Carphone Warehouse 2016 Annual Report Download - page 72

Dixons Carphone plc Annual Report and Accounts 2015/16
Corporate Governance
Annual Remuneration Report
70
•considering and agreeing changes to the Remuneration
Policy or major changes to employee benefit structures; and
•approving and operating employee share-based
incentive schemes and associated performance
conditions and targets.
Activities during the year
The principal activities of the Committee during 2015/16
included:
•reviewed and approved the Directors' Remuneration Report;
•approved share awards to senior management
appointments under the long term incentive plans;
•approved the Sharesave grant;
•assessed the performance of executive directors against
pre-determined targets set for the 2014/15 annual bonus
and approved the payments;
•agreed design of 2015/16 annual bonus including
performance measures and targets;
•reviewed the current Share Plan and considered a new plan
design for 2016/17;
•monitored the developments in the corporate governance
environment and investor expectations, including post AGM
investor feedback; and
•noted remuneration practices across the Group.
Advice
The Committee appointed Aon Hewitt in April 2016 as
independent advisors, having used Towers Watson prior to
this in 2015/16. Aon Hewitt (and previously Towers Watson)
is engaged to provide advice to the Committee and to work
with the directors on matters relating to the Group’s executive
remuneration and its long term incentives. Aon Hewitt and
Towers Watson are members of the Remuneration Consultants
Group and operate under its code of conduct in relation to the
provision of executive remuneration advice in the UK. Aon
Hewitt and Towers Watson have confirmed that they adhered
to the Code during the relevant periods of 2015/16 for all
remuneration services provided to the Group. Towers Watson
received fees of £26,000 (2014/15: £82,000) in relation to the
provision of those services. Towers Watson also provided
actuarial services on behalf of the defined benefit pension
scheme; however, the Committee has satisfied itself that
Towers Watson’s advice was objective and independent.
The Committee may also take external legal advice, where
required, to assist it in carrying out its duties.
External directorships
The policy relating to external directorships is outlined in the
Remuneration Policy for 2015/16; the following external
directorships were undertaken and the fees retained by the
executive directors:
•Andrew Harrison was appointed a non-executive director
of Ocado Group plc on 1 March 2016 and was paid a fee
of £8,000 from appointment to 30 April 2016.
•Sebastian James has been a non-executive director of
Direct Line Insurance Group plc during 2015/16 and was
paid a fee of £85,000 for the period to 30 April 2016.
•Katie Bickerstaffe has been a non-executive director of
Scottish and Southern Energy plc during 2015/16 and was
paid a fee of £70,000 for the period to 30 April 2016.
•Humphrey Singer was appointed a non-executive director
of Taylor Wimpey plc from 9 December 2015 and was paid
a fee of £22,000 from appointment to 30 April 2016.
How the Remuneration Policy will be applied in 2016/17
Executive directors
i) Base Salary
Executive directors’ salaries were last reviewed at the time
of Merger. The following increases will be applied during the
2016/17 financial year:
Salary at
30 April
2016
£’000
Increase in
Salary In
2016/17
£’000
Salary at
1 August
2016
£’000
Current directors
Sebastian James 820 16 836
A
ndrew Harrison 550 11 561
Humphrey Singer 475 10 485
Katie Bickerstaffe 500 10 510
Graham Stapleton 460 9 469
ii) Pension Contributions
Company pension contributions or allowance in lieu will
continue in 2016/17 at their current levels of 10% for Sebastian
James, Humphrey Singer and Katie Bickerstaffe and 5% for
Andrew Harrison and Graham Stapleton.
iii) Annual performance bonus
The maximum annual bonus for 2016/17 will be 125% of base
salary and will operate on a similar basis as in the previous
year. The measures have been selected to reflect our key
objectives and are aligned to our Group balanced scorecard,
with a minimum profit gate that must be achieved before any
bonus is paid out. The proposed target levels for the year have
been set to be challenging relative to the business plan. The
Committee feels that specific targets relating to the 2016/17
bonus scheme are currently commercially sensitive and as
such will not be disclosed. Retrospective disclosure of the
targets and performance against them will be provided in next
year’s Remuneration Report.
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