Carphone Warehouse 2016 Annual Report Download - page 70

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Dixons Carphone plc Annual Report and Accounts 2015/16
Corporate Governance
Remuneration Policy
68
Letters of appointment
Each of the non-executive directors has a letter of
appointment. The Company has no age limit for directors.
Non-executive directors derive no other benefit from their
office, except that the Committee retains the discretion to
continue with existing remuneration provisions, including
pension contributions and the provision of benefits, where
an executive director becomes a non-executive director. It is
Company policy not to grant share options or share awards
to non-executive directors. The Chairman, Deputy Chairman
and the other non-executive directors have a notice period
of three months from either party.
Appointments are reviewed annually by the Nominations
Committee and recommendations made to the Board
accordingly.
External appointments
The Board supports executive directors taking non-executive
directorships as a part of their continuing development, and
has agreed that the executive directors may retain their fees
from one such appointment. Further details on current external
directorships and fees can be found in the Annual
Remuneration Report on page 70.
Availability for inspection
The service agreements for the executive directors and letters
of appointments for the non-executive directors are available
for inspection at the registered office of the Company, and at
the offices of the Company’s solicitors, Freshfields Bruckhaus
Deringer LLP, 65 Fleet Street, London EC4Y 1HT, during usual
business hours on weekdays (excluding public holidays in
England and Wales) until the date of the AGM. They will also
be available for inspection at the AGM from 10:45am on the
day of the meeting until the conclusion of the meeting.
Legacy arrangements
For the avoidance of doubt, in approving the Remuneration
Policy, authority is given to the Company to honour any
commitments previously entered into with the current
or former directors.
Dilution Limits
All the Company’s equity-based incentive plans incorporate
the current Investment Association Share Capital Management
Guidelines (‘Guidelines’) on headroom which provide that
overall dilution under all plans should not exceed 10% over a
ten-year period in relation to the Company’s issued share
capital (or reissue of treasury shares). In addition, if approved
by shareholders, the Long Term Incentive Plan will operate
with a 5% in ten-year dilution limit (excluding historic
discretionary awards). The Company regularly monitors the
position and prior to making any award the Company ensures
that it will remain within these limits. Any awards which will be
satisfied by market purchase shares are excluded from such
calculations. As at 30 April 2016, the Company’s headroom
position, which remains within the current Guidelines,
was 4.9%.