Carphone Warehouse 2014 Annual Report Download - page 51

REMUNERATION DETAILS
Deloitte LLP has audited the following items in the Remuneration
Report as stipulated in the regulations:
+the single total figure of remuneration;
+the directors’ interests in shares; and
+the disclosure of directors’ interests in the Carphone Warehouse
Share Plan on page 46.
EXTERNAL APPOINTMENTS
The Board supports executive directors taking non-executive
directorships as a part of their continuing development, and has
also agreed that the executive directors may retain their fees from
such appointments. The Board has reviewed all such appointments
and concluded that there are no appointments that require
disclosure pursuant to the Code.
SERVICE CONTRACTS AND LETTERS OF APPOINTMENT
The following table summarises key terms from service contracts
inplace with directors; other terms are as set out in the
Recruitment Table.
Date of
contract/
letter of Notice
appointment period
Sir Charles Dunstone 28 January 2010 12 months
Andrew Harrison 29 October 2013 12 months
Nigel Langstaff 20 June 2014 12 months
Roger Taylor 28 January 2010 6 months
John Allwood 28 January 2010 3 months
John Gildersleeve 28 January 2010 3 months
Baroness Morgan of Huyton 28 January 2010 3 months
Gerry Murphy 13 November 2013 3 months
Andrew Harrison was appointed to the Board in August 2013 under
anew service agreement. The notice periods for Andrew Harrison
and Nigel Langstaff have been increased from six months to 12 months
reflecting standard market practice. Gerry Murphy was appointed
tothe Board on 2 April 2014. There were no other changes to these
service contracts during the financial year.
Each of the non-executive directors has a letter of appointment
substantially in the form suggested by the Code. The Company
hasno age limit for directors.
Any changes to service contracts and appointment letters, including
fees, following the Merger will be set out in next year's annual report.
POLICY ON LOSS OF OFFICE
Notice provisions in service contracts will be on terms similar
tothose for the existing executive directors and shall be up to
12months on either side.
The Company shall have a right to make a payment in lieu of notice
in respect of basic salary, private medical contributions and pension
contributions only for the director’s contractual period of notice or,
iftermination is part way through the notice period, the amount
relating to any unexpired notice to the date of termination. There is
an obligation on directors to mitigate any loss which they may suffer
if the Company terminates their service contract. The Committee
will take such mitigation obligation into account when determining
the amount and timing of any compensation payable to any
departing director.
A director shall also be entitled to a payment in respect of accrued
but untaken holiday and any statutory entitlements on termination.
No compensation is paid for summary dismissal, save for any
statutory entitlements.
A director shall be entitled to receive a redundancy payment in
circumstances where in the judgement of the Committee they satisfy
the statutory tests governing redundancy payments. Any redundancy
payment shall be calculated by reference to the redundancy payments
policy in force for all employees in the UK at the time ofthe redundancy.
If a director’s employment terminates prior to the relevant annual bonus
payment date, ordinarily no bonus is payable for that financial year.
The Remuneration Committee shall retain discretion to make
aprorated bonus payment and/or payment of a retention bonus
incircumstances where it would be appropriate to do so having
regard to the contribution of the director during the financial year,
thecircumstances of the departure and the best interests
oftheCompany.
Any entitlements under long-term incentive schemes operated by
the Company shall be determined based on the rules of the relevant
scheme. The default position under the Carphone Warehouse Share
Plan is that awards will lapse on the termination of employment
unless the Committee exercises the discretion set out in the scheme
rules. The Committee retains the discretion to prevent awards from
lapsing depending on the circumstances of the departure and the best
interests of the Company.
The Committee shall be entitled to exercise its judgement with regard
to settlement of potential claims, including but not limited to wrongful
dismissal, unfair dismissal, breach of contract and discrimination,
where it is appropriate to do so in the interests of the Company
andits shareholders.
In the event that any payment is made in relation to termination
foran executive director, this will be fully disclosed in the following
remuneration report.
A timely announcement with respect to the termination of any
director’s appointment will be made to the regulatory news services
and posted on the Company’s website.
Carphone Warehouse Group plc
Annual Report 2014 49
CORPORATE GOVERNANCE