Carphone Warehouse 2012 Annual Report Download - page 45

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Overview Business review Governance Financial statements
Carphone Warehouse Group plc Annual Report 2012 41
REMUNERATION REPORT
REMUNERATION COMMITTEE
MEMBERS
— John Gildersleeve (Chairman)
— John Allwood
— Baroness Morgan of Huyton
MEETINGS
— The Remuneration Committee met four times during the year
and all members attended these meetings.
ADVISORS
— PricewaterhouseCoopers LLP – long‑term incentive plans
andshare option schemes.
— Deloitte LLP – employment tax and share option schemes.
— Deloitte LLP are the Group’s auditors and provide other servicesas
described in the Corporate Governance Report onpages 36 to 40.
OTHER GOVERNANCE MATTERS
— None of the members of the Remuneration Committee has any
personal financial interest (other than as shareholders) in the
matters to be decided by the Remuneration Committee nor
potential conflicts of interest arising from cross‑directorships.
— No director or any person advising the Remuneration Committee
plays a part in any discussion about his or her own remuneration.
— All 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 Remuneration
Committee has thefollowing principal 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 Remuneration Committee
areavailable on theGroup’s website (www.cpwplc.com)
oronrequest from theCompany Secretary.
REMUNERATION POLICY
The Group’s remuneration policy has been defined soas to meet the Remuneration Committee’s remuneration strategy.
REMUNERATION STRATEGY
The Remuneration 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 shares associated with
other incentive schemes, of at least 200% of their annual salary.
Part 1: Remuneration Committee, policies
andstructure (unaudited)