Carphone Warehouse 2015 Annual Report Download - page 43

Dixons Carphone plc Annual Report and Accounts 2014/15
Corporate Governance
41
Board governance matters
The Chairman is responsible for ensuring that all directors are
properly briefed on issues arising at Board meetings and that
they have full and timely access to relevant information. The
Company uses an electronic board paper system which
enables the fast dissemination of quality information in a safe
and secure manner. All Board papers are sent out on a timely
basis with sufficient information for the directors to be able to
discharge their duties. Formal minutes of the Board and
Committee meetings are prepared by the Company Secretary
and approved by the Board / Committees at their next meeting.
The Chairman meets regularly with all the non-executive
directors, usually on an evening prior to a Board meeting when
board dinners are held. This provides the opportunity to
discuss amongst other matters, corporate strategy and
business performance.
The Board holds meetings at a variety of the Group’s locations
to help all Board members gain a deeper understanding of the
business. This also provides senior management from across
the Group with the opportunity to meet the Board. Whilst no
visits took place for the period under review, in May 2015, the
Board held a meeting at its distribution centre in Newark and in
June 2015 held another meeting at its headquarters in Norway.
This enabled the Board to meet members of the team and
senior management and to visit stores and other elements of
the Group’s business.
New directors appointed to the Board receive a tailored
induction programme, together with guidance and training
appropriate to their level of previous experience. Each director
is given the opportunity to meet with senior management and
store colleagues and to visit the Group’s sites both in the UK
and overseas. This enables familiarisation with the businesses,
operations, systems and markets in which the Group operates.
New directors are also encouraged to meet with the Group’s
auditor and advisors.
The Board receives an update on corporate governance best
practice at every other meeting.
Performance evaluation
The internal annual review of Board effectiveness and the
balance of skills, knowledge and experience of the directors
was conducted as usual during the period under review. In
addition, the Code recommends that the performance of the
Board be reviewed externally every three years. The last
external review of the Company was carried out by NJMD
Corporate Services in May 2013; therefore the next external
evaluation is due in 2016.
The internal review this year involved:
• individual directors responding to separate questionnaires
which were collated by the Company Secretary. The results
were then presented to and discussed by the Board and a
plan of action established to address any areas of
improvement. The areas covered included, but were not
limited to, 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. As part of this evaluation, the
Chairman discussed any personal development needs
that were identified with each director;
• In the absence of a SID at the time of the performance
evaluation, Jock Lennox reviewed the results of the
performance evaluation questionnaire completed by all of
the directors apart from the Chairman on the Chairman’s
performance. He then discussed the results of that review
with the Chairman and an action plan was prepared. The
Board is of the opinion that the Chairman had no other
significant commitments during the year that adversely
affected his performance in his role and that he continues to
lead the Board effectively whilst creating an atmosphere of
Committee members
There are three main Board Committees: Audit, Nominations and Remuneration. The Committees are provided with sufficient
resources via the Company Secretary and, where necessary, have direct access to independent professional advisors to
undertake their duties.
Audit
(page 47)
Nominations
(page 52)
Remuneration
(page 54)
Sir Charles Dunstone C
John Gildersleeve M C
A
ndrea Gisle Joosen M M
Tim How M
Jock Lennox C
Gerry Murphy M
Baroness Morgan of Huyton M
Roger Taylor M
Former Directors
John Allwood (resigned 6 August 2014) C M
John Allan (resigned 17 February 2015) M M
C – Chair M – Member