Carphone Warehouse 2015 Annual Report Download - page 65

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Dixons Carphone plc Annual Report and Accounts 2014/15
Corporate Governance
63
In addition to the annual remuneration elements noted above,
the Committee may consider buying out on a like-for-like basis
bonuses and / or incentive awards that an individual forfeits in
accepting the appointment. The Committee will have the
authority to rely on Listing Rule 9.4.2(2) or exceptional limits
within the existing shareholder approved Share and Share
Option Plans to make awards. If made, the Committee will be
informed by the structure, time horizons, value and
performance targets associated with any forfeited awards
while retaining the discretion to make any payment or award
deemed necessary and appropriate. The Committee may also
require the appointee to purchase shares in the Company in
accordance with its shareholding policy.
With respect to the appointment of a new Chairman or non-
executive director, terms of appointment will be consistent
with those currently adopted. Variable pay will not be
considered and as such no maximum applies. With respect
to non-executive directors, fees will be consistent with the
policy at the time of appointment. If necessary, to secure
the appointment of a new Chairman not based in the UK,
payments relating to relocation and / or housing can
be considered.
Elements of remuneration on appointment are set out in
the Recruitment table.
A timely announcement with respect to any director’s
appointment and remuneration will be made to the
regulatory news services and posted on the Company’s
corporate website.
Recruitment table
A
rea Feature Policy
Service contract and
incentive plan
provisions
Notice period • Up to 12 months from either side.
Entitlements on termination • As summarised in the Policy on loss of office.
• Provisions for mitigation and payment in lieu of notice.
Restrictive covenants • Gardening leave provisions.
• Non-compete, non-solicitation, non-dealing and confidentiality
provisions.
V
ariable elements • The Committee has the discretion to determine whether an individual
shall participate in any incentive in the year of appointment.
• The Committee shall have the discretion to determine appropriate bonus
performance targets if participating in the year of appointment.
A
nnual remuneration Salary • To be determined on appointment, taking into account factors including
market levels, experience, internal relativities and cost.
Salary progression • If appointed at below market levels, salary may be re-aligned over the
subsequent one to three years subject to performance in role. In this
situation, the Committee reserves the discretion to make increases
above ordinary levels.
• This initial market positioning and intention to increase pay above the
standard rate of increase in the Policy table (subject to performance) will
be disclosed in the first remuneration report following appointment.
Benefits and allowances • The Committee retains the discretion to provide additional benefits as
reasonably required. These may include, but are not restricted to,
relocation payments, housing allowances and cost of living allowances.
Policy on loss of office
Service contracts contain neither a liquidated damages nor
a change of control clause.
The Company shall have a right to make a payment in lieu of
notice in respect of basic salary, benefits including car
allowance and pension contributions only for the director’s
contractual period of notice or, if termination is part way
through the notice period, the amount relating to any unexpired
notice to the date of termination. There is an obligation on
directors to mitigate any loss which they may suffer if the
Company terminates their service contract. The Committee will
take such mitigation obligation into account when determining
the amount and timing of any compensation payable to any
departing director.
A director shall also be entitled to a payment in respect of
accrued but untaken holiday and any statutory entitlements on
termination. No compensation is paid for dismissal, save for
statutory entitlements.
A director shall be entitled to receive a redundancy payment in
circumstances where in the judgement of the Committee they
satisfy the statutory tests governing redundancy payments.
Any redundancy payment shall be calculated by reference to
the redundancy payment policy in force for all employees in
the relevant country at the time of the redundancy.