Carphone Warehouse 2016 Annual Report Download - page 65

Download and view the complete annual report

Please find page 65 of the 2016 Carphone Warehouse annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 160

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160

Dixons Carphone plc Annual Report and Accounts 2015/16
Corporate Governance
63
Non-executive directors and Chairman / Deputy Chairman fees
•Purpose and link to strategy To provide a competitive fee for the performance of non-executive directo
r
duties,
sufficient to attract high calibre individuals to the role.
•Operation The fees are set to align with the duties undertaken, taking into account market rates,
and are normally reviewed on an annual basis. Factors taken into consideration include
the expected time commitment and specific experience.
A
dditional fees are payable for acting as the Senior Independent Director or for acting
as Chair of any Board committee, and for membership of a Board Committee.
Non-executive directors do not participate in the annual performance bonus or the long
term incentive plans or pension arrangements.
A
ny reasonable business-related expenses (including the tax thereon) can be
reimbursed if determined to be a taxable benefit.
For material, unexpected increases in time commitments, the Board may pay extra fees
on a pro-rated basis to reflect additional workload.
•Maximum opportunity
A
ggregate annual limit of £2,000,000 imposed by the Articles of Association for
directors’ fees (not including fees in relation to any executive office or Chairman, Deputy
Chairman, Senior Independent Director or Committee Chair fees).
•Performance assessment
/
targets Not applicable.
Notes:
(1) The following material changes have been made to the Remuneration Policy in order to align the pay of executive directors following a
review of long term incentives:
• no further awards to be made under the Share Plan, described in more detail on page 78;
• introduce a new Long Term Incentive Plan with maximum award levels of 275% of salary in normal circumstances and 375% in exceptional
circumstances, an additional two-year holding period and the inclusion of dividend equivalents on vested long term incentive awards;
• removal of the ability to pay a retention bonus to executive directors under the loss of office provisions; and
• capping of any long term incentive plan award on recruitment to 375% of base salary, in line with exceptional awards under the new Long
Term Incentive Plan.
(2) The Committee intends to honour all commitments previously provided to executive directors and current employees, including the terms
and conditions of outstanding long term incentives such as those previously approved by shareholders under the Dixons Carphone Share
Plan or Share Option Plan. Details of these awards for executive directors are set out on page 78.
(3) Market-priced options will not be granted to executive directors.