Carphone Warehouse 2013 Annual Report Download - page 40

CORPORATE GOVERNANCE continued
BOARD OF DIRECTORS continued
RESERVED MATTERS
There are 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.
EXTERNAL APPOINTMENTS
The Board supports executive directors taking up non-executive
directorships as part of their continuing development, and the Board
believes that this will ultimately benefit the Company. Further details
are provided in the Remuneration Report onpages42 to 46.
BOARD 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.
PERFORMANCE EVALUATION
The internal annual review of the balance of skills, knowledge and
experience of the directors was conducted as usual during the
course of the year. In addition, the Code recommends that the
performance of the Board be reviewed externally every three years,
and therefore an external evaluation was also carried out by NJMD
Corporate Services during the financial year.
Internally, using the Higgs Report ‘Suggestions for Good Practice’ as
guidance, the individual directors completed separate questionnaires
and the Chairman, the Senior Independent Director, the Chief Executive
Officer and the Board as a whole then collated and analysed the results.
The areas covered included the roles of the executive and non-executive
directors, the Board, Board Committees, the Chairman, preparation
for and performance at meetings, the effectiveness of each director,
leadership, culture and corporate governance. The results were then
considered by the Board as a specific item of business.
The external evaluation covered a similar set of areas as recommended
by the Guidance on Board Effectiveness published by the Financial
Reporting Council. The overall findings of the review were that the
Board is effectively run and administered. Levels of satisfaction with
each member of the Board were consistently high, with effective
communication between the committees and the Board, and no
areasof major concern were identified.
COMMUNICATION WITH INVESTORS
The Board believes that 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 Chairman meets regularly with all the non-executive directors,
usually on an evening prior to a Board meeting. This provides the
opportunity to raise any questions regarding the performance of the
executive directors or in respect of any other matters.
Following the results of the internal and external evaluations, the
Chairman confirms that all directors who seek re-election at the
annual general meeting continue to be effective and demonstrate
acommitment to the role, including having time to attend all
necessary meetings and to carry out other appropriate duties.
The Senior Independent Director also met with the non-executive
directors, in the absence of the Chairman, to assess the Chairman’s
effectiveness, having first reviewed the results of a performance
evaluation questionnaire completed by all of the directors apart
from the Chairman. The Board is of the opinion that the Chairman
had no other significant commitments during the year that affected
his performance in his role.
CARPHONE WAREHOUSE GROUP PLC ANNUAL REPORT 201338