Carphone Warehouse 2011 Annual Report Download - page 40

36 Carphone Warehouse Group plc Annual Report 2011
GOVERNANCE
CORPORATE GOVERNANCE CONTINUED
Joint venture control processes
A dedicated team of risk specialists,
including internal auditors, form the Best
Buy Europe Risk and Business Assurance
function. Members of this team conduct
risk workshops and reviews within each
of the main Best Buy Europe operating
divisions and have assisted Virgin Mobile
France with similar risk reviews.
The risk management processes of
Best Buy Europe and Virgin Mobile France
have involved assessments of key business
risks which are wide-ranging, covering
risks arising from the regulatory
environment, strategy, counter-parties
and organisational change associated
with acquisitions and major projects. The
output from each assessment is a list of
key strategic, financial, 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, taking
account of costs and benefits.
Reports, action plans and any changes
to the status of the key risks and the risk
matrices are reported at each Audit
Committee meeting and at Board meetings
where applicable. During the year the
Board has not identified or been advised
of any significant control failings.
Other key controls in place for Best Buy
Europe and Virgin Mobile France are as
follows:
• Best Buy Europe has its own audit
committee. Roger Taylor is a member
of the committee and Nigel Langstaff
attends meetings by invitation. Internal
audit and risk reports are provided at
all meetings.
• Charles Dunstone and Roger Taylor
are members of the Best Buy Europe
Distributions board of directors and
Tim Morris is Company Secretary.
Roger Taylor, Tim Morris and Nigel
Langstaff are directors of Virgin Mobile
France. These boards ordinarily meet
every month and have ultimate
responsibility for strategic,
operational, risk and compliance
matters for each business.
• The board meetings of Best Buy Europe
and Virgin Mobile France are
supplemented by frequent informal
interaction between shareholders and
management on strategic and
operational matters.
Communication with investors
The Board believes it is important to
explain business developments and
financial 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), investor presentations
and Company publications.
The Chief Executive Officer and Chief
Financial Officer 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, and retail brokers, upon which
the Chairman ensures that the Board
receives regular updates at Board
meetings. In all such dialogue, care is
taken to ensure that no price sensitive
information is released. The Board also
receives periodic reports on investors’
views of the performance of the Company.
The Chairman and all the non-executive
directors, in particular the 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, a review of current
issues, and provides the opportunity for
shareholders to ask questions. Further
financial and business information is
available on the Group’s website,
www.cpwplc.com.