Carphone Warehouse 2007 Annual Report Download - page 33

Executive Directors’ service contracts
All Executive Directors and David Ross have service contracts which are terminable by the Company or the Executive Director with 12 months’ notice or less.
The dates of each contract are set out below and none specifically provides for compensation for early termination.
External Appointments
The Board supports Executive Directors holding Non-Executive Directorships of other companies and believes that such appointments are part of the continuing
development of the Executive Directors from which the Company will ultimately benefit. The Board has reviewed all such appointments and the following sets
out those appointments that the Board believes require disclosure pursuant to the Code. The Board has also agreed that the Directors may retain their fees from
such appointments.
Currently, Charles Dunstone is a Non-Executive Director of HBOS PLC, The Daily Mail and General Trust PLC and Independent Media Distribution PLC, for
which the annual fees are £77,104, £38,750 and £20,000 respectively. He does not currently intend to take on any additional responsibilities. David Goldie is
a Non-Executive Director of the Cheshire Building Society, for which he received £27,000.
Fees for Non-Executive Directors
The fees for each of the Non-Executive Directors are determined by the Board after considering external market research. The Non-Executive Directors do not take
part in discussions on their remuneration.
Each of the Non-Executive Directors, except David Ross, has a letter of appointment substantially in the form suggested by the Code and each has a three-month
notice period with no compensation for loss of office. The Company has no age limit for Directors.
The dates of each contract are set out below.
Directors’ interests in shares and dates of service contracts
Ordinary shares of 0.1p
Director 31 March 2007 1 April 2006 Date of contract
J H Dale 168,300 168,044 30 March 2001
C W Dunstone 297,577,535 298,028,535 26 June 2000
S Esom 3,500 3,500 29 September 2005
J Gildersleeve 384,026 246,000 14 April 2005
D Goldie 823,495 1,057,350 1 July 2005
D Grigson –– 24 April 2007
A Harrison 401,400 401,400 3 April 2006
D Mansfield 500 500 29 September 2005
A Martin 12,461 12,461 26 May 2005
Baroness Morgan 1,982 1,982 1 November 2005
Sir B Pitman 14,687 14,687 26 May 2005
D P J Ross 193,840,759 193,840,759 4 July 2002
R W Taylor 862,853 1,458,385 2 March 2000
The following dealings by Directors took place during the period:
On 25 May 2006 J H Dale, D Goldie and R W Taylor received 256, 359 and 462 dividend shares respectively. These were received in respect of the shares granted
to them under the Annual Deferred Bonus Plan on 7 June 2005. Following the first year anniversary of the basic share award made under the Annual Deferred
Bonus Plan the participants were granted a first matching share award having satisfied the relevant requirements. Accordingly, D Goldie and R W Taylor were
granted a further 3,115 and 4,006 shares respectively.
On 9 June 2006 J H Dale exercised and sold 422,222 options. A Harrison and a related party also exercised and sold a total of 864,666 options.
On 27 June 2006 R W Taylor exercised and sold 400,000 options and sold 600,000 shares.
On 28 and 29 June 2006 J Gildersleeve purchased a total of 138,026 shares.
On 12 January 2007 D Goldie exercised 12,671 options under the Company’s Save As You Earn scheme and also sold 250,000 shares.
On 23 March 2007 C Dunstone transferred 451,000 shares by way of gift to The Charles Dunstone Charitable Trust.
As potential beneficiaries under the Employee Share Ownership Trust (“ESOT”), the Executive Directors are deemed to be interested in all of the shares held by the
ESOT, which at 31 March 2007 amounted to 9,800,418 shares.
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Governance Financial Statements
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