Carphone Warehouse 2016 Annual Report Download - page 58

Dixons Carphone plc Annual Report and Accounts 2015/16
Corporate Governance
Nominations Committee Report
56
•consider other commitments of directors relative to the time
required for them to fulfil their duties; and
•make recommendations to the Board regarding the
continuation in office of a director upon the expiry of any
specified terms of appointment.
The Committee’s Terms of Reference are reviewed annually.
The last review was in March 2016 and the Terms of Reference
were subsequently approved by the Board. The Committee’s
Terms of Reference are available on the Group’s corporate
website, www.dixonscarphone.com.
Key matters considered
In addition to the principal duties noted above, the Committee
also considered the appointments of Lord Livingston and Tony
DeNunzio, and the resignations of John Gildersleeve and
Roger Taylor.
The Committee also considers these matters periodically:
•an evaluation of the size, composition and structure of the
Board and its committees;
•the Company’s diversity policy;
•time commitments of the directors;
•the external appointments policy;
•the Committee’s performance and Terms of Reference; and
•a review of the role descriptions of the Chairman, Senior
Independent Director and the Group Chief Executive.
Board evaluation
During 2015/16 the triennial Board evaluation was undertaken
by an independent company, NJMD Corporate Services
Limited. The review included the Board and the Audit,
Nominations and Remuneration committees and examined all
aspects of the Board’s procedures and activities. Further
details of the evaluation process can be found on page 43.
Appointments to the Board
The Committee has a formal, rigorous and transparent
procedure for the appointment of new directors. Appointments
are made to the Board based on objective criteria and with due
regard to the benefits of diversity and the leadership needs of
the Company. External search consultancies are retained when
recruiting non-executive directors.
An independent global search firm, JCA Associates, was
appointed. Candidate profiles were developed indicating the
skills, knowledge and experience required for each role, taking
into account the Board’s existing composition and skill sets.
The Committee, led by the Chairman, undertook a thorough
search and selection process for the most appropriate
candidates. A wide range of high calibre candidates was
considered for the roles of Deputy Chairman and Senior
Independent Director. The Committee and Board confirmed
both Lord Livingston’s and Tony DeNunzio’s independence
upon appointment and were unanimous in their decisions to
appoint them.
Succession planning
The business requires a talented Board with appropriate
experience and expertise. This year, the Board has placed
further emphasis on succession planning with two new
appointments in December 2015. The Board considers no
additional appointment is necessary at this time but is mindful
of Baroness Morgan’s tenure. Board succession and
composition will remain a priority, as the Board is conscious
that it must look further and wider for the leaders of the future.
In securing the long-term prosperity of the business, the Board
must look deeper into the pool of talent that currently exists
within the organisation, identifying new talent and casting the
net wider, with a longer horizon, for potential directors with the
appropriate skill-sets to meet the demands of an ever more
complex business environment.
Diversity
The Board recognises the importance of diversity in achieving
the right mix of skills, knowledge and experience to help the
organisation reach its full potential. The Board acknowledges
the October 2015 Women on Boards Davies Review (‘Review’)
which recommends a voluntary target of 33% to be achieved
by 2020. Currently 23% of the Board, and 17% of the Group
Executive team, are female.
Whilst noting the recommendations of the Review, the Board
does not establish targets on gender balance as it believes that
candidates should be appointed on merit. Our Board supports
the benefits of greater diversity, which is not just gender-
specific but also encompasses age, ethnicity, background and
diversity of thought. The Board is conscious of the need to give
weight to these factors in future appointments. More
information on employee diversity can be found on page 31.
In performing its annual review the Board also looked at other
aspects of diversity relevant to the Group. With a large
proportion of the business in the Nordics, we have a Swedish
Non-Executive Director on the Board to provide knowledge of
these international markets.
Re-election
All directors will present themselves for election or re-election
at the forthcoming Annual General Meeting. Each of the
directors is being unanimously recommended by the other
members of the Board due to their experience, knowledge and
wider management and industry experience, continued
effectiveness and commitment to their role.
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