Carphone Warehouse 2016 Annual Report Download - page 44

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Dixons Carphone plc Annual Report and Accounts 2015/16
Corporate Governance
Corporate Governance Report
42
Committee members
There are three main Board committees: Audit, Nominations and Remuneration. The committees are provided with sufficient
resources via the Company Secretary and, where necessary, have direct access to independent professional advisors to
undertake their duties.
Audit
(pages 50 to 54)
Nominations
(pages 55 to 56)
Remuneration
(pages 57 to 81)
Sir Charles Dunstone C
Lord Livingston of Parkhead(1) M C
Tony DeNunzio CBE M M
A
ndrea Gisle Joosen M M
Tim How M
Jock Lennox C
Baroness Morgan of Huyton M
Gerry Murphy M
Former Directors
John Gildersleeve(2) M C
Roger Taylor M
C – Chairman M – Member
(1) Lord Livingston was appointed Chairman of the Remuneration Committee upon his appointment to the Board on 16 December 2015.
(2) John Gildersleeve was Chairman of the Remuneration Committee until his resignation on 16 December 2015.
Board governance matters
The Chairman is responsible for ensuring that all directors are
properly briefed on issues arising at Board meetings and that
they have full and timely access to relevant information. The
Company uses an electronic board paper system which
enables the safe and secure dissemination of quality
information to the Board. All Board papers are sent out on a
timely basis with sufficient information for the directors to be
able to discharge their duties. The format, content and timely
production of Board papers is a continually evolving process to
ensure relevance and clarity of communication. Formal
minutes of the Board and committee meetings are prepared by
the Company Secretary and approved by the Board and
committees at their next meeting.
The Chairman meets regularly with all the non-executive
directors, usually on an evening prior to a Board meeting when
board dinners are held. This provides the opportunity to
discuss, amongst other matters, corporate strategy and
business performance.
The Board holds meetings at a variety of the Group’s locations,
including overseas, to assist all Board members in gaining a
deeper understanding of the business. This also provides
senior management across the Group with the opportunity to
meet the Board. This year, Board meetings were held in
Newark in Nottinghamshire as well as in Norway and Greece.
Visiting our various operational locations also enables the
Board to meet other members of the team, and to visit stores
throughout the business’s portfolio.
New directors appointed to the Board receive a personal
induction programme, together with guidance and training
appropriate to their level of previous experience. Each director
is given the opportunity to meet with senior management and
store colleagues and to visit the Group’s sites both in the UK
and overseas. This enables familiarisation with the businesses,
operations, systems and markets in which the Group operates.
New directors are also encouraged to meet with the Group’s
auditor and advisors. As newly appointed Non-Executive
Directors, both Lord Livingston and Tony DeNunzio were given
individual induction programmes tailored to their specific roles,
as Deputy Chairman and Senior Independent Director
respectively, and also as members of the Nominations and
Remuneration committees.
The Board receives updates on corporate governance best
practice as appropriate throughout the year.
00_DC 2016 Annual Report.pdf 42 11/07/2016 18:34