Carphone Warehouse 2016 Annual Report Download - page 71

Download and view the complete annual report

Please find page 71 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
Remuneration Report – Annual Remuneration Report
69
Introduction
This part of the report has been prepared in accordance with
Part 3 of Schedule 8 to the Large and Medium-Sized
Companies and Groups (Accounts and Reports) Regulations
2008 (as amended), and contain those elements required by
section 9.8.6R and stipulated in 9.8.8 of the Listing Rules. This
Annual Remuneration Report will be put to an advisory vote at
the Company’s 2016 AGM.
The following sections set out how the Remuneration Policy
was implemented during 2015/16 and how it will be
implemented for the following year.
Service agreements
Service contracts
The following table summarises key terms of the service
contracts in place with the executive directors:
Date of contract
Sebastian James 29 Mar 12
A
ndrew Harrison 29 Oct 13
Humphrey Singer 2 Sep 11
Katie Bickerstaffe 29 Mar 12
Graham Stapleton 5 Oct 11
With the exception of Andrew Harrison, all the above executive
directors were appointed to the Board on 6 August 2014.
More details are set out in the single figure of directors’
remuneration tables on pages 74 to 75.
Letter of appointment
Non-executive directors are normally appointed for three year
terms, although appointments may vary depending on length
of service and succession planning considerations.
Appointments are reviewed annually by the Nominations
Committee and recommendations made to the Board
accordingly. The date of the letters of appointment and expiry
of current terms are shown below:
Letters of
appointment
Expiry of
current term
Sir Charles Dunstone 17 Jun 14 16 Jun 17
Tony DeNunzio 16 Dec 15 16 Dec 18
A
ndrea Gisle Joosen 17 Jun 14 16 Jun 17
Tim How 17 Jun 14 16 Jun 17
Jock Lennox 17 Jun 14 16 Jun 17
Lord Livingston of Parkhead 16 Dec 15 16 Dec 18
Baroness Morgan of Huyton 17 Jun 14 16 Jun 17
Gerry Murphy 17 Jun 14 16 Jun 17
Tony DeNunzio and Lord Livingston were appointed to the
Board on 16 December 2015 and on the same date both John
Gildersleeve and Roger Taylor stepped down from the Board.
More details are set out in the single figure of directors’
remuneration tables on pages 74 to 75.
Remuneration Committee membership and attendance
Only members of the Committee are entitled to attend
Committee meetings but the Group Chief Executive and
Group Finance Director (or other senior management) may
attend meetings by invitation and in an advisory capacity
only. Meetings are also regularly attended by the Company
Secretary (who acts as Committee secretary), Deputy
Company Secretary, Group Human Resources Director and
Group Reward Director.
No director participates in discussions about their own
remuneration.
Responsibilities
Responsibility for the establishment of an overall remuneration
policy for the Group lies with the Board. The Remuneration
Committee has the following principal duties:
•making recommendations to the Board on the Company’s
framework of executive remuneration;
•determining the fees of the Chairman and Deputy Chairman;
•considering and making recommendations to the Board on
the remuneration of the executive directors and senior
management relative to performance and market data;
•approving contracts of employment which exceed defined
thresholds of total remuneration or have unusual terms or
termination periods;
Members
Membership of the Committee comprises four
non-executive directors, their names and attendance
record are set out in the table below and their biographies
and qualifications are set out on pages 36 to 37. The
Committee’s Terms of Reference are available on the
Company’s corporate website.
Meetings
The Remuneration Committee met four scheduled times
during the period under review with one further
unscheduled meeting. Since the year end there have been a
further two meetings.
Scheduled
meetings
Members during the year
Lord Livingston of Parkhead (Chairman)(1) 1 of 1
Tony DeNunzio(1) 1 of 1
A
ndrea Gisle Joosen 5 of 5
Tim How 5 of 5
Former members
John Gildersleeve(2) 4 of 4
Roger Taylor(2) 4 of 4
(1) Appointed to the Committee 16 December 2015.
(2) Resigned 16 December 2015.