Carphone Warehouse 2015 Annual Report Download - page 66

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Dixons Carphone plc Annual Report and Accounts 2014/15
Corporate Governance
Remuneration Policy report
64
If a director’s employment terminates prior to the relevant
annual bonus payment date, ordinarily no bonus is payable for
that financial year. The Committee shall retain discretion to
make a pro-rated bonus payment and / or payment of a
retention bonus in circumstances where it would be
appropriate to do so having regard to the contribution of the
director during the financial year, the circumstances of the
departure and the best interests of the Company.
Any entitlements under long term incentive schemes operated
by the Company shall be determined based on the rules of the
relevant scheme. The default position under the Dixons
Carphone Share Plan is that awards will lapse on the
termination of employment unless the Committee exercises the
discretion set out in the scheme rules. The Committee retains
the discretion to prevent awards from lapsing depending on
the circumstances of the departure and the best interests of
the Company.
The Committee shall be entitled to exercise its judgement with
regard to settlement of potential claims, including but not
limited to wrongful dismissal, unfair dismissal, breach of
contract and discrimination, where it is appropriate to do so in
the interests of the Company and its shareholders.
In the event that any payment is made in relation to termination
for an executive director, this will be fully disclosed in the
following Annual Remuneration report.
A timely announcement with respect to the termination of any
director’s appointment will be made to the regulatory news
service and posted on the Company’s corporate website.
Service agreements
Service agreements for executive directors
Each of the executive directors’ service agreements
provides for:
• the reimbursement of expenses incurred by the executive
director in performance of their duties;
• 25 days paid holiday each year for Sebastian James,
Humphrey Singer and Katie Bickerstaffe (full time
equivalent); 27 days for Andrew Harrison and Graham
Stapleton;
• sick pay; and
• notice periods whereby Sebastian James, Humphrey Singer
and Katie Bickerstaffe each have a notice period of
12 months from the Company and six months from the
director. Andrew Harrison has a notice period of 12 months
and Graham Stapleton six months from either party.
In situations where an executive director is dismissed, the
Committee reserves the right to make additional exit payments
where such payments are made in good faith, such as:
• in discharge of a legal obligation; and
• by way of settlement or compromise of any claim arising in
connection with the termination of the director’s office and
employment.
Letters of appointment
Each of the non-executive directors has a letter of
appointment. The Company has no age limit for directors.
Non-executive directors derive no other benefit from their
office, except that the Committee retains the discretion to
continue with existing remuneration provisions, including
pension contributions and the provision of benefits, where an
executive director becomes a non-executive director. It is
Company policy not to grant share options or share awards to
non-executive directors. The Chairman, Deputy Chairman and
the other non-executive directors have a notice period of three
months from either party.
Appointments are reviewed annually by the Nominations
Committee and recommendations made to the Board
accordingly.
External appointments
The Board supports executive directors taking non-executive
directorships as a part of their continuing development, and
has agreed that the executive directors may retain their fees
from one such appointment. Further details on current external
directorships and fees can be found in the Annual
Remuneration report.
Availability for inspection
The service agreements for the executive directors and the
letters of appointments for the non-executive directors are
available for inspection at the Company’s registered office and
at the venue for the Annual General Meeting, 15 minutes prior
to and during the meeting.
Legacy arrangements
For the avoidance of doubt, in approving the Remuneration
Policy report, authority is given to the Company to honour
any commitments previously entered into with the current or
former directors which have been disclosed previously to
shareholders.