Carphone Warehouse 2011 Annual Report Download - page 44

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40 Carphone Warehouse Group plc Annual Report 2011
GOVERNANCE
REMUNERATION REPORT CONTINUED
External appointments
The Board supports executive directors
taking non-executive directorships as a
part of their continuing development.
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
executive directors may retain their fees
from such appointments.
Roger Taylor is the Non-Executive
Deputy Chairman of TalkTalk Telecom
Group PLC, for which he received £75,000
during the year.
Each of the non-executive directors has a
letter of appointment substantially in the
form suggested by the Code. The Company
has no age limit for directors.
Minimum shareholdings
In order to align the interests of the
executive directors and shareholders, the
Company requires executive directors to
build up and retain a shareholding in the
Company of at least 200% of their annual
salary. The Company may, in calculating
this percentage, take into account share
options and shares issued under the
Best Buy Europe VES.
Performance graph
The graph opposite shows the Group’s
performance measured through TSR,
compared with the FTSE 250 Index, since
29 March 2010 when the Company was
first admitted to the London Stock
Exchange. The FTSE 250 Index was
selected as it is a broad market which
includes competitors of the Company.
Directors’ interests in shares and service contracts
Details of directors’ interests in the ordinary shares of the Company and service
contracts are shown in the following table:
Ordinary shares
2011 2010 Date of contract Notice period
C Dunstone 133,083,481 148,072,267 28 Jan 2010 12 months
N Langstaff 500,000 500,000 28 Jan 2010 6 months
R Taylor 522,030 502,197 28 Jan 2010 6 months
J Allwood –– 28 Jan 2010 3 months
J Gildersleeve 123,000 123,000 28 Jan 2010 3 months
Baroness Morgan 991 991 28 Jan 2010 3 months
Fees for independent non-executive directors
The fees for the independent non-executive directors are determined by the Board
after considering external market research. Independent non-executive directors
receive a basic fee of £43,000 plus additional fees as detailed below:
£’000
Chairperson of Audit Committee 15
Member of Audit Committee 4
Chairperson of Nomination Committee 5
Member of Nomination Committee 4
Chairperson of Remuneration Committee 10
Member of Remuneration Committee 4
Senior Independent Director 17
TSR PERFORMANCE COMPARED TO THE FTSE 250 INDEX
0
50
100
150
200
250
300
350
Mar 10 Apr 10 May 10 Jun 10 Jul 10 Aug 10 Sep 10 Oct 10 Nov 10 Dec 10 Jan 11 Feb 11 Mar 11
Carphone Warehouse Group plc FTSE 250 index