Carphone Warehouse 2007 Annual Report Download - page 77

www.cpwplc.com
Remuneration Report
Resolution 2
The Company is required under the Directors’ Remuneration Report
Regulations 2002 (“Regulations”) to produce a remuneration report for
shareholders which must comply with the Regulations, be approved by the
Board and filed with the Registrar of Companies. The Report must also be
approved by the shareholders.
Dividend
Resolution 3
Final dividends must be approved by shareholders but must not exceed the
amount recommended by Directors. If the meeting approves the final dividend
it will be paid out in accordance with the Financial Calendar set out on page 75
of the Annual Report.
Directors
Resolutions 4, 5and 6
Adrian Martin and Sir Brian Pitman are required to retire by rotation and to
stand for re-election every three years pursuant to the Company’s Articles of
Association adopted on 13th July 2000. David Grigson was appointed as a
Director with effect from 24 April 2007. The Articles require that all Directors
appointed by the Board are elected by the Company’s shareholders at the
Annual General Meeting following their appointment. No Director may vote in
respect of his own appointment. Biographical details of those Directors seeking
election and re-election are given on page 21 of the Annual Report and will be
available at the meeting.
Auditors
Resolution 7
The Company is required to appoint auditors at each general meeting at which
accounts are presented, to hold office until the end of the next such meeting.
This resolution is recommended by the Audit Committee and proposes the
re-appointment of the Company’s existing auditors Deloitte & Touche LLP,
and follows good practice in giving authority to the Audit Committee to
determine their remuneration.
Directors’ Borrowing Power
Resolution 8
These borrowing limits were inserted in the Company’s Articles of Association
at the time of the Company’s flotation on the London Stock Exchange in
July 2000. The Board believes that these restrictions are no longer required
and potentially too restrictive given the Company’s history, size and nature
and that it is in the Company’s best interests for them to be deleted.
Electronic Communication
Resolution 9
Resolution 9 proposes to amend the Company’s Articles of Association to
enable the Company to benefit from broader powers under the Companies Act
2006 (the “2006 Act”) in relation to the sending or supplying of documents or
information by or to the Company in electronic form (including, without
limitation, via a website). The provisions of the 2006 Act, which were brought
into force on 20 January 2007, permit the use of electronic communications
between shareholders and the Company such that documents or information
may be sent or supplied via the Company’s website to shareholders who have
not either, requested a hard copy of the relevant document or information or
provided an e-mail address to which the document or information can be sent.
The Board believes it is in the best interests of the Company to take advantage
of these provisions and the Company intends to make use of these provisions
in the future in order to facilitate communications between the Company and
its shareholders and to reduce the current considerable cost associated with
sending paper copies of the documents to a large number of shareholders.
The proxy card accompanying this notice includes an election form which asks
shareholders to decide (i) if they wish to continue to receive documents or
information in paper form (ii) to provide an e-mail address to which notifications
that documents or information are available on the website can be sent or (iii)
Explanatory Notes to the Resolutions
to take no action and view any documents or information via the Company’s
website. Shareholders should note that if they do not respond to the election
form, they will be taken to have agreed that the Company may send or s
upply documents or information by means of its website. However, where
shareholders are provided with documents by means of the Company’s
website, they will be notified by the Company whenever a relevant document
has been made available on that website.
A copy of the existing Articles of Association, and a copy marked to show
the differences between the existing Articles of Association and the Articles
of Association as proposed to be amended pursuant to resolutions 8 and 9,
will be available for inspection during normal business hours on Monday to
Friday each week (public holidays excepted) at the Company’s Registered
Office at 1 Portal Way, London, W3 6RS from the date of this document up
to and including the date of the Annual General Meeting and at the place of
the Annual General Meeting from 10.45am until the close of the meeting.
Allotment of shares
Resolutions 10 and 11
These resolutions renew the Directors’ authority to issue relevant securities up to
an aggregate nominal amount of £298,762 being a sum equal to one third of the
issued ordinary share capital of the Company at 31 March 2007. The Directors
will also be able to make issues for cash on a non pre-emptive basis. The
proposed limit of £44,814 represents 5% of the nominal amount of the issued
ordinary share capital as at 31 March 2007. The Company had 896,284,916
ordinary shares of 0.1p each in issue at 31 March 2007 and the Company’s
authorised share capital is 1,500,000,000 ordinary shares of 0.1p each.
The above limits are in line with the guidelines issued by the Investment
Committees of the Association of British Insurers and the National Association
of Pension Funds.
Repurchase of shares
Resolution 12
This grants the Company authority to purchase its own shares up to a maximum
amount of 89,628,492 until the Annual General Meeting in 2008. The Companies
Act 1985 permits a company to purchase its own shares provided that the
purchase has been authorised by the Company in a general meeting. It is
common practice for listed companies to seek such authority and the Directors
consider that it is prudent to seek such authority at the Annual General Meeting.
The amount represents 10% of the ordinary shares in issue as at 31 March 2007.
The authority is limited to the stated upper and lower prices payable for the
shares which reflects the requirements of the UK Listing Authority. As at
4 June 2007 there were 84,010,722 outstanding options granted and
unexercised under all share option schemes operated by the Company which,
if exercised, would represent 9.4% of the existing issued ordinary share capital
of the Company. If this authority to repurchase was exercised in full, such
options would represent approximately 10.4% of the issued share capital at
such date. The Directors would only propose to make share purchases where
the expected effect would be to increase earnings per share and having
reviewed the overall financial position of the Company, such purchases were
considered to be in the best interests of the shareholders generally.
General notes
1. Eligibility to attend
The Company specifies that only those shareholders on the register of
members as at 6pm on 24 July 2007 are entitled to attend and vote at
the meeting in respect of the number of shares registered in their name
at that time. Changes to entries on the register of members after 6pm on
24 July 2007 shall be disregarded in determining the right of any person
to attend or vote at the meeting.
A copy of the Company’s existing Articles of Association, and a copy marked
to show the differences between the existing Articles of Association and the
Articles of Association as proposed to be amended pursuant to resolutions
8 and 9, will be available for inspection during normal business hours on
73
Financial Statements