Carphone Warehouse 2004 Annual Report Download - page 23

Aggregate remuneration*
The total amounts of Directors’ remuneration and other benefits (excluding pension contributions) were as follows:
Basic salary/ Taxable Annual 2004 2003
Fees benefits (ii) bonuses (iii) Total Total
Director £’000 £’000 £’000 £’000 £’000
Executive
C W Dunstone 319 13 300 632 413
D P J Ross (i) 336 4 280 620 418
R W Taylor 218 14 216 448 309
G Roux de Bezieux 203 14 192 409 297
J H Dale 121 10 120 251 151
Non-Executive
Hans Roger Snook 150 – – 150 139
Sir Brian Pitman 33 – – 33 25
J Gildersleeve 33 – – 33 25
A H Martin 42 – – 42 25
D Wilson 8 – – 8 25
M Dawes 23 – – 23 –
Aggregate emoluments 1,486 55 1,108 2,649 1,827
(i) Includes a salary supplement in lieu of pension and company car.
(ii) Taxable benefits consist of a company car or car allowance and private medical cover.
(iii) Annual bonuses for the period ended 27 March 2004 were accrued during the period and will be paid in June 2004.
Pensions*
The schedule below sets out payments to defined contribution pension schemes. Charles Dunstone withdrew from the scheme in April 2003.
Geoffroy Roux de Bezieux and Roger Taylor are members of a UK stakeholder pension scheme with Norwich Union. Under this scheme a fixed
proportion of salary is paid by the Company, together with a fixed proportion by the Executive Director. Both amounts are invested on behalf of
the Executive Director. Pension benefits are then funded by the total investment. David Ross receives an allowance in lieu of pension which
is included in the aggregate remuneration table above. Levels are reviewed annually against published market data. None of the Directors was
a member of a defined benefit pension scheme. Pension entitlements are based on basic salary only.
2004 2003
Director £’000 £’000
C W Dunstone –15
G Roux de Bezieux (i) 15 –
R W Taylor 11 10
J H Dale 66
Total 32 31
(i) Includes arrears of pension contributions from prior periods.
Annual performance bonus
The Company operates a bonus scheme designed to reflect the performance of the Group. Bonuses are governed by performance conditions
set by the Remuneration Committee to ensure that maximum variable rewards are paid only for exceptional performance.
For the period ended 27 March 2004, the annual bonus was based on improvements in Headline EPS (see note 10). This performance measure
was chosen to align the Executive Directors’ interests with those of shareholders.
Headline EPS growth for the period meant that a bonus of 80% of year-end salary was earned. Bonus payments in respect of the period ended
27 March 2004 will be made in June 2004 following approval by the Remuneration Committee and are included in the aggregate remuneration table
above. The bonus scheme for the next financial period will be of a similar structure with a maximum potential bonus of 100% of salary and with targets
based on Headline EPS. Any bonus in excess of 60% will be paid in the form of market purchased shares under the Annual Deferred Bonus Plan.
Annual Deferred Bonus Plan
It will be proposed at the Annual General Meeting that the Company introduce an Annual Deferred Bonus Plan under which Executive Directors and
other senior management will be provided with the option of taking some or all of their annual performance bonus in the form of a deferred share
award. Further details on this plan are contained in the Notice of the Annual General Meeting accompanying this Report. No Executive Director or
member of senior management has elected to defer their bonus for the period ended 27 March 2004.
Share options
The Company has a performance related share option scheme, previously under The Carphone Warehouse Group PLC Executive Incentive Scheme
and currently under The Carphone Warehouse Group Company Share Option Plan, for Executive Directors and senior management both in the
UK and overseas. Subject to satisfactory personal performance as determined by an annual performance review, share options are granted on an
annual allocation basis as a percentage of base salary. For Executive Directors the annual target level of allocation is 100% of salary with a maximum
of 200% of salary for upper quartile performance. Normally options can be exercised only after they have been held for a minimum period of three
years. Options are subject to the achievement of a performance condition which is measured over the three year performance period (with no
retesting) and is based on the Group’s TSR against a comparator group comprising certain companies within the UK FTSE General Retailers Index
and the MSCI European Telecoms Index. The TSR calculation is independently calculated by Deloitte & Touche LLP. Measuring the Group’s
performance against the companies in these indices recognises the importance for shareholders that the Group outperforms its sector.
Options are subject to the TSR performance conditions indicated below.
Executive Directors may only exercise share options provided they hold a minimum of 100% of salary in shares. No exercises were made by
Executive Directors in the period ended 27 March 2004.
A UK savings related share option scheme is open to all eligible employees including Executive Directors in the UK. No Executive Director
participates in the scheme.
The Carphone Warehouse Group PLC Annual Report 2004
21