Carphone Warehouse 2015 Annual Report Download - page 61

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Dixons Carphone plc Annual Report and Accounts 2014/15
Corporate Governance
59
Long term incentive schemes (variable pay): Share Option Plan
• Purpose and link to strategy Long term incentive schemes are transparent and demonstrably aligned with the
interests of shareholders over the long term.
The Share Option Plan is designed to reward and retain executives over the longer term
whilst aligning an individual’s interests with those of shareholders and in turn delivering
significant shareholder value.
• Operation Discretionary awards of either nil-priced or market priced options are granted over
Dixons Carphone plc shares. Approved options may be granted subject to HMRC limits.
The current strategy is to grant a single award of share options with phased vesting
rather than annual grants, but the Committee reserves the right to change this approach.
The level of vesting is dependent on achievement of performance targets, usually over
a three year period from the date of grant.
A
wards do not vest until the third anniversary of the date of grant and may have a
deferral element.
The Committee has applied malus and clawback provisions to awards made after
March 2015.
If employment ceases during the vesting period, awards will ordinarily lapse in full,
unless the Committee exercises its discretion.
No executive director currently holds any interest in the share option plan.
There is currently no intention to grant any options under this plan to executive directors
whilst they participate in the Share Plan, but the share option plan may be used for
recruitment purposes for any executive directors should this be necessary or desirable.
• Maximum opportunity Grants under the Dixons Carphone Share Option Plan are subject to overall
dilution limits.
The maximum grant per participant in any financial year is a market value of 200% of
base salary. However in exceptional circumstances an award of up to 300% of salary
may be granted.
• Performance assessment
/
targets Performance targets are reviewed by the Committee prior to each grant.
The Committee determines the targets from a range of measures, including but not
limited to absolute TSR and TSR relative to an appropriate comparator group.
The current metrics in use are a combination of absolute TSR performance and relative
TSR performance against either the FTSE 250 or the FTSE 350.
A
ll Employee Share Plans including SAYE
• Purpose and link to strategy Encourages employees to make a long term investment in the Company’s shares and
therefore be aligned to the long term success of the Company.
• Operation Executive directors are eligible to participate in any all employee share plans operated
by the Company which have been approved by shareholders.
A
new grant under the Dixons Carphone HMRC approved SAYE scheme was made
in the UK and Ireland in February 2015.
• Maximum opportunity Participants can save up to £500 per month for either three or five years, and in return
receive a share option granted at up to 20% discount to the market price at the time of
the invitation.
The Committee reserves the right to increase this savings limit for future schemes in
accordance with the statutory limits in place from time to time.
• Performance assessment
/
targets The performance of the scheme will be determined by the share price of the Company
at the end of the relevant savings period.