Carphone Warehouse 2012 Annual Report Download - page 51

Overview Business review Governance Financial statements
Carphone Warehouse Group plc Annual Report 2012 47
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 all 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 employee engagement of BestBuy
Europe is included in the Corporate Responsibility report on pages
28 to 32.
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 not material
at 31 March 2012 and 31 March 2011.
DONATIONS
Information on the Group’s charitable activities and donations
isincluded in the report on Corporate Responsibility on pages 28 to32.
No political donations were made during either year by theGroup
or its joint venture businesses.
DIRECTORS’ INDEMNITIES
The Company has made qualifying third party indemnity provisions
for the benefit of its directors. These were made during the year
and remain in force at the date of this report.
CAPITAL STRUCTURE
Details of the movements in issued share capital during the year are
provided in notes 19 and 20 to the Group financial statements.
Ordinary shares of the Company carry the right to one vote at a
general meeting of the Company and have no right to fixed income.
Under the B/C Share Scheme, on 30 January 2012 342.9m B shares
and 129.7m C shares were allotted to shareholders through the
capitalisation of £589.8m of the share premium reserve. The Bshares
were redeemed by the Company on either 31January 2012 or
10April 2012 for 172p per share, while a dividend of 172p was
declared on each C share on 31 January 2012. Following the
declaration of dividends on the C shares, these shares became
deferred shares which carry no rights to participate in the profits
ofthe Company or a return ofcapital. The B shares, C shares
anddeferred shares have no rights to attend orvote at a general
meeting of the Company. The Company intends to carry out a capital
reduction in the year ending 31 March 2013 to cancel all deferred
shares and the capital redemption reserve arising on the B/C Share
Scheme, and tocreate additional distributable reserves.
Details of employee share schemes are provided in note 5 to the
Group financial statements. The Group’s ESOT held 0.2m shares on
31 March 2012 (2011: 2.9m); it 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.
The Company and Best Buy have granted each other a call option
toacquire their respective 50% interests in Best Buy Europe. Each
of the options is exercisable from March 2015 with Best Buy having
the first opportunity to purchase the Company’s interest at fair
market value. If Best Buy does not exercise its option then the
Company will have the right to purchase Best Buy’s interest at
a10% discount to fair market value. If neither party exercises its
option then both options will roll forward every three years, although
the Company will no longer be entitled to the 10% discount. Further
put and call options have been granted by each party in respect of
the Global Connect business; however these options cannot be
exercised until an option over Best Buy Europe has beenexercised.
OTHER STATUTORy INFORMATION