Carphone Warehouse 2016 Annual Report Download - page 60

Dixons Carphone plc Annual Report and Accounts 2015/16
Corporate Governance
Remuneration Report – Remuneration Policy
58
Introduction
The purpose of this Report is to inform shareholders of the
Company’s directors’ remuneration for the period ended
30 April 2016 and the Remuneration Policy for subsequent
years. This Report is divided into two sections:
•the Remuneration Policy; and
•the Annual Remuneration Report.
The current remuneration policy was approved by shareholders
at the annual general meeting on 10 September 2015.
Following several proposed changes to the Policy, a new
authority will be sought from shareholders in a binding vote
at the Annual General Meeting on 8 September 2016 and the
new Policy will be effective from that date. The Annual
Remuneration Report will also be put to an advisory vote
at the Annual General Meeting.
The role of the Remuneration Committee (the ‘Committee’)
is to determine on behalf of the Board a remuneration policy
for executive directors and senior management which
promotes the long-term success of the business through the
attraction and retention of executives who have the ability,
experience and dedication to deliver outstanding returns for
our shareholders.
The Committee has adopted the principles of good governance
relating to directors’ remuneration as enshrined in section D of
the Corporate Governance Code (the ‘Code’) and has complied
with those principles in the year under review.
These reports have been prepared by the Committee on behalf
of the Board in accordance with the Companies Act 2006,
Schedule 8 to the Large and Medium-sized Companies and
Groups (Accounts and Reports) Regulations 2008 (as
amended) and the Listing Rules of the Financial Conduct
Authority. The Remuneration Policy (which is not subject to
audit) details the role of the Committee, the principles of
remuneration and other matters. The Annual Remuneration
Report (elements of which are audited) details the directors’
and former directors’ fixed and variable pay, share awards,
share options and pension arrangements.
Remuneration Policy –
unaudited information
Remuneration Committee objectives
The Board has delegated to the Committee responsibility for
determining policy in relation to the remuneration packages
for executive directors and other senior management. This
delegation includes their terms and conditions of employment
in addition to the operation of the Group’s share-based
employee incentive schemes. The Committee has clearly
defined Terms of Reference which are available on the
Company’s corporate website.
Remuneration strategy
Put simply, our aim is to generate superior returns for our
shareholders and the key to achieving this is our people.
Our remuneration strategy is therefore designed to motivate
high-performing people to deliver our business strategy.
The objectives of our remuneration strategy are to:
•attract, motivate and retain high quality talent;
•be transparent and align the interests of senior management
and executive directors with those of shareholders, by
encouraging management to have a significant personal
stake in the long-term success of the business;
•weight remuneration to variable pay that incentivises
outperformance particularly over the long term whilst
discouraging inappropriate risk-taking;
•ensure that superior rewards are only paid for exceptional
performance against challenging targets;
•apply policies consistently across the Group to promote
alignment and teamwork;
•recognise the importance of delivering across a balanced set
of metrics to ensure the right behaviours are adopted and
the long-term health of the business is protected; and
•avoid rewarding failure.
In developing its policy the Committee has regard to:
•the performance, roles and responsibilities of each executive
director or member of senior management;
•arrangements which apply below senior management levels,
including average base salary increases across the
workforce;
•information and surveys from internal and independent
sources;
•the economic environment and financial performance of the
Company; and
•good corporate governance practice.
Guidelines on responsible investment disclosure
In line with the Investment Association Guidelines on
responsible investment disclosure, the Committee is satisfied
that the incentive structure and targets for executive directors
do not raise any environmental, social or governance risks by
inadvertently motivating irresponsible or reckless behaviour.
The Committee considers that no element of the remuneration
package will encourage inappropriate risk-taking by any
member of senior management.
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