Carphone Warehouse 2015 Annual Report Download - page 54

Dixons Carphone plc Annual Report and Accounts 2014/15
Corporate Governance
Nominations Committee report
52
Chairman’s overview
The Nominations Committee has an important role in the
Dixons Carphone plc structure, evaluating the skills required to
lead the business effectively and ensuring the right talent and
experience is available. In order to ensure continuity of purpose
and effective leadership it is important to ensure succession
planning obligations are met. Since the Merger the Committee
has met once to perform a thorough review of the balance of
the Board and its Committees and other governance
obligations.
At Merger a thorough review of the Board structure and
membership was performed. Also at the year end the
Committee performed a further review of the skills required to
successfully lead the Company and matched those skills to the
current Board membership. No further need for appointments
were identified other than an appointment of a Senior
Independent Director. More about this process is shown below
along with further details on the Nominations Committee and
its position in the Company’s governance framework.
Sir Charles Dunstone
Chairman of the Nominations Committee
16 July 2015
The Company Secretary acts as Secretary to the Committee.
The Committee’s deliberations are reported by its Chairman to
the following board meeting and the minutes of each meeting
are circulated to all members of the Board.
Responsibilities
The principal duties of the Nominations Committee are to:
• review the structure, size, composition of the Board and
to recommend changes as necessary;
• identify, evaluate and nominate candidates to fill vacancies
on the Board;
• review the leadership needs with a view to ensuring the
continued ability of the organisation to compete effectively
and be responsible for succession planning;
• consider other commitments of directors relative to the time
required for them to fulfil their duties;
• evaluate the skills, knowledge and experience of the Board;
and
• make recommendations to the Board regarding the
continuation in office of a director upon the expiry of any
specified terms of appointment.
The terms of reference of the Nominations Committee are
reviewed annually and a recommendation made to be Board
accordingly. The current terms of reference are available on the
Group’s corporate website (www.dixonscarphone.com).
Key matters considered
In addition to the principal duties noted above, the Committee
also considered the following:
• an evaluation of the size, composition and structure of the
Board and its Committees;
• the Company’s diversity policy;
• the external appointments policy;
• the Committee’s performance and terms of reference; and
• a review of the role descriptions of the Chairman, Senior
Independent Director and the Group Chief Executive in the
light of the newly merged entity.
Appointments to the Board
The Committee has a formal, rigorous and transparent
procedure for the appointment of new directors. Appointments
are made to the Board on merit, against objective criteria and
with due regard to the benefits of diversity and the leadership
needs of the Company.
Meetings
• The Nominations Committee meets as and when required
and at least once a year.
• The Nominations Committee met once during the period
under review.
Committee membership and attendance
The members of the Nominations Committee are shown in
the table below along with their attendance at scheduled
meetings for the period under review.
Scheduled meetings
Sir Charles Dunstone 1 of 1
John Gildersleeve 1 of 1
A
ndrea Gisle Joosen 1 of 1
The majority of the members are independent NEDs as
required by the Code. Other members of the Board or
senior management may be invited to attend meetings at
the request of the Chairman.