Carphone Warehouse 2016 Annual Report Download - page 68

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Dixons Carphone plc Annual Report and Accounts 2015/16
Corporate Governance
Remuneration Policy
66
Service contracts will be entered into on terms similar to those
for the existing executive directors, summarised in the
Recruitment table below. However, the Committee may
authorise the payment of a relocation and / or repatriation
allowance, as well as other associated international mobility
terms and benefits, such as tax equalisation and tax advice.
In addition to the annual remuneration elements noted above,
the Committee may consider buying out, on a like-for-like
basis, bonuses and / or incentive awards that an individual
forfeits from a previous employer in accepting the
appointment. The Committee will have the authority to rely on
Listing Rule 9.4.2(2) or exceptional limits of awards of up to
375% of base salary within the Long Term Incentive Plan. If
made, the Committee will be informed by the structure, time
horizons, value and performance targets associated with any
forfeited awards while retaining the discretion to make any
payment or award deemed necessary and appropriate. The
Committee may also require the appointee to purchase shares
in the Company in accordance with its shareholding policy.
With respect to the appointment of a new Chairman or
non-executive director, terms of appointment will be consistent
with those currently adopted. Variable pay will not be
considered and as such no maximum applies. With respect to
non-executive directors, fees will be consistent with the policy
at the time of appointment. If necessary, to secure the
appointment of a new Chairman not based in the UK, payments
relating to relocation and / or housing may be considered.
Elements of remuneration on appointment are set out in
the Recruitment table below.
A timely announcement with respect to any director’s
appointment and remuneration will be made to the
regulatory news services and posted on the Company’s
corporate website.
Recruitment table
A
rea Feature Policy
Service contract and
incentive plan
provisions
Notice period Up to 12 months from either side.
Entitlements on termination As summarised in the Policy on loss of office.
Provisions for mitigation and payment in lieu of notice.
Restrictive covenants Gardening lea
v
e provisions.
Non-compete, non-solicitation, non-dealing and confidentiality
provisions.
V
ariable elements The Committee has the discretion to determine whether an individual
shall participate in any incentive in the year of appointment.
The Committee shall have the discretion to determine appropriate bonus
performance targets if participating in the year of appointment.
A
nnual remuneration Salary To be determined on appointment, taking into account factors including
market levels, experience, internal relativities and cost.
Salary progression If appointed at below market levels, salary may be re-aligned over the
subsequent one to three years subject to performance in role. In this
situation, the Committee reserves the discretion to make increases
above ordinary levels.
This initial market positioning and intention to increase pay above the
standard rate of increase in the Policy table (subject to performance) will
be disclosed in the first remuneration report following appointment.
Benefits and allowances The Committee retains the discretion to provide additional benefits as
reasonably required. These may include, but are not restricted to,
relocation payments, housing allowances and cost of living allowances
(including any tax thereon).