Carphone Warehouse 2013 Annual Report Download - page 49

OTHER STATUTORY INFORMATION
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 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
employees. Further information on employee engagement is included
in the report on Corporate Responsibility on pages 30 to 34.
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 2013 and 31 March 2012.
DONATIONS
Information on the Group’s charitable activities and donations
isincluded in the report on Corporate Responsibility on pages 30 to34.
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
(as defined in the Companies Act 2006) for the benefit of its directors
during the year; these provisions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.
The Bshares associated with the deferred capital option of the B/C Share
Scheme were redeemed by the Company on 10April 2012 for 172p
per share at a total cost of£32.9m. The Company carried out a capital
reduction in July 2012 so as to cancel all deferred shares and the
capital redemption reserve arising on the B/C Share Scheme, which
resulted in the creation of additional distributable reserves of £589.8m.
Details of employee share schemes are provided in note 5
totheGroup financial statements. The Group’s ESOT held 0.04m
shares on31March 2013 (2012: 0.2m) and has waived its right
receive dividends.
The shareholder agreement of Virgin Mobile France includes a change
of control clause, 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 Virgin Mobile France, or require
the Company to acquire the other shareholders’ interests.
The Company and Best Buy had previously granted to each other
call options toacquire their respective 50% interests in Best Buy
Europe. The options were exercisable from March 2015 with Best
Buy having the first opportunity to purchase the Company’s interest
at fair market value. If Best Buy did not exercise its option then the
Company would have the right to purchase Best Buy’s interest at a10%
discount to fair market value. As part of the acquisition of Best Buy’s
interest in Best Buy Europe these optionshave been cancelled.
PROPERTY, PLANT AND EQUIPMENT
Movements in property, plant and equipment are set out in note 11
to the Group financial statements. In the opinion of the directors the
current open market value of the Group’s interests in freehold land
and buildings exceeds the book value by £3.8m at 31 March 2013.
SIGNIFICANT SHAREHOLDINGS
At 25 June 2013, the Company had been notified, in accordance
with Chapter 5 oftheDisclosure and Transparency Rules of the UK
Financial Conduct Authority, of the following interests of over 3% of
issued share capital:
Percentage
Number of share
Name of shares capital
D P J Ross 56,388,699 10.84%
BlackRock Investment Management
(UK) Ltd 56,138,198 10.80%
Odey Asset Management LLP 28,361,351 6.00%
M&G Investment Management Ltd 24,330,656 5.15%
Newton Investment Management Ltd 23,559,219 4.98%
Invesco Limited 23,090,239 4.88%
Following the issue of the Consideration Shares to Best Buy
on25June 2013, Best Buy held 42,105,263 ordinary shares in the
Company. Directors’ interests in the Company’s shares and the
movements thereon are detailed in the Directors’ Remuneration
Report on pages 42 to 46.
AUDITORS
Each director at the date of approval of this annual report confirms that:
— so far as the director is aware, there is no relevant audit
information of which the Company’s auditors are unaware; and
— the director has taken all the steps that he/she ought to have
taken as a director in order to make himself/herself aware of any
relevant audit information and to establish that the Company’s
auditors are aware of that information.
This confirmation is given and should be interpreted in accordance
with the provisions of section 418 of the Companies Act 2006.
Deloitte LLP have expressed their willingness to continue in office
asauditors and a resolution to re-appoint them will be proposed
atthe forthcoming annual general meeting.
By order of the Board on 25 June 2013
Tim Morris Company Secretary
ANNUAL REPORT 2013 CARPHONE WAREHOUSE GROUP PLC 47
BUSINESS REVIEW GOVERNANCE FINANCIAL STATEMENTS