Carphone Warehouse 2013 Annual Report Download - page 42

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A detailed description of the Remuneration Committee’s work
during the period iscontained in the Remuneration Report
onpages 42 to46.
Meetings
John Gildersleeve
John Allwood
Baroness Morgan of Huyton
Attended Did not attend
REMUNERATION COMMITTEE
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.
MEMBERS
— John Gildersleeve (Chairman)
— John Allwood
— Baroness Morgan of Huyton
MEETINGS
— The Remuneration Committee
metthreetimes during the year.
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
onpage 41.
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.
CORPORATE GOVERNANCE continued
BOARD COMMITTEES continued
CARPHONE WAREHOUSE GROUP PLC ANNUAL REPORT 201340