Carphone Warehouse 2014 Annual Report Download - page 56

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 25 to 30.
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. The average credit
period taken on trade payables, calculated by reference to the
amounts owed at the year end as a proportion of the amounts
invoiced by suppliers in the year, adjusted to take account of the
timing of acquisitions, was 59 days. Trade payables were not
material at 31 March 2013.
DONATIONS
Information on the Group’s charitable activities and donations is
included in the report on corporate responsibility on pages 25 to 30.
No political donations were made during either year by the Group
orits joint venture businesses.
INFORMATION SECURITY
The Group is committed to protecting both electronic and physical
information from unauthorised access, processing, modification or
destruction. There are a number of pieces of legislation relevant to
information security to which the Group must adhere, including the
Data Protection Act 1998 and EU’s Data Protection Directive 95/46/EC.
The Group has a dedicated information security team. Security controls
and awareness remain an area of significant focus for the Board.
DATA PROTECTION
The Group has a responsibility to ensure that all information is
collected, stored, processed and disposed of in a secure way. In
theUK, it is required to adhere to the UK Data Protection Act 1998.
Thislegislation was enacted to bring UK law in line with the EU
Data Protection Directive (the "Directive"), which is applicable to the
rest of the Group’s European markets. The European Commission
has recently unveiled its draft European Data Protection Regulation
which will supersede the Directive. Ahead of the adoption of the new
regulation, the business is engaged to prepare for changes in this
area. The Group is committed to the ongoing monitoring of its
dataprotection policies and procedures, and theimplementation
ofimprovements where necessary.
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 note 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.
Details of employee share schemes are provided in note 5 to the
Group financial statements. The Group’s ESOT held 4.9m shares on
29 March 2014 (2013: 0.04m) and has waived its right to 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.
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 £4m at 29 March 2014.
SIGNIFICANT SHAREHOLDINGS
At 25 June 2014, 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 of 576,067,769 ordinary shares:
Percentage
Number of share
Name of shares capital
D P J Ross 56,388,699 9.79%
M&G Investment Management Ltd 37,398,599 6.49%
Odey Asset Management LLP 34,132,735 5.93%
Kames Capital 29,793,129 5.17%
BlackRock, Inc. 27,011,855 4.69%
Newton Investment Management Ltd 22,329,216 3.88%
Capital World Investors 22,195,000 3.85%
Aviva Investors 20,754,999 3.60%
Directors’ interests in the Company’s shares and the movements
thereon are detailed in the Remuneration Report on pages 43 to 53.
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 2014
Tim Morris Company Secretary
Other statutory information
Carphone Warehouse Group plc
Annual Report 2014
54
CORPORATE GOVERNANCE