Carphone Warehouse 2011 Annual Report Download - page 47

Carphone Warehouse Group plc Annual Report 2011 43
GOVERNANCE
OTHER STATUTORY INFORMATION
GOVERNANCE
Employee involvement
The Group places significant emphasis on
its employees’ involvement in the business
at all levels. Managers are remunerated
according to results wherever possible
and employees are kept informed of issues
affecting the Group through formal and
informal meetings and through the Group’s
internal publications. The management
team regularly communicates matters
of current interest and concern with all
employees. Information on the employee
engagement activities of Best Buy Europe
is included in the report on Corporate
Responsibility on pages 28 and 29.
Employment of disabled people
It is the Group’s policy to encourage
application for employment from disabled
people, and to assist with their training
and career development, having regard
to particular aptitudes and abilities.
Every endeavour is made to find suitable
alternative employment and to re-train
any employee who becomes disabled
while serving the Group.
Supplier payment policy
The Group’s policy is to agree terms
of transactions, including payment
terms, with suppliers and, provided that
suppliers perform in accordance with the
agreed terms, it is the Group’s normal
practice that payment is made accordingly.
Trade payables were immaterial at
31 March 2011.
Donations
Information on the Group’s charitable
activities is included in the report on
Corporate Responsibility on pages 28
and 29. Best Buy Europe made charitable
donations of £107,000, with a further
£244,000 provided to Get Connected
through fundraising and £160,000 raised
through a charity auction. No political
donations were made during either year by
the Group or its joint venture investments.
Contracts with significant shareholders
There are no material contracts with
significant shareholders, except as
disclosed in the Remuneration Report
on pages 37 to 42.
Capital structure
Details of the movements in authorised
and issued share capital during the year
are provided in notes 20 and 21 to the
Group financial statements. The Company
has one class of ordinary shares which
carries the right to one vote at a general
meeting of the Company and has no right
to fixed income. Details of employee share
schemes are provided in note 6 to the
Group financial statements. The Group’s
ESOT held 2.9m shares on 31 March 2011,
but does not vote or receive dividends.
The shareholder agreements of Best Buy
Europe and Virgin Mobile France include
change of control clauses, whereby if there
is a change of control event in relation
to the Company, the other shareholders
have the option to acquire the Company’s
ownership of these investments, or require
the Company to acquire the other
shareholders’ interests.
Significant shareholdings
The Company had been notified, in
accordance with Chapter 5 of the
Disclosure and Transparency Rules
of the UK Financial Services Authority,
of the following interests in the Company’s
shares at 31 March 2011:
Name
Number
of shares
Percentage
of share
capital
D P J Ross 63,888,526 13.98%
FMR LLC 48,016,290 10.51%
Newton Investment
Management Ltd 21,959,404 4.80%
TIAA-CREF
Investment
Management LLC 14,913,027 3.26%
Between 31 March 2011 and 1 June 2011,
the Company had received notification
from TIAA-CREF Investment Management
LLC that its holding had reduced below the
3% reporting threshold and from FMR LLC
that its holding had increased to 50,487,907
shares, being 11.05% of the Company’s
share capital.
The total interests of the directors are
detailed in the Remuneration Report on
pages 37 to 42.
Property, plant and equipment
Movements in property, plant and
equipment are set out in note 12 to the
Group financial statements. In the opinion
of the directors the current open market
value of the Group’s interests in freehold
land and buildings exceeds the book value
by £5.9m at 31 March 2011.
Auditors
Each director at the date of approval of this
annual report confirms that:
• so far as the director is aware, there
is no relevant audit information of
which the Company’s auditors are
unaware; and
• the director has taken all the steps
that he/she ought to have taken as
a director in order to make himself/
herself aware of any relevant audit
information and to establish that the
Company’s auditors are aware of
that information.
This confirmation is given and should
be interpreted in accordance with the
provisions of s.418 of the Companies
Act 2006.
Deloitte LLP were appointed as the
Company’s auditors on incorporation
and have expressed their willingness to
continue in office as auditors. A resolution
to re-appoint them will be proposed at
the forthcoming annual general meeting.
Carphone Warehouse Group plc
1 Portal Way
London W3 6RS
By order of the Board
T S Morris
Company Secretary
13 June 2011