Carphone Warehouse 2013 Annual Report Download - page 41

BOARD COMMITTEES
NOMINATION COMMITTEE
RESPONSIBILITIES
The principal responsibility of the Nomination Committee is
toconsider succession planning and appropriate appointments
tothe Board, and its dutiesinclude:
— overseeing the identification, selection and appointment
ofdirectors;
— reviewing the structure, size, composition and leadership needs
of the Board;
— considering other commitments of directors relative tothetime
required for them to fulfil their duties;
— evaluating the skills, knowledge and experience of the Board; and
— making recommendations to the Board.
The terms of reference of the Nomination Committee are available
onthe Group’s
website (www.cpwplc.com) or on request from the
Company Secretary.
MEMBERS
— Baroness Morgan of Huyton
(Chairwoman)
— John Gildersleeve
MEETINGS
— The Nomination Committee meets
asandwhen required.
— The Nomination Committee met once
during the year.
Meetings
John Gildersleeve
Baroness Morgan of Huyton
Attended Did not attend
AUDIT COMMITTEE
Meetings
John Gildersleeve
John Allwood
Baroness Morgan of Huyton
Attended Did not attend
RESPONSIBILITIES
The Audit Committee has the following principal duties:
— monitoring the integrity of the financial statements andany
formal announcements relating to the Group’s financialperformance;
— reviewing significant financial reporting judgements;
— reviewing the Group’s financial controls and internal
controlandrisk management systems;
— monitoring and reviewing the effectiveness of the Group’s
internal audit functions;
— making recommendations to the Board in relation
totheappointment of external auditors;
— reviewing and monitoring the relationship with the external
auditors, including their independence, effectiveness,
remuneration and terms of engagement;
— considering arrangements by which employees may raise
concerns about possible improprieties in matters of financial
reporting or other matters;
— considering other topics, as defined by the Board; and
— referring matters to the Board which, in its opinion, should
beaddressed at a meeting of the Board.
The terms of reference of the Audit Committee are available
ontheGroup’s website (www.cpwplc.com) or on request
fromtheCompany Secretary.
MEMBERS
— John Allwood (Chairman)
— John Gildersleeve
— Baroness Morgan of Huyton
MEETINGS
— The Audit Committee met three times during
the year. Allmembers attended each of these
meetings except for Baroness Morgan who
was absent from the meeting held on
30October 2012 due toa prior engagement
that could notbechanged.
— The Chief Executive Officer, Chief Financial
Officer, other senior management and
representatives of the Company’s external
auditors, Deloitte LLP, attend the Audit
Committee meetings by invitation of
theAudit Committee.
ADVISORS
— The Board makes funds available
totheAudit Committee toenable itto
take independent legal, accounting or
other advice when theAudit Committee
reasonably believes it necessary todo so.
OTHER GOVERNANCE MATTERS
— The Chairman of the Audit Committee updates the Board
onanysignificant issues that have arisen at the previous
AuditCommitteemeeting.
— External auditors have direct access to the Audit Committee
during formal meetings and time is set aside for them tohave
private discussions with the Audit Committee, intheabsence
ofmanagement.
ANNUAL REPORT 2013 CARPHONE WAREHOUSE GROUP PLC 39
BUSINESS REVIEW GOVERNANCE FINANCIAL STATEMENTS