Carphone Warehouse 2014 Annual Report Download - page 39

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REMUNERATION COMMITTEE
RESPONSIBILITIES
Responsibility for the establishment of overall remuneration policy
for the Group lies with the Board. The Remuneration Committee
hasthe following principal duties:
+making recommendations to the Board on the Company’s
framework of executive remuneration;
+considering and making recommendations to the Board on the
remuneration of the executive directors and senior management
relative to performance and market data;
+approving contracts of employment which exceed defined
thresholds of total remuneration or have unusual terms
ortermination periods;
+considering and agreeing changes to remuneration policy
ormajor changes to employee benefit structures; and
+approving employee share-based incentive schemes
andassociated performance conditions and targets.
The terms of reference of the Remuneration Committee are
available on the Group’s website (www.cpwplc.com) or on request
from the Company Secretary.
OTHER GOVERNANCE MATTERS
+None of the members of the Remuneration Committee has any
personal financial interest (other than as shareholders) in the
matters to be decided by the Remuneration Committee nor
potential conflicts of interest arising from cross-directorships.
+No director or any person advising the Remuneration Committee
plays a part in any discussion about his or her own remuneration.
+All members are non-executive directors who have no day-to-day
involvement in running the Group’s business.
MEMBERS
+John Gildersleeve (chair)
+John Allwood
+Baroness Morgan of Huyton
+Gerry Murphy (from  April )
MEETINGS
The Remuneration Committee met three
times during the year.
Meetings
John Gildersleeve
John Allwood
Baroness Morgan of Huyton
Attended Did not attend
A detailed description of the Remuneration Committee’s work
during the period is contained in the Remuneration report
onpages 43 to 53.
Carphone Warehouse Group plc
Annual Report 2014 37
CORPORATE GOVERNANCE