Carphone Warehouse 2016 Annual Report Download - page 63

Download and view the complete annual report

Please find page 63 of the 2016 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 160

  • 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
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160

Dixons Carphone plc Annual Report and Accounts 2015/16
Corporate Governance
61
Long term incentive scheme (variable pay): Long Term Incentive Plan (‘LTIP’)
•Purpose and link to strategy Long term incentive schemes are transparent and demonstrably aligned with the
interests of shareholders over the long term.
The LTIP is designed to reward and retain executives over the longer term whilst aligning
an individual’s interests with those of shareholders and in turn delivering significant
shareholder value.
•Operation Discretionary awards of nil-priced options or conditional share awards are granted over
Dixons Carphone plc shares.
A
wards will be granted annually and will usually vest after three years subject to
continued service and the achievement of performance conditions.
The level of vesting is dependent on achievement of performance targets, usually over
a three year period.
The post-tax number of share awards vesting will be subject to a further two year
holding period, during which they cannot be sold, unless in exceptional circumstances
and with the Committee’s permission.
Dividend equivalents may be accrued on the shares earned from any award.
A
wards will be subject to recovery and withholding provisions for material misstatement,
misconduct and reputational damage enabling performance adjustments and / or
recovery of sums already paid. These provisions will apply for up to three years
after vesting.
If employment ceases during the vesting period, awards will ordinarily lapse in full,
unless the Committee exercises its discretion.
The Committee has the discretion in certain circumstances to grant and / or settle
an award in cash. For the executive directors this would only be used in exceptional
circumstances.
In the event of a change of control, any unvested awards will vest immediately, subject
to satisfaction of performance conditions and reduction on a time-apportioned basis.
•Maximum opportunity Grants under the
L
TIP are subject to overall dilution limits.
Subject to approval at the forthcoming AGM, the normal maximum grant per participant
in any financial year will be a market value of 275% of base salary, with up to 375%
in exceptional circumstances, e.g. recruitment.
More details on the proposed award levels for executive directors in 2016 are set out
in the Annual Remuneration Report on page 71.
•Performance assessment
/
targets Performance targets are reviewed by the Committee prior to each grant and are set
to reflect the key priorities of the business at that time.
The Committee determines the metrics from a range of measures, including but not
limited to, market-based performance measures such as TSR and the internal financial
metrics such as EPS. The Committee retains the flexibility to introduce new measures in
the future if considered appropriate given the business context, although TSR will not be
weighted any less than 40% of the total award. Material changes will be subject to
consultation with major shareholders.
The proposed metrics for awards will be set out in the Annual Remuneration Report.
00_DC 2016 Annual Report.pdf 61 11/07/2016 18:34