Carphone Warehouse 2015 Annual Report Download - page 45

Dixons Carphone plc Annual Report and Accounts 2014/15
Corporate Governance
43
Internal audit
The Group has an internal audit department which conducts
reviews of selected business processes each year. The internal
audit programme for 2014/15 consisted of reviews across a
range of areas documented and prioritised in the Group’s
internal audit plan, which was prepared and approved with
input from management and the Audit Committee. The plan is
designed each year to test the robustness of mitigating
controls and procedures are designed to identify any areas of
improvement. Part of the approval process of this plan involves
the Audit Committee’s consideration of alignment of the plan
with the principal risks faced by the Group. As such this plan
was revised and re-presented to the Audit Committee again
following the Merger to capture the key risks of the
combined Group.
The Audit Committee Chairman receives and reviews all
reports from the internal audit department detailing its material
findings from testing performed and any recommendations for
improvement. The Audit Committee receives a summary of
these reports at each meeting, with the full reports available to
all members on request. The progress and implementation of
ensuing action plans are tracked to completion by the internal
audit department, and follow up procedures performed where
additional controls have been put in place to ensure that the
new controls have been implemented effectively.
The Audit Committee considered the effectiveness of the
internal audit department through holding discussions with
management, considering the quality of reports submitted to
the Committee, the timeliness of the clearance of action points,
and the perceived impartiality of the audit team itself. The
Committee concluded that the internal audit department has in
all respects been effective during the period under review.
Authorisation of conflicts of interest
The Company has procedures in place to identify, authorise
and manage conflicts of interest which have operated
effectively. Potential conflicts are approved by the Board or
two independent directors where authorisation is needed
quickly and then reported to the main Board at its next
meeting. A register of directors’ conflicts is maintained.
Communication with investors
The Board supports the initiatives set out in the Code and
the Stewardship Code and actively encourages engagement
with major institutional investors and other stakeholders. It
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 Group Chief Executive 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 updates
at Board meetings on investor relations matters. The Board
also receives periodic reports on investors’ views of the
performance of the Company. The Chairman and non-
executive directors, are available to meet with major
shareholders, if such meetings are required and the Chairman
of the Remuneration Committee communicates with major
shareholders on matters of remuneration and has conducted
various remuneration consultations during the period under
review. For more information on the remuneration
consultations, please refer to the Remuneration report
on pages 54 to 74.
The Company is committed to communication with all of its
members, whether institutional investors, private or employee
shareholders. The Company reports formally to its members
when its full year and half year results are published. These
results are posted on the investor relations part of the
corporate website in addition to other external announcements
and press releases.
The Company also communicates with shareholders through
the annual general meeting, at which an account of the
progress of the business over the last year is given in addition
to a review of current issues. This also provides the opportunity
for shareholders to ask questions. The directors, including the
chairmen of the Audit, Nominations and Remuneration
Committees attend the annual general meeting. In accordance
with the Code, formal notification of the Company’s annual
general meeting is sent to shareholders at least 20 working
days in advance of the meeting.
Further financial and business information is available on the
Group’s corporate website.
Sir Charles Dunstone
Chairman
16 July 2015