Carphone Warehouse 2014 Annual Report Download - page 54

Remuneration report continued
REMUNERATION DETAILS CONTINUED
PERCENTAGE CHANGE IN REMUNERATION
The percentage change in remuneration in the 2013–14 financial
year compared with the prior year for the Company’s Chief Executive
Officer and for all UK head office-based employees is shown below.
Changes in salary relating to changes in roles and/or responsibilities
have been excluded from the increase presented for the wider group
inorder toprovide alike-for-like comparison.
Chief Chosen group
Executive of other
Officer employees
Salary and fees 5% 2%
Taxable benefits* n/a n/a
Annual bonuses (28%) (16%)
* Taxable benefits have not been separately measured since there have been no
material changes in Group benefits year-on-year.
To ensure comparability, the Chief Executive Officer’s salary in the
table above excludes long-term incentive schemes.
RELATIVE IMPORTANCE OF SPEND ON PAY
The following table sets out both the total cost of remuneration
forthe Group compared with pro forma Headline EBIT and profits
distributed for the 2013–14 financial year and the prior year.
Total
employee pay
(£m)
Pro forma
Headline EBIT
(pence)
Ordinary
dividends paid
(£m)
354
23 • 2014
• 2013
132
30
151
351
CONSIDERATION BY THE DIRECTORS OF MATTERS RELATING
TO REMUNERATION
The Committee retained Towers Watson throughout 2013–14 as
independent advisers. Towers Watson is engaged to provide advice
to the Committee and to work with the directors on matters relating
to the Group’s executive remuneration and its long-term incentives.
Towers Watson is a member of the Remuneration Consultants Group
and operates under its code of conduct in relation to the provision of
executive remuneration advice in the UK. Towers Watson has confirmed
that it adhered to the Code throughout 2013–14 for all remuneration
services provided to the Group. Towers Watson received fees of
£84,000 in relation to the provision of those services. The Committee
may also take external legal advice, where required, to assist it in
carrying out its duties.
STATEMENT OF VOTING AT SHAREHOLDER MEETINGS
This Remuneration Report has been prepared in accordance
withthe Regulations, the relevant Listing Rules of the Financial
Conduct Authority and the Code. The constitution and operation of
the Remuneration Committee are in compliance with the Code. In
framing itsRemuneration Policy the Remuneration Committee has
given full consideration to the matters set out in Schedule A of the
Code. TheCompany is committed to ongoing shareholder dialogue
in respect of directors’ remuneration, and takes an active interest
invoting outcomes. Where there are substantial votes against
resolutions, explanatory reasons will be sought, and any actions
inresponse will be communicated to shareholders.
The following table sets out the voting results in relation to the
resolution to approve the Carphone Warehouse Share Plan
atthegeneral meeting in June 2013:
Votes cast Number %
For 395,813,705 96.0
Against 16,663,325 4.0
Total 412,477,030
Withheld 16,650
The following table sets out the voting results in relation to the
Remuneration Report at the annual general meeting in July 2013:
Votes cast Number %
For 413,724,142 96.4
Against 15,371,547 3.6
Total 429,095,689
Withheld 6,216,641
ANNUAL BONUS PERFORMANCE MEASURE FOR FINANCIAL
YEAR 2014–15
The annual bonus for the 2014–15 financial year will operate on a
similar basis as for the 2013–14 financial year and will be consistent
with the policy detailed in the Remuneration Policy section of this report.
The measures have been selected to reflect our key strategic objectives
and are aligned to our Group balanced scorecard, with a minimum
profit gate that must be achieved before any bonus is paid out.
The performance measures and weighting will be as follows:
As a percentage
of maximum
Measure bonus opportunity
Headline EBIT 50%
Reduced net debt 20%
Customer NPS 7.5%
Employee engagement 7.5%
Personal targets focused on delivery
ofbusiness strategy 15%
The proposed target levels for financial year 2014–15 have been set
to be challenging relative to the business plan. The targets themselves,
as they relate to the 2014–15 financial year, are deemed to be
commercially sensitive. However, retrospective disclosure of the
targets and performance against them will be provided in next
year’s Remuneration Report tothe extent that they do not
remaincommercially sensitive atthattime.
Carphone Warehouse Group plc
Annual Report 2014
52
CORPORATE GOVERNANCE