Carphone Warehouse 2009 Annual Report Download - page 36

32 The Carphone Warehouse Group PLC Annual Report 2009
Directors’ Report – Governance
Corporate Governance – continued
The Directors have overall responsibility
for the Group’s systems of internal control
and for reviewing their effectiveness.
The Board delegates to executive
management the responsibility for
designing, operating and monitoring
these systems. The systems are based on
a process of identifying, evaluating and
managing key risks and include the risk
management processes set out above.
The systems of internal control were
in place throughout the period and up
to the date of approval of the Annual
Report and nancial statements. The
effectiveness of these systems is
periodically reviewed by the Audit
Committee in accordance with the
revised guidance in the Turnbull Report.
These systems are also rened as
necessary to meet changes in the
Group’s business and associated risks.
The systems of internal control are
designed to manage rather than eliminate
the risk of failure to achieve business
objectives. They can only provide
reasonable and not absolute assurance
against material errors, losses, fraud or
breaches of laws and regulations.
The Board has conducted an annual
review of the effectiveness of the
systems of risk management and internal
control in operation during the year and
up to the date of the approval of the
Annual Report and nancial statements
and this was approved by the Audit
Committee and the Board.
This is supported by an ongoing process
for identifying, evaluating and managing
the risks faced by the Group, by the
Group Risk and Business Assurance
function.
Communication with investors
The Board believes it is important to
explain business developments and
nancial results to the Company’s
shareholders and to understand any
shareholder concerns. The principal
communication media used to impart
information to shareholders are news
releases (including results
announcements) and Company
publications. In all such communications,
care is taken to ensure that no price
sensitive information is released.
The Chief Executive Ofcer and Chief
Financial Ofcer have lead responsibility
for investor relations. They are supported
by a dedicated investor relations
department that, amongst other matters,
organises presentations for analysts and
institutional investors. There is a full
programme of regular dialogue with
major institutional shareholders, fund
managers, analysts, retail brokers and
credit investors, upon which the
Chairman ensures that the Board
receives regular updates at Board
meetings. The Board also receives
periodic reports on investors’ views
of the performance of the Company.
All the Non-Executive Directors and,
in particular, the Chairman and Senior
Independent Director, are available to
meet with major shareholders, if such
meetings are required.
The Company also communicates with
shareholders through the Annual General
Meeting, at which the Chairman gives an
account of the progress of the business
over the last year, and a review of current
issues, and provides the opportunity for
shareholders to ask questions.
Further nancial and business
information is available on the
Group’s website, www.cpwplc.com.