Carphone Warehouse 2015 Annual Report Download - page 57

Dixons Carphone plc Annual Report and Accounts 2014/15
Corporate Governance
Remuneration report – Remuneration Policy report
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Introduction
The purpose of these reports is to inform shareholders of the
Company’s directors’ remuneration for the period ended 2 May
2015 and the Remuneration policy for subsequent years. This
report is divided into two sections:
• the Remuneration Policy report; and
• the Annual Remuneration report
The remuneration policy set out will be put to shareholders
for approval in a binding vote at the Annual General Meeting on
10 September 2015 and the policy will be effective from that
date. Shareholders will be asked to approve the policy for a
period of three years starting from the effective date. The
Annual Remuneration report will also be put to an advisory
vote at the Annual General Meeting.
The role of the Remuneration Committee (the Committee) is to
determine on behalf of the Board a remuneration policy for
executive directors and senior management in order to attract
and retain executives who have the ability, experience and
dedication to deliver outstanding returns for our shareholders.
The Committee has adopted the principles of good
governance relating to directors’ remuneration as enshrined in
section D of the Code and has complied with those principles
in the year under review unless otherwise noted.
These reports have been prepared by the Committee on behalf
of the Board in accordance with the Companies Act 2006,
Schedule 8 to the Large and Medium-sized Companies and
Groups (Accounts and Reports) Regulations 2008 (as
amended) and the Listing Rules of the Financial Conduct
Authority. The Remuneration Policy report (which is not subject
to audit) details the role of the Committee, the principles of
remuneration and other matters. The Annual Remuneration
report (elements of which are audited) details the directors’ and
former directors’ fixed and variable pay, share awards, share
options and pension arrangements.
Remuneration policy report – unaudited information
Remuneration Committee objectives
The Board has delegated to the Committee responsibility for
determining policy in relation to the remuneration packages
for executive directors and other senior management. This
delegation includes their terms and conditions of employment
in addition to the operation of the Group’s share based
employee incentive schemes. The Committee has clearly
defined terms of reference which are available on the
Company’s corporate website.
Remuneration strategy
Put simply, our aim is to generate superior returns for our
shareholders and the key to achieving this is our people. Our
remuneration strategy is therefore designed to motivate high
performing people to deliver our business strategy.
The objectives of our Remuneration strategy are to:
• attract, motivate and retain high quality talent;
• be transparent and align the interests of senior management
and executive directors with shareholders, by encouraging
management to have a significant personal stake in the long
term success of the business;
• weight remuneration to variable pay that incentivises
outperformance over the short and long term whilst
discouraging inappropriate risk taking;
• ensure that superior rewards are only paid for exceptional
performance against challenging targets;
• apply policies consistently across the Group to promote
alignment and teamwork;
• recognise the importance of delivering across a balanced set
of metrics to ensure the right behaviours are adopted and
the long term health of the business is protected; and
• avoid rewarding failure.
In developing its policy the Committee has regard to:
• the performance, roles and responsibilities of each executive
director or member of senior management;
• arrangements which apply below senior management levels,
including average base salary increases;
• information and surveys from internal and independent
sources;
• the economic environment and financial performance of the
Company; and
• corporate governance good practice.
Guidelines on responsible investment disclosure
In line with the Investment Association Guidelines on
responsible investment disclosure, the Committee is satisfied
that the incentive structure and targets for executive directors
do not raise any environmental, social or governance risks by
inadvertently motivating irresponsible or reckless behaviour.
The Committee considers that no element of the remuneration
package will encourage inappropriate risk taking by any
member of senior management.