Carphone Warehouse 2016 Annual Report Download - page 40

Corporate Governance Report
38
Chairman’s introduction
I have great pleasure in presenting my introduction to the
Corporate Governance section of the Annual Report and
Accounts 2015/16. We are now well into the amalgamation
of our businesses and are fully aware of our responsibility in
ensuring our corporate governance practices and procedures
are ‘fit for purpose’ under the new structure. I set out below
how the Company has embraced good corporate governance
practice and how we will use this to form a stable foundation
for the building of shareholder value.
Corporate governance
Good corporate governance is at the heart of any well-run
business. We have reviewed and updated our Group policies
and procedures to comply with best practice. Our Board
policies, such as diversity, time commitment, the role
descriptions of the Chairman, Group Chief Executive and
Senior Independent Director, external appointments and
external advice are reviewed and refreshed annually. The
Board has reviewed and adopted our practices against the
2014 UK Corporate Governance Code (the ‘Code’), bringing
the business’s policies and practices into alignment.
Changes to the Board
On 16 December 2015 Lord Livingston of Parkhead joined the
Board as Deputy Chairman and Tony DeNunzio CBE as Senior
Independent Director. Roger Taylor and John Gildersleeve
stepped down at the same time, and the Board would like to
take this opportunity to thank them warmly for their advice and
service to the Board and the business as a whole. Lord
Livingston and Tony DeNunzio possess considerable
experience gained throughout their business careers and will
undoubtedly make valuable contributions.
Role and composition of the Board
The members of the Board are as set out on pages 36 to 37
of this Report.
The Nominations Committee reviews each year the
composition of the Board, including the independence and
commitment to the Company shown by the non-executive
directors during the year. That review also includes gender,
professional and international diversity. The Board has three
female directors, one of whom is not based in the UK and who
provides strong support on matters relating to the European
business environment.
After this year’s review it was again concluded that the Board
possessed the necessary skills and experience to discharge its
duties fully and to challenge management effectively.
As part of the annual reviews, the non-executive directors were
asked to confirm that they continue to have enough time to
dedicate to Company business and all have formally done so.
As a unitary Board the directors acknowledge their joint
responsibility for the business’s success. We have clearly
differentiated the roles between executive management
running the business and our non-executives, who provide the
appropriate level of scrutiny and oversight. In this way, the
directors work together to challenge as well as support each
other, with the aim being effective decision-making, leadership
and accountability for all aspects of the business.
Induction
The directors have continued to widen their knowledge of the
business as a whole through formal presentations, visits to
stores and facilities, and informal discussions. Lord Livingston
and Tony DeNunzio participated in tailored induction
programmes upon joining the Board, including meetings with
key company executives.
Board evaluation
In 2016 the triennial external Board evaluation was carried out
on behalf of the Company by NJMD Corporate Services
Limited, an independent consultancy, which has no connection
to Dixons Carphone. The evaluation involved an in-depth
review of the Board’s activities, the directors’ interaction and
their effectiveness in carrying out their roles. Further
information can be found on pages 43 and 56.
Committee structure
The main committees of the Board are the Audit, Nominations
and Remuneration committees. Each has a dedicated section
in this Report. Beneath Board level there are further
management level committees which report back to the
Board as necessary.
Conclusion
We possess a strong, balanced and diverse Board supported
by sound policies and procedures. This provides us with a
good platform to grasp the opportunities that the future will
bring. My fellow directors and I look forward to meeting you at
this year’s Annual General Meeting in September.
Sir Charles Dunstone
Chairman
28 June 2016
The Board and Committees Structure
Dixons Carphone Board
Audit Committee
1
Nominations Committee
2
Remuneration Committee
3
1
A
udit Committee pa
g
es 50 to 54
2 Nominations Committee pages 55 to 56
3 Remuneration Committee pages 57 to 81
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Dixons Carphone plc Annual Report and Accounts 2015/16
Corporate Governance