Carphone Warehouse 2015 Annual Report Download - page 72

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Dixons Carphone plc Annual Report and Accounts 2014/15
Corporate Governance
Annual Remuneration report
70
Annual bonus for 2014/15
Measure
As a percentage
of maximum
bonus
opportunity Threshold
Target Maximum Actual Payout
Pro forma Headline EBIT 55% n/a £385 million £405 million £414 million 55%
Pro forma average net (debt) / funds –
variance vs budget 25% £(50) million Budget £50 million £80 million 25%
Return on Capital Employed (ROCE) 20% 15.4% 15.9% 16.4% 20.0% 20%
The maximum annual bonus of 125% of base salary is payable at the maximum level of performance and 75% of base salary
on achievement of target performance.
Non-executive directors’ and chairman’s fees
The fees for the independent non-executive directors are determined by the Board (excluding non-executive directors) after
considering external market research and are reviewed on an annual basis. Factors taken into consideration include the required
time commitment, specific experience and / or qualifications. A base fee is payable and additional fees are paid for chairing and
membership of committees. The Chairman is not involved in the setting of his own salary which is dealt with by the
Remuneration Committee annually. The Deputy Chairman’s fee is set by the Remuneration Committee with the Deputy
Chairman being absent. Non-executive directors receive no variable pay and receive no additional benefits, except in situations
where an executive director becomes a non-executive director and benefit and pension arrangements continue.
For 2015/16, independent non-executive directors will receive a basic fee of £60,000 (2014/15: £45,000) and additional fees as
set out in the table below for chairing or membership of committees. The increase in fees paid to non-executive directors reflects
the increased size and complexity of the Group following the Merger.
2014/15
£000
2013/14
£’000
Chair of Audit Committee 15 15
Member of Audit Committee 5 5
Chair of Nomination Committee(1) 8 8
Member of Nomination Committee 5 5
Chair of Remuneration Committee 15 10
Member of Remuneration Committee 5 5
Chair of Consumer Regulatory and Compliance Committee(2) — 3
(1) The Chairman has chaired the Nominations Committee since 7 August 2014 and receives no further fee.
(2) This Committee ceased to operate as a Board Committee on 13 November 2014.
Percentage change in remuneration (not audited)
Increase percentage figures have not been given for the role of Group Chief Executive as, due to the Merger and change in
incumbent, the figures are not directly comparable. The relevant figures for 2015/16 will be shown in next year’s Remuneration
report. We have however, set out below, the percentage change for all UK head office based employees as this Group provides
the best like-for-like comparison. Changes in salary relating to changes in roles and / or responsibilities have been excluded from
the increase presented for the wider group.
Group Chief
Executive
UK head
office
employees
Salary and fees N/A 2.5%
Taxable benefits(1) N/A 0%
A
nnual bonuses N/A 0%
(1) Taxable benefits have not been separately measured since there have been no material changes in Group benefits year on year.