Carphone Warehouse 2015 Annual Report Download - page 67

Download and view the complete annual report

Please find page 67 of the 2015 Carphone Warehouse annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 152

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152

Dixons Carphone plc Annual Report and Accounts 2014/15
Corporate Governance
Remuneration report – Annual Remuneration report
65
Introduction
This part of the report has been prepared in accordance with
Part 3 of Schedule 8 to the Large and Medium-Sized
Companies and Groups (Accounts and Reports) Regulations
2008 (as amended), and contain those elements required by
section 9.8.6R and stipulated in 9.8.8 of the Listing Rules. This
Annual Remuneration report will be put to an advisory vote at
the Company’s 2015 Annual General Meeting.
The following sections set out how the Remuneration Policy
was implemented during 2014/15 and how it will be
implemented for the following year.
Service Agreements
Service contracts
The following table summarises key terms of the service
contracts in place with the executive directors:
Date of contract
Sebastian James 29 Mar 12
A
ndrew Harrison 29 Oct 13
Humphrey Singer 2 Sep 11
Katie Bickerstaffe 29 Mar 12
Graham Stapleton 5 Oct 11
With the exception of Andrew Harrison, all the above executive
directors were appointed to the Board on 6 August 2014.
Nigel Langstaff resigned from the Board as executive director
on 6 August 2014. More details are set out in the Directors’
remuneration tables on page 68 and 69.
Letter of appointment
Non-executive directors are normally appointed for three year
terms, although appointments may vary depending on length
of service and succession planning considerations.
Appointments are reviewed annually by the Nominations
Committee and recommendations made to the Board
accordingly. The date of the letters of appointment and expiry
of current terms are shown below.
Letters of
appointment
Expiry of
current term
Sir Charles Dunstone 17 Jun 14 16 Jun 17
John Gildersleeve 17 Jun 14 16 Jun 17
A
ndrea Gisle Joosen 17 Jun 14 16 Jun 17
Tim How 17 Jun 14 16 Jun 17
Jock Lennox 17 Jun 14 16 Jun 17
Baroness Morgan of Huyton 17 Jun 14 16 Jun 17
Gerry Murphy 17 Jun 14 16 Jun 17
Roger Taylor 17 Jun 14 16 Jun 17
Tim How, Jock Lennox and Andrea Gisle Joosen were
appointed to the Board on 6 August 2014 and at the same
date John Allwood resigned from the Board. John Allan was
appointed to the Board on 6 August 2014 and resigned on
17 February 2015. More details are set out in the single figure
of total Directors’ remuneration tables on pages 68 and 69.
Remuneration committee membership and attendance
Members
Membership of the Committee comprises four non-
executive directors, their names and attendance record are
set out in the table below and their biographies and
qualifications are set out on pages 36 and 37. The
Company’s Deputy Chairman is a member of the
Committee but is not its Chair. The Committee’s terms of
reference are available on the Company’s corporate
website.
Meetings
The Remuneration Committee met four scheduled times
during the period under review and since the year end there
have been a further three meetings.
Scheduled meetings
Members during the year
John Gildersleeve (Chairman) 4 of 4
A
ndrea Gisle Joosen(1) 3 of 3
Tim How(1) 3 of 3
Roger Taylor(1) 3 of 3(4)
Former members
John Allwood(2) 1 of 1
Baroness Morgan of Huyton(3) 1 of 1
Gerry Murphy(3) 1 of 1
(1) Appointed to the Committee 6 August 2014.
(2) Resigned 6 August 2014.
(3) Resigned from the Committee on 6 August 2014.
(4) Roger Taylor also attended the fourth meeting but by invitation
not as a member.