls
so as toallow the key issues and risks facing the
business to beassessed and managed.
Specifically the Board:
+determines the overall strategic direction
fortheGroup;
+manages the Group’s investments, including
reviewing theirperformance;
+reviews and challenges management performance;
+ensures that the necessary operational, financial
andhumanresources are in place to enable the
Group tomeetitsobjectives;
+develops an understanding of the views of major
shareholdersabout the Group; and
+communicates with shareholders in conjunction with
itsdedicated internal investor relations department.
COMPOSITION OF THE BOARD
SIR CHARLES DUNSTONE (CHAIRMAN)
ROGER TAYLOR (DEPUTY CHAIRMAN)
ANDREW HARRISON (CHIEF EXECUTIVE OFFICER)
NIGEL LANGSTAFF (CHIEF FINANCIAL OFFICER)
INDEPENDENT NON‑EXECUTIVE DIRECTORS
JOHN GILDERSLEEVE
JOHN ALLWOOD
BARONESS MORGAN OF HUYTON
GERRY MURPHY (FROM 2 APRIL 2014)
Carphone Warehouse Group plc
Annual Report 2014
34
CORPORATE GOVERNANCE