Carphone Warehouse 2011 Annual Report Download - page 36

32 Carphone Warehouse Group plc Annual Report 2011
GOVERNANCE
CORPORATE GOVERNANCE
As stated in the Prospectus, the Company was not required at the time of its issue to comply with the Combined Code on Corporate
Governance published by the UK Financial Reporting Council (“FRC”) in June 2008 (the “Code”). However, the Company agreed to
comply with the Code with effect from its admission on 29 March 2010. The Board is committed to the highest standards of corporate
governance and in accordance with the Listing Rules of the UK Listing Authority the Board confirms that, except to the extent stated
below, the Company has throughout the year and as at the date of this annual report complied with the provisions set out in Section
1 of the Code. In accordance with the Listing Rules, the relevant parts of this Report have been reviewed by the Company’s auditors
and their opinion is contained in the Independent Auditors’ Report on page 45.
Board of Directors
Members
• Charles Dunstone (Chairman)
• Roger Taylor (Chief Executive Officer)
• Nigel Langstaff (Chief Financial Officer)
• John Gildersleeve (Non-Executive Deputy Chairman)
• John Allwood (Non-Executive Director)
• Baroness Morgan (Non-Executive Director)
The wide range of experience and expertise of the non-executive
directors, combined with the skills of the executive directors,
provides vast retailing, mobile and general business experience,
strong personal skills and independence of thought and
perspective.
John Gildersleeve is also the Senior Independent Director.
John Allwood is the non-executive director with relevant
financial experience.
Responsibilities and reserved matters
The overriding responsibility of the Board is to provide clear,
entrepreneurial and responsible leadership to the Group within
a framework of efficient and effective controls so as to allow the
key issues and risks facing the business to be assessed and
managed. Specifically, the Board:
• determines the overall strategic direction of the Group;
• manages the Group’s investments, including reviewing their
performance;
• reviews and challenges management performance;
• ensures that the necessary operational, financial and
human resources are in place to enable the Group to meet
its objectives;
• develops an understanding of the views of major
shareholders about the Company; and
• communicates with shareholders in conjunction with
its dedicated internal investor relations department.
There are also documented schedules of matters reserved to
the Board and matters delegated to Committees of the Board.
Such reserved matters include:
• approval of published financial statements;
• declaration of interim and final dividends;
• approval of budget and strategy;
• appointment and remuneration of directors and auditors;
• approval of major acquisitions and disposals;
• approval of authority levels for expenditure; and
• approval of treasury and risk management policies.
Meetings
• The Board had six formal meetings during the year as
well as other meetings as were appropriate for approving
certain announcements to shareholders.
• All directors attended these meetings with the exception
of Nigel Langstaff who was absent from the meeting held
on 3 June 2010 and John Gildersleeve who was absent
from the meeting held on 17 January 2011, both due
to prior engagements that could not be changed.
Other governance matters
• All Board papers are sent out on a timely basis with
sufficient information for the directors to be able to
discharge their duties.
• The Company Secretary ensures that all Board papers are
sent to non-attending directors and that, where possible
and relevant, their comments are captured so that they
can be expressed at the meeting.
The Board of Directors is committed to high standards
of corporate governance.