Carphone Warehouse 2016 Annual Report Download - page 80

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Dixons Carphone plc Annual Report and Accounts 2015/16
Corporate Governance
Annual Remuneration Report
78
Directors’ interests in the Share Plan
The executive directors previously participated in the Dixons Carphone (formerly Carphone Warehouse Group plc) Share Plan
approved by Carphone Warehouse shareholders. Participants acquired at market value participation shares in a subsidiary
company that holds the Company’s interests in the Group’s main operating businesses. The Group granted loans to participants
at a commercial rate of interest to acquire the shares. Loans are ordinarily repayable in full if performance conditions are met.
The performance of the plan will ordinarily be measured at the end of the performance period (in or around July 2017 for the
current participants), when 60% of the shares vest, with 40% deferred for a further year. When the awards vest, the value of the
shares held by participants will be based on the incremental value (if any) of Dixons Carphone plc in excess of the opening
valuation together with the minimum return on invested capital. These shares will then be purchased by the Company for cash
and / or the Company’s ordinary shares.
The total pool for distribution to participants is subject to a cap of 4% of the total issued share capital of the Company on the
measurement date. Under the Share Plan there are now two pools, one for the original grant in December 2013 and one for the
second grant in October 2014, each being subject to a cap of 2% of the total issued share capital of the Company.
The Share Plan is designed to share 10% of the incremental value created in Dixons Carphone in excess of an opening valuation
(assessed over an appropriate period) and beyond an annual rate of return of 7% on invested capital. The plan is also
underpinned by a minimum annual compound TSR growth of 5% and outperformance of the median TSR of the FTSE 250.
The table below shows the allocation to the executive directors of participation shares in the subsidiary, New CPW Limited, in
relation to the Share Plan, together with details of the loans issued to enable the directors to subscribe for the participation shares.
A Ordinary
shares in
subsidiary
allocated
as at
2 May
2015(1)
Number
B Ordinary
shares in
subsidiary
allocated
as at
2 May
2015(2)
Number
A Ordinary
shares in
subsidiary
allocated
as at
30 April
2016(1)
Number
B Ordinary
shares in
subsidiary
allocated
as at
30 April
2016(2
)
Number
Allocation
of A pool
as at
2 May
2015(1)
%
Allocation
of B pool
as at
2 May
2015(2)
%
Allocation
of A pool
as at
30 April
2016(1)
%
Allocation
of B pool
as at
30 April
2016(2)
%
Loan
outstanding
as at
2 May
2015
£’000
Loan
outstanding
as at
30 April
2016
£’000
Current directors
Sebastian James — 1,100 — 1,100 — 11% — 11% 2,239 2,306
A
ndrew Harrison 700 200 700 200 7% 2% 7% 2% 810 834
Humphrey Singer — 700 — 700 — 7% — 7% 1,425 1,467
Katie Bickerstaffe — 700 — 700 — 7% — 7% 1,425 1,467
Graham Stapleton 600 100 600 100 6% 1% 6% 1% 549 565
(1) Allocation relates to the pre-Merger pool in respect of A ordinary shares. Face value is not included as due to the structure of the Share Plan
it is not considered a representative figure.
(2) Allocation relates to the post-Merger pool in respect of B ordinary shares. Face value is not included as due to the structure of the Share
Plan it is not considered a representative figure.
00_DC 2016 Annual Report.pdf 78 11/07/2016 18:34