Carphone Warehouse 2014 Annual Report Download - page 37

MEETINGS
The Board had ten formal meetings during the year as well as other
meetings as were appropriate for approving certain announcements
toshareholders and other matters from time to time. All directors
attended each meeting with the exception of John Gildersleeve, who
was absent from the Board call on 20 January 2014 to approve the
Q3 trading statement, due to a prior commitment.
EXPERIENCE
The wide range of experience and expertise of the non-executive
directors, combined with the skills of the executive directors, provides
vast retailing, mobile industry and general business experience, strong
personal skills and independence of thought and perspective.
John Allwood is the Senior Independent Director and non-executive
director with relevant financial experience.
COMMITTEE MEMBERS
There are three key Board Committees: Audit, Remuneration and
Nomination. The Committees are provided with sufficient resources
via the Company Secretary and, where necessary, have direct access
to independent professional advisers to undertake their duties.
Baroness
John Morgan of John Gerry
Gildersleeve Huyton Allwood Murphy
Audit p38
Remuneration p37
Nomination p36 n/a n/a
Chair Member
The Consumer Regulatory and Compliance Committee was instituted
during the year, to monitor and control the Group’s compliance in
respect of regulation affecting its customers, primarily in relation
toits insurance business and data protection. The chair ofthe
Committee is Baroness Morgan of Huyton and one meeting was
held during the year.
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 page 49.
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. The first external
review of the Company was carried out by NJMD Corporate Services
in May 2013; therefore the next external evaluation is due in 2016.
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 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 evaluation, the Chairman
confirms that all directors 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.
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.
Carphone Warehouse Group plc
Annual Report 2014 35
CORPORATE GOVERNANCE