Carphone Warehouse 2016 Annual Report Download - page 49

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Dixons Carphone plc Annual Report and Accounts 2015/16
Corporate Governance
Directors’ Report
47
Corporate Governance statement
As required by Rule 7.2.1 of the UK Listing Authority’s
Disclosure and Transparency Rules (‘DTR’s) the Corporate
Governance statement is set out on page 39 of this Annual
Report and Accounts. All information detailed in the
Corporate Governance statement is incorporated by
reference into this Directors’ Report and is deemed to form
part of this Directors’ Report.
Disclosure and Transparency Rules
For the purposes of DTR 4.1.5R(2) and DTR 4.1.8, this
Directors’ Report and the Strategic Report on pages 2 to 35
comprise the management report.
Employee involvement
The Group places significant emphasis on its employees’
involvement at all levels of the organisation. Employees are
kept informed of issues affecting the Group through formal
and informal meetings and through the Group’s internal
publications. The management team regularly communicates
matters of current interest and concern with employees.
Further information on employee engagement is included
in the Corporate Responsibility report on pages 30 to 35.
Details of the employees’ involvement in the Group’s share
plans are contained in the Remuneration Report.
Employment of disabled people
The business is committed to providing equal opportunities in
recruitment, training and development, and promotion. We
encourage applications from individuals with disabilities who
can do the job effectively and candidates will be considered
for each role they apply for. All efforts are made to retain
disabled colleagues in our employment including making any
reasonable readjustments to their roles. Every endeavour is
made to find suitable alternative employment and to retrain
any employee who becomes disabled while serving the Group.
Information on greenhouse
gas emissions
The information on greenhouse gas emissions that the
Company is required to disclose is set out in the Corporate
Responsibility report on page 34. This information is
incorporated into this Directors’ Report by reference and
is deemed to form part of this report.
Donations
No political donations were made during the period by
the Group.
Directors
Lord Livingston of Parkhead and Tony DeNunzio CBE were
appointed directors on 16 December 2015. On the same
date, John Gildersleeve and Roger Taylor both resigned
as directors.
The names, biographies and dates of appointment of the
current Board of directors are provided on pages 36 to 37.
With regard to the appointment and replacement of directors,
the Company is governed by its Articles of Association
(‘Articles’), the UK Corporate Governance Code (the ‘Code’),
the Companies Act 2006 (the ‘Act’) and related legislation.
The Articles themselves may be amended by special
resolution of the shareholders. The Board has the power to
appoint new directors to fill a vacancy as long as the total
number of directors shall not exceed the maximum of 15 as
set out in the Articles. Any director appointed by the Board
will be appointed until the next annual general meeting where
they shall stand for election by shareholders.
In line with best practice and the Code, the Company has
determined that all directors will retire and offer themselves
for election or re-election at the 2016 Annual General
Meeting. The Remuneration Report provides details of
applicable service agreements for executive directors and
terms of appointment for non-executive directors. All the
directors proposed by the Board for either election or
re-election are being unanimously recommended for their
skills, experience and contribution they can bring to the
Board. This recommendation follows an independent
performance evaluation of the Board as a whole and the
contribution of individual directors.
During the year, no director had any material interest in any
contract of significance to the Group’s business. Their
interests, including those of any connected persons, in the
shares of the Company are outlined in the Remuneration
Report.
Subject to the Company’s Articles, the Act and any directions
given by the Company by special resolution, the business of
the Company will be managed by the Board which may
exercise all the powers of the Company, whether relating to
the management of the business of the Company or not.
The matters reserved for the Board are detailed in a specific
schedule, which is reviewed annually and details are provided
in the Corporate Governance Report.
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