Carphone Warehouse 2002 Annual Report Download - page 19

Introduction
The Board recognises the importance of high standards of corporate governance. This report and the Remuneration report set out on pages 19
to 21 explain how the Company complies with the key corporate guidance set out in the Combined Code appended to the Listing Rules.
Compliance with the Combined Code
The Company has been in compliance with the requirements of the Combined Code and the Turnbull report throughout the period except in that
Charles Dunstone has been Chairman, Chief Executive Officer and largest shareholder. This position changed on 1 May 2002 when Hans Roger
Snook was appointed Chairman of the Company, and there is now a clear division of responsibilites for running the Board and the Group’s
business.
Board
The Company has a well-balanced Board. There are five Executive Directors and five Non-Executive Directors. Directors' names and brief
biographies are set out on pages 14 and 15. Changes to the Board in the period are set out on page 22.
Hans Roger Snook is the Chairman, Charles Dunstone is Chief Executive Officer and Sir Brian Pitman is the Senior Independent Director.
The Board considers that, other than Hans Roger Snook, each of the Non-Executive Directors is independent of management and free from
any business or other relationship which could materially interfere with the exercise of their independent judgement.
The Board meets at least ten times a year, receiving key briefing papers before each meeting. The Board is responsible to the shareholders
for the proper management of the Company and its subsidiaries. It sets out and monitors the Group’s strategy, reviews its trading performance,
examines major capital expenditure, formulates policy on key issues, ensures adequate funding and reports to shareholders where
appropriate.
The Board has underlined its commitment to internal control in the Group by setting clear operating guidelines for all of its businesses, and
monitoring key performance indicators and risks on a monthly basis.
Board Committees
The Board has established three principal committees to consider various aspects of the Group’s operations in more detail than would be the
case within full Board meetings. Details of the members of each committee are given on page 15.
I Audit Committee
The Audit Committee comprises four Non-Executive Directors and is chaired by Adrian Martin. The Committee meets at least three
times a year together with the Group’s internal audit and risk management team and the Group’s external auditors. Terms of reference
for the Committee include reviewing the annual accounts and interim statements, ensuring compliance with generally accepted
accounting principles and satisfying itself as to the adequacy and effectiveness of the Group’s internal control procedures. It receives
reports from both internal and external auditors on a regular basis.
II Remuneration Committee
The Remuneration Committee comprises three Non-Executive Directors and is chaired by John Gildersleeve. The Committee meets at
least twice a year. Terms of reference include making recommendations to the Board on the Group’s framework of executive
remuneration and determining on behalf of the Board specific remuneration packages for the Executive Directors and senior
management. It also approves contractual terms and incentives including executive share option awards for Executive Directors and
senior management. The Board’s Remuneration report is set out on pages 19 to 21.
III Nomination Committee
The Nomination Committee comprises two Non-Executive Directors and David Ross and is chaired by Des Wilson. It advised on the
appointment of Hans Roger Snook, and advises generally on Board appointments and the composition of the Board.
Relations with shareholders
The Company maintains a regular dialogue with institutional shareholders, primarily in the periods following announcements of results. The
importance of maintaining this dialogue is recognised in order to ensure that the Group’s strategy is understood and that concerns are
addressed in a constructive way.
The Annual General Meeting will be used as a forum to communicate with individual investors and is an opportunity to raise with the
Directors issues concerning the Group’s operations and performance. Investor information including financial results, press releases and
management presentations are available on carphonewarehouse.com
Corporate governance
The Carphone Warehouse Group PLC Annual Report 2002 17