Carphone Warehouse 2009 Annual Report Download - page 41

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www.cpwplc.com 37
Directors’ Report –
Governance
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
benet. The Board has reviewed all such
appointments and those appointments
that the Board believes require disclosure
pursuant to the Code are set out below.
The Board has also agreed that the
Directors may retain their fees from
such appointments.
Currently, Charles Dunstone is a
Non-Executive Director of The Daily Mail
and General Trust PLC and Independent
Media Distribution PLC, for which the
annual fees are £34,167 and £20,000
respectively. During the period he was a
Non-Executive director of HBOS PLC
for which he received £7,167. He does
not currently intend to take on any
additional responsibilities. David Goldie
was a Non-Executive Director of the
Cheshire Building Society during the
period, for which he received £10,358.
Fees for Non-Executive Directors
The fees for each of the Non-Executive
Directors are determined by the Board
after considering external market
research. Non-Executive Directors,
other than John Gildersleeve, receive a
basic fee of £43,000 plus additional
fees of £15,000 for Chairing the Audit
Committee and £10,000 for Chairing the
Remuneration Committee. A fee of
£4,000 is paid for membership of the
Audit Committee, £4,000 for membership
of the Remuneration Committee and
£2,500 for membership of the Nomination
Committee. The Senior Independent
Director receives an additional fee of
£7,500. A fee of £5,000 is paid for
chairing each of the Nomination
Committee, the Consumer Regulation
Compliance Committee and the Insurance
Compliance Committee.
The Non-Executive Directors do not take
part in discussions on their remuneration.
Each of the Non-Executive Directors 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 ofce. 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 2009 29 March 2008 Date of contract
C Dunstone 296,644,535 297,577,535 26 June 2000
S Esom 3,500 3,500 29 September 2005
J Gildersleeve 246,000 384,026 14 April 2005
D Grigson 10,000 – 24 April 2007
D Manseld 500 500 29 September 2005
Baroness Morgan 1,982 1,982 1 November 2005
Sir B Pitman 22,882 22,882 26 May 2005
R Taylor 867,766 867,766 2 March 2000