Carphone Warehouse 2012 Annual Report Download - page 40

Carphone Warehouse Group plc Annual Report 201236
INTRODUCTION
As the Company has a standard listing on the main market of theLondon Stock Exchange, it is not required to comply with the UK
Corporate Governance Code (the “Code”) published by the UK Financial Reporting Council on 28 May 2010. However, the Board iscommitted
tothe highest standards of corporate governance and in accordance with the Listing Rules of the UK Listing Authority (“Listing Rules“)
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 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 50.
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 of Huyton (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 industry 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.
MEETINGS
— The Board had nine formal meetings during the year as well
asother meetings as were appropriate for approving certain
announcements to shareholders and other matters from time
to time.
— All directors attended all formal meetings.
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,
anycomments they have are received beforehand so that they
canbe expressed at the meeting.
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 for
the key issues and risks facing the business to be assessed and
managed. Specifically, the Board:
— determines the overall strategic direction for 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.
INDEPENDENCE AND COMPLIANCE
The Board has six members, three of whom, excluding the
Chairman, are considered to be independent non‑executive
directors. These directors are John Gildersleeve, John Allwood
andBaroness Morgan of Huyton. Therefore more than half
ofthedirectors excluding the Chairman are independent.
CORPORATE GOVERNANCE
The Board is committed to the highest
standardsofcorporategovernance.