Carphone Warehouse 2016 Annual Report Download - page 45

Dixons Carphone plc Annual Report and Accounts 2015/16
Corporate Governance
43
Succession planning
Last year succession planning was identified as an area where
greater focus was required. This was addressed by the
refreshing of the Board and appointment of two new members,
and planning continues for the future. In seeking an optimal
balance of skills, experience, independence and knowledge
required at Board level, the directors endeavour to satisfy
themselves that adequate plans are in place to ensure an
orderly succession of appointments to the Board and senior
management. The Board reviewed in detail succession plans
for senior management at the meeting in January 2016.
Performance evaluation
The Code recommends that the performance of the Board be
reviewed externally every three years. Last year the Company
Secretary facilitated an internal evaluation of Board
performance and that of the Audit, Nominations and
Remuneration committees. NJMD Corporate Services Limited
(‘NJMD’) was engaged to carry out the external review exercise
which commenced in October 2015. NJMD has no other
connection with the Company.
The review examined the level of skills, knowledge and
experience of the Board which involved all directors
responding to self-evaluation questionnaires. NJMD prepared
a discussion guide which formed the basis for open,
confidential and unattributable conversations with each of the
directors. The results of both the self-evaluation questionnaires
and discussions were collated into a comprehensive report.
NJMD submitted the draft report to the Chairman and the
Company Secretary which was then presented to the Board
for consideration at its May 2016 meeting.
The report addressed all matters relating to the performance of
the Board which included, but were not limited to, the roles of
the executive and non-executive directors, the Board, Board
committees, the Chairman, preparation for and performance at
meetings, the effectiveness of each director, leadership, culture
and corporate governance.
Tony DeNunzio led the Non-Executive Directors, in the
absence of the Chairman, in their annual appraisal of the
Chairman’s performance. He then discussed the results of that
review with the Chairman. The Board is again of the opinion
that the Chairman had no other significant commitments
during the year that adversely affected his performance in his
role, his effectiveness in leading the Board was not impaired
and that he cultivated an atmosphere for positive, challenging
and constructive debate.
Following the results of the evaluation, the Board confirms that
all directors continue to be effective and demonstrate a
commitment to the role, including having time to attend all
necessary meetings and to carry out other appropriate duties.
The conclusion of the report was that no major areas for action
were identified. The main points were, that whilst there was:
•evidence of a high degree of director satisfaction with the
effectiveness of the Board and with the Chairman; and
•a suitable mix of skills, including FTSE 100 directorial
experience, along with financial, retail, operational
management and marketing skills,
the Board could modify some of its practices to increase their
effectiveness.
Recommendations included actively refreshing the Board’s
governance, compliance and company knowledge through
more frequent training sessions from external advisors and
in-house briefings from senior management. The Board has set
aside time on the current Board agenda as appropriate for
these training and briefing sessions to occur. It was further
recommended that the Board more regularly reviews the
longer-term optimal balance of the Board, including placing
even more emphasis on diversity, especially regarding age
and ethnicity.
Capital and constitutional disclosures
Information on the Company’s share capital and constitution
required to be included in this Corporate Governance
statement is contained in the Directors’ Report on page 48.
Such information is incorporated into this Corporate
Governance statement by reference and is
deemed to be part of it.
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