Carphone Warehouse 2012 Annual Report Download - page 44

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Carphone Warehouse Group plc Annual Report 201240
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 assist
Virgin Mobile France with similar risk reviews as required.
The risk management processes of Best Buy Europe and Virgin
Mobile France have involved assessments of significant 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 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 significant
risks and 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 controls in place for Best Buy Europe and Virgin Mobile
France are as follows:
— Best Buy Europe has its own audit committee. Nigel Langstaff
isa member of the committee and other members of senior
management attend the meetings by invitation. Internal audit
and risk reports are provided at all meetings.
— A number of key matters are reserved for the approval of both
ofBest Buy Europe's shareholders before they can be undertaken
by the Best Buy Europe management team.
— Roger Taylor, Nigel Langstaff and Tim Morris are directors
ofVirgin Mobile France. Its board ordinarily meets monthly
andhas ultimate responsibility for strategic, operational,
riskand compliance matters for the business.
— There is frequent informal interaction between shareholders and
management on strategic and operational matters, with respect
to Best Buy Europe and Virgin Mobile France.
REMUNERATION COMMITTEE
The Remuneration Committee currently comprises all independent
non‑executive directors: John Gildersleeve (Chairman), JohnAllwood
and Baroness Morgan of Huyton. A detailed description of the
Remuneration Committee’s remit, meetings held and work during
the period iscontained in the Remuneration Report on pages 41
to46. The Chairman of the Remuneration Committee updates
theBoard following each Remuneration Committee meeting.
COMMUNICATION WITH INVESTORS
The Board believes it is important to explain business developments
and financial results to the Company’s shareholders and to
understand 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 has leadresponsibility for investor
relations. He is 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 and
potential shareholders as well as sell‑side analysts. In all such
dialogue, care is taken to ensure that no pricesensitive information
is released. The Chairman ensures that the Board receives regular
shareholder updates at Board meetings. 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.
The Board believes it is important to explain business
developments and financial results to the Company’s
shareholders and to understand shareholder concerns.