Carphone Warehouse 2015 Annual Report Download - page 62

Dixons Carphone plc Annual Report and Accounts 2014/15
Corporate Governance
Remuneration Policy report
60
Share ownership guidelines
• Purpose and link to strategy Provides close alignment between the longe
r
term interests of executive directors and
shareholders in terms of the Company’s growth and performance.
• Operation The Company requires executive directors to retain a certain percentage of base salary
in the Company’s shares. Directors have a five year period to reach these limits.
The shares which count towards this requirement are unfettered, beneficially owned
shares only.
• Maximum opportunity Not applicable.
• Performance assessment
/
targets The Company requires all executive directors to retain 200% of base salary in the
Company’s shares.
Non-Executive Directors and Chairman / Deputy Chairman fees.
• Purpose and link to strategy To provide a competitive fee for the performance of non-executive directo
r
duties,
sufficient to attract high calibre individuals to the role.
• Operation The fees are set to align with the duties undertaken, taking into account market rates,
and are reviewed on an annual basis. Factors taken into consideration include the
required time commitment and specific experience.
A
dditional fees are payable for acting as Chair of any Board committee, or for acting as
the Senior Independent Director.
Non-executive directors do not participate in the annual performance bonus or the long
term incentive plans, however, a historical arrangement exists for Roger Taylor who
continues to receive private medical insurance.
• Maximum opportunity
A
ggregate annual limit of £2,000,000 imposed by the Articles of Association for
directors’ fees (not including fees in relation to any executive office or Chairman,
Committee Chair or Senior Independent Director fees).
• Performance assessment
/
targets Not applicable.
Notes:
(1) Long term incentives - Share Plan: The first awards under the Share Plan were made in December 2013 and further awards were made in
September 2014 after the Merger. At the same time adjustments were made to the first awards to ensure participants were no better or
worse off as a result of the Merger. The two sets of awards have different opening valuations reflecting the value of the Company at
appropriate times prior to the grants. Each set of awards has its own pool, which are each subject to a cap of 2% of the total issued share
capital of Dixons Carphone. The total pool for distribution to all of the participants remains subject to an overall cap of 4% of the total issued
share capital of the Company on the measurement date.
There are no plans to issue further awards under this Share Plan until such time as these awards vest when the Committee will review the
programme of long term incentives for the Group.
(2) The following changes have been made to the Remuneration Policy in order to align the pay of executive directors following the Merger and
to reflect the remuneration strategy of the new combined Group:
• reducing the annual bonus which existed previously within Carphone from a maximum of 200% of base salary to 125% of base salary;
• reducing the pension contributions for the Dixons executive directors from 20% to 10% of base salary;
• strengthening our shareholding policy to require executive directors to hold 200% of their base salary in the Company’s shares;
• excluding the executive directors from being eligible to participate in the mid term incentive plan introduced following the Merger; and
• including the ability for the Remuneration Committee to apply malus and clawback conditions in certain specified circumstances.