Carphone Warehouse 2009 Annual Report Download - page 34

30 The Carphone Warehouse Group PLC Annual Report 2009
Directors’ Report – Governance
Corporate Governance – continued
Company, preparation for and
performance at meetings, the
effectiveness of each Director,
leadership, culture and corporate
governance. The results were then
considered by the Board as a specic
item of business. The Board intends that
these exercises or similar ones continue
to be carried out each year.
Following such performance evaluation
the Chairman conrms that all those
Non-Executive Directors seeking
re-election at the Annual General
Meeting continue to be effective and
demonstrate a commitment to the role,
including having time to attend all
necessary meetings and to carry out
other appropriate duties.
The Chairman meets regularly with all the
Independent Non-Executive Directors
usually in the evening prior to a Board
meeting. This provides the opportunity
to raise any questions regarding the
performance of the Executive Directors
or in respect of any other matters.
The Senior Independent Director also
met with the Non-Executive Directors, in
the absence of the Chairman, to assess
the Chairman’s effectiveness, having rst
reviewed the results of a performance
evaluation questionnaire completed by
all the Directors apart from the Chairman.
The Board is of the opinion that the
Chairman had no other signicant
commitments during the period that
would have affected his performance
in his role.
External appointments
The Board supports Executive Directors
taking up Non-Executive Directorships as
part of their continued development, and
the Board believes that this will ultimately
benet the Company. Further details are
provided in the Remuneration Report on
pages 33 to 38.
Board Committees
There are ve key Board Committees:
Audit, Remuneration, Nomination,
Insurance Compliance and Consumer
Regulation Compliance. The Committees
are provided with sufcient resources
via the Company Secretary and, where
necessary, have direct access to
independent professional advisors to
undertake their duties.
Audit Committee
The Committee currently comprises the
following Independent Non-Executive
Directors: David Grigson (Chairman),
Sir Brian Pitman, David Manseld,
Steven Esom and Baroness Morgan.
David Grigson served as Chairman
throughout the year. All of the Committee
members have extensive commercial
experience. The Committee met formally
four times during the year. All members
attended each meeting, with the
exception of Steven Esom who was
absent from the meeting on 20 May 2008
due to a prior engagement that could
not be changed.
The Chairman of the Committee updates
the Board on any signicant issues that
may have arisen at the Board meeting
following each Committee meeting.
During the year, all the requirements of
the Code in respect of the Committee
were met. The work undertaken by the
Committee is described within the
following sections of this Report.
The Group’s Chief Financial Ofcer and
other senior management attend
Committee meetings by invitation of the
Committee. Representatives of the
Company’s external auditors and the
other senior executives from Finance, Tax,
Treasury, Legal and Risk and Business
Assurance also attend these meetings by
invitation of the Committee. The external
and internal auditors have direct access
to the Committee during formal meetings
and time is set aside for them to have
private discussions with the Committee,
in the absence of management.
The Committee’s terms of reference,
which are available on request from
the Company Secretary and are
published on the Group’s website
(www.cpwplc.com), comply with the
Code. During the period, the formal
calendar of items considered at each
Audit Committee meeting within each
annual cycle embraced the Code
requirements to:
▪
monitor the integrity of the nancial
statements of the Company, and any
formal announcements relating to
the Company’s nancial performance,
including reviewing signicant nancial
reporting judgements contained
in them;
▪
review the Company’s internal nancial
controls and its internal control and
risk management systems and to make
recommendations to the Board;
▪
review the Company’s arrangements
by which employees may raise
concerns in condence;
▪
monitor and review the effectiveness of
the Company’s internal audit function;
▪
make recommendations to the Board
in relation to the appointment,
re-appointment and removal of
external auditors and to approve
their remuneration and terms of
engagement;
▪
review and monitor the external
auditors’ independence and objectivity
and the effectiveness of the audit
process, taking into consideration
relevant UK professional and
regulatory requirements; and
▪
review the Company’s policy on the
engagement of the external auditors
to supply non-audit services. In this
context the Committee’s remit requires
it to report to the Board identifying any
matters in respect of which it considers
that action or improvement is needed
and to make recommendations as to
the steps to be taken.
In light of the assessments and
review undertaken, the Committee
recommended to the Board that
Deloitte LLP be retained as auditors
of the Company. This recommendation
was endorsed by the Board.
The policy relating to the provision of
non-audit services by the external
auditors species the types of work from
which the external auditors are excluded;
for which the external auditors can be
engaged without referral to the Committee;
and for which a case-by-case decision
is required. In order to safeguard the
auditors’ objectivity and independence,
the ratio of non-audit fees to audit fees is
monitored by the Committee within an
overall limit set by the Board on the
recommendation of the Committee.