Carphone Warehouse 2016 Annual Report Download - page 41

Dixons Carphone plc Annual Report and Accounts 2015/16
Corporate Governance
39
Corporate Governance statement
The Board confirms that throughout the year ended 30 April
2016 and as at the date of this Annual Report and Accounts,
the Company has, except to the extent stated below, been in
compliance with the Code.
The Company did not have a Senior Independent Director
(‘SID’) after the resignation of John Allan on 17 February 2015.
The Board undertook a thorough selection and search process
for the most appropriate candidate and the Company was fully
compliant following Tony DeNunzio’s appointment as the SID
from 16 December 2015.
This Report, together with the Directors’ Report and the
reports from the Audit, Nominations and Remuneration
committees together provide details of how the Company has
applied the principles and complied with the provisions of the
Code during the year. The Code can be obtained from the
Financial Reporting Council’s website, www.frc.org.uk.
Board 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.
Composition of the Board
As at 30 April 2016 and as at the date of approval of this
Annual Report and Accounts, the Board comprises 13
members: the Chairman, five executive directors and seven
non-executive directors, each of whom is determined by the
Board to be independent in character and judgement and who
provide effective challenge to the Board and the business.
These directors are Tony DeNunzio, Andrea Gisle Joosen,
Tim How, Jock Lennox, Lord Livingston of Parkhead,
Baroness Morgan of Huyton and Gerry Murphy. More than
half the directors, excluding the Chairman, are therefore
considered to be independent in accordance with the Code.
The Board recognises that since 2005 Baroness Morgan has
been a non-executive director of Carphone Warehouse.
Accordingly her independent status was subjected to further
and specific scrutiny. The Board does not believe her length of
tenure affects her independence, having evidenced her
commitment and independent stance throughout her dealings
with the business and her fellow directors.
At last year’s annual general meeting Gerry Murphy was
re-elected as director with less than 90% of the votes cast,
due, principally, to a perceived lack of independence. The
Board, whilst taking into account shareholders’ concerns,
considers that no ‘material business relationship’ existed
between Gerry Murphy and the Company from the date of his
ceasing to be an audit partner to Carphone Warehouse in 2011
and accordingly, the Board continues to consider him to be
independent.
In accordance with the Code, each director will stand for
election or re-election at the Company’s Annual General
Meeting. Biographical information is shown on pages 36 to 37.
The division of responsibility between the Chairman and the
Group Chief Executive is formally defined, set out in writing
and is reviewed by the Board on an annual basis, as it was in
March 2016. The Chairman is responsible for the overall
operation, leadership and governance of the Board. The Group
Chief Executive is responsible for the executive management
of the Group’s business and for implementing the Group’s
strategic and commercial objectives.
The role of the SID is to support the Chairman and be available
to any shareholders who feel they are unable to raise issues
with the Chairman directly. With the addition of Tony DeNunzio
as SID, the Board has a strong complement of independent
non-executive directors available for shareholders to contact
with any questions they may have. Under the clearly-defined
role of the SID, set out in writing and reviewed annually by the
Board, the SID also discusses, with the Chairman, the results
of the latter’s performance review.
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