Carphone Warehouse 2016 Annual Report Download - page 57

Nominations Committee Report
55
Chairman’s overview
The Nominations Committee has an important role in the
Dixons Carphone governance structure, evaluating the skills
required to lead the business effectively and ensuring the right
talent and experience is available. In order to ensure continuity
of purpose and effective leadership, it is important to ensure
succession planning obligations are met.
The Committee regularly reviews its obligations under
governance guidelines; the last review was in March 2016,
which included an appraisal of Board experience and
composition, diversity, time commitments of each director,
director independence and a review of the Committee’s Terms
of Reference.
On 16 December 2015 the leadership of the business was
significantly strengthened by the appointment of Lord
Livingston of Parkhead as Deputy Chairman and Tony
DeNunzio CBE as Senior Independent Director. Lord
Livingston and Tony DeNunzio are both members of the
Nominations and Remuneration committees. Lord Livingston
also assumed the position of Chairman of the Remuneration
Committee; on the same date John Gildersleeve and Roger
Taylor resigned as directors of the Company.
More information about the Nominations Committee and its
position in the Company’s governance framework is shown on
the right.
Sir Charles Dunstone
Chairman of the Nominations Committee
28 June 2016
The Company Secretary acts as Secretary to the Committee.
The Committee’s deliberations are reported by its Chairman at
the following Board meeting and the minutes of each meeting
are circulated to all members of the Board following approval.
Responsibilities
The principal duties of the Nominations Committee are to:
•review the structure, size and composition of the Board, and
recommend changes as necessary;
•identify, evaluate and nominate candidates to fill vacancies
on the Board;
•review the leadership requirements with a view to ensuring
the continued ability of the organisation to compete
effectively and be responsible for succession planning;
•carry out a formal selection process of candidates;
•evaluate the skills, knowledge and experience of the Board
including reviewing the results of any Board performance
evaluation;
Meetings
•The Nominations Committee meets as and when required
and at least twice a year.
•The Nominations Committee met three times during the
period under review.
Committee membership and attendance
The members of the Nominations Committee are shown in
the table below along with their attendance at scheduled
meetings for the period under review. Biographical details
on each member can be found on pages 36 to 37.
Current members
Scheduled
Meetings
Sir Charles Dunstone (Chairman) 3 of 3
Lord Livingston of Parkhead
(1)
1 of 1
Tony DeNunzio CBE
(1)
1 of 1
A
ndrea Gisle Joosen
(2)
2 of 3
Former member
John Gildersleeve
(3)
2 of 2
(1) Lord Livingston and Tony DeNunzio attended the one meeting
held following their appointment on 16 December 2015.
(2) Andrea Gisle Joosen did not attend one meeting due to a
scheduling conflict.
(3) John Gildersleeve attended both meetings prior to his
resignation on 16 December 2015.
The majority of the members are independent NEDs as
required by the UK Corporate Governance Code (the
‘Code’). Other members of the Board or senior
management may be invited to attend meetings at the
request of the Chairman.
00_DC 2016 Annual Report.pdf 55 11/07/2016 18:34
Corporate Governance
Dixons Carphone plc Annual Report and Accounts 2015/16