Carphone Warehouse 2013 Annual Report Download - page 37

CORPORATE GOVERNANCE
CHAIRMAN'S INTRODUCTION COMPOSITION OF THE BOARD
The Group has a reputation for its
entrepreneurial management style.
Itisessential that we have the necessary
controls and procedures in place to steer
this entrepreneurial drive and ambition.
This naturally should start at Board level,
setting the tone of governance for the
entire Group. The Board of directors is
ultimately responsible for the strategic
direction, management and control
ofthe Group’s activities. The Board
recognises the importance of high
standards of corporate governance.
SIR CHARLES DUNSTONE CHAIRMAN
REPORT OF THE AUDIT COMMITTEE See page 41
REMUNERATION REPORT See pages 42 to 46
Chairman
Sir Charles Dunstone
Executive directors
Roger Taylor
Nigel Langstaff
Independent
non-executive directors
John Gildersleeve
(Deputy Chairman)
John Allwood
Baroness Morgan
ofHuyton
1
2
3
The Company currently has a standard listing on the main market
ofthe London Stock Exchange, and as such is not required to comply
with the UK Corporate Governance Code (the “Code”) published by
the UK Financial Reporting Council. 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. As announced on
30 April 2013, the Company also aims to move from a standard listing
to a premium listing in due course. 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 49.
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.
Executive directors and the Chairman have service contracts
thatcan be terminated by either the Company or the director on
between six and 12 months’ notice, depending on the individual.
The non-executive directors have three-year periods of appointment,
the terms of which are substantially in the same format as suggested
by the Code, with three-month notice periods and no compensation
for loss of office. Further details on each director’s remuneration
and notice period are set out in the Remuneration Report
onpages42 to 46.
Each of the directors will stand for re-appointment at the
Company’s annual general meeting.
RESPONSIBILITIES
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 Group; and
— communicates with shareholders in conjunction with
itsdedicated internal investor relations department.
ANNUAL REPORT 2013 CARPHONE WAREHOUSE GROUP PLC 35
BUSINESS REVIEW GOVERNANCE FINANCIAL STATEMENTS