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Carphone Warehouse Group plc Annual Report 2011 37
GOVERNANCE
REMUNERATION REPORT
Remuneration Committee
Members
• John Gildersleeve (Chairman)
• John Allwood
• Baroness Morgan
Meetings
• The members of the Committee met four times during the
year and all members attended these meetings.
Advisors
• Deloitte LLP – employment tax and share option schemes.
• PricewaterhouseCoopers LLP – long-term incentive plans.
• Deloitte LLP are the Group’s auditors and provide other
services as described in the report on Corporate Governance
on pages 32 to 36.
Other governance matters
• None of the members of the Committee has any personal
financial interest (other than as shareholders) in the matters
to be decided by the Committee nor potential conflicts of
interest arising from cross-directorships.
• No director or any person advising the Committee plays a part
in any discussion about his or her own remuneration.
• All Committee members are non-executive directors
who have no day-to-day involvement in running the
Group’s business.
Responsibilities
Responsibility for the establishment of overall remuneration
policy for the Group lies with the Board. The Committee has the
following key duties:
• making recommendations to the Board on the Company’s
framework of executive remuneration;
• considering and making recommendations to the Board
on the remuneration of the executive directors and senior
management relative to performance and market data;
• approving contracts of employment which exceed defined
thresholds of total remuneration or have unusual terms
or termination periods;
• considering and agreeing changes to remuneration policy
or major changes to employee benefit structures; and
• approving employee share-based incentive schemes and
associated performance conditions and targets.
The terms of reference of the Committee are available on
the Group’s website (www.cpwplc.com) or on request from
the Company Secretary.
Part 1: Remuneration Committee, Policies And Structure (Unaudited)
Remuneration policy
The Group’s remuneration policy has been defined so as to meet the Committee’s remuneration strategy
Remuneration strategy
The Committee seeks to ensure that remuneration
and incentive schemes:
• achieve alignment between employees and shareholders;
• provide a strong link to individual and business
performance;
• attract, retain and incentivise individuals of high quality
who have the skills to achieve the highest levels of
performance; and
• are in line with best practice.
Remuneration policy
In order to achieve this strategy, the remuneration policy
is to:
• provide overall packages which are market competitive
and capable of rewarding exceptional performance;
• set fixed remuneration at market median levels;
• offer variable rewards, linked to the performance of
the Group, which can provide significant overall levels
of remuneration for exceptional performance and
shareholder value creation; and
• require executive directors to retain a shareholding in the
Company, including share options and value enhancement
scheme shares, of at least 200% of their annual salary.