Carphone Warehouse 2009 Annual Report Download - page 35

www.cpwplc.com 31
Directors’ Report – Governance
A statement of fees paid or accrued for
services from the external auditors
during the period is set out below:
2009 2008
£m £m
Audit services:
– statutory audit* 0.9 1.6
Tax services 1.1 0.3
Other services 0.4 0.3
Total 2.4 2.2
* The Group’s share of audit fees for joint ventures
and associates was £0.6m in the year.
Certain non-audit services are pre-
approved by the Committee depending
upon the nature and size of the service.
Tax services principally comprise
technical advice associated with
relevant UK and international scal
laws and regulations and, in particular,
assessment of the potential implications
of proposed corporate transactions or
restructuring. Having undertaken a
review of the non-audit related work, the
Committee has satised itself that the
services undertaken during the period
did not prejudice the external auditors’
independence.
At each of its meetings the Committee
reviewed and considered reports on Risk
and Business Assurance on the status of
the Group’s risk management systems,
ndings from the internal audit function
concerning internal controls, and reports
on the status of any weaknesses in
internal controls identied by the internal
or external auditors.
Remuneration Committee
The Committee currently comprises the
following independent Non-Executive
Directors: Sir Brian Pitman (Chairman),
David Manseld, Steven Esom,
Baroness Morgan and David Grigson.
The Committee met formally four times
during the period and each member
attended every meeting. Adrian Martin
attended one meeting before standing
down. Other Directors, the Company
Secretary, the Group Director of Human
Resources, and advisors attended by
invitation only. A detailed description
of the Committee’s remit and work
during the period is contained in the
Remuneration Report on pages 33 to 38.
Its terms of reference comply with the
Code, are available on request from the
Company Secretary and are published on
the Company’s website. The Chairman of
the Committee updates the Board
following each Committee meeting.
Nomination Committee
During the period the Committee
comprised the following Non-Executive
Directors: Sir Brian Pitman (Chairman),
John Gildersleeve and Baroness Morgan.
The Committee meets as and when
required to discuss succession planning
and consideration of appropriate
appointments to the Board. The
Committee met once during the year and
each member attended the meeting.
The Committee’s terms of reference
comply with the Code and are available
from the Company Secretary on request
and are published on the Group’s
website (www.cpwplc.com). The
Committee is responsible for succession
planning at Board level, overseeing the
selection and appointment of Directors,
regularly reviewing the structure, size and
composition of the Board and making
its recommendations to the Board.
It assists in evaluating the commitments
of individual Directors and the balance
of skills, knowledge and experience
on the Board.
Insurance Compliance Committee
The Committee is chaired by Baroness
Morgan and is attended by senior
executives. The role of the Committee is
to review the Group’s compliance with
regulatory matters concerning the sale of
insurance products to customers and to
provide the Non-Executive Directors,
through Baroness Morgan, with visibility
of compliance issues. The Committee
met formally four times during the period.
The Chairman of the Committee also
updates the Board following each
Committee meeting.
Consumer Regulation Compliance
Committee
The Committee is chaired by David
Manseld and is attended by senior
executives. The role of the Committee is
to review the Group’s compliance with
xed line regulatory matters, consumer
regulation across the xed and mobile
businesses including Trading Standards,
Data Protection and Advertising
Standards, and to provide the Non-
Executive Directors, through David
Manseld, with visibility of these
compliance issues. The Committee met
formally three times during the period.
The Chairman of the Committee also
updates the Board following each
Committee meeting.
Risk management and internal control
The Company has established a risk
management programme that assists
management throughout the Company
to identify, assess and mitigate business,
nancial, operational and compliance
risks. The Board views management of
risk as integral to good business
practice. The programme is designed to
support management’s decision making
and to improve the reliability of business
performance.
The risk management programme is
supported by a dedicated team of risk
specialists, including internal auditors,
who comprise the Group Risk and
Business Assurance function. To ensure
that all parts of the Group have a good
understanding of risk, members of this
team have conducted risk workshops
and reviews within each of the main
operating divisions in the past year,
culminating in an assessment of key
business risks by the Executive
Directors and senior management.
These risk assessments have been
wide-ranging, covering risks arising from
the regulatory environment, strategy,
counter-parties and organisational
change associated both with major
projects and with acquisitions. The
risk management process operates
throughout the Group, being applied
equally to the main business divisions
and corporate functions.
The output from each annual assessment
is a list of key strategic, nancial,
operational and compliance risks.
Associated action plans and controls
to mitigate them are also put in place
where this is possible and to the extent
considered appropriate by the Board
taking account of costs and benets.
Changes in the status of the key risks
and changes to the risk matrix are
reported regularly to the Audit
Committee and at each Board Meeting.