This excerpt taken from the BBY 8-K filed Feb 1, 2010.
New Carphone Warehouse Remuneration Committee
The New Carphone Warehouse Remuneration Committee will comprise the following independent non-executive New Carphone Warehouse Directors: John Gildersleeve, Baroness Morgan and John Allwood. John Gildersleeve will act as chairman.
The New Carphone Warehouse Remuneration Committee will meet at least twice a year. Other New Carphone Warehouse Directors, the company secretary, representatives from the human resources teams, and advisers will attend by invitation only.
The terms of reference under which the New Carphone Warehouse Remuneration Committee will operate state that the New Carphone Warehouse Remuneration Committee is authorised by the New Carphone Warehouse Board:
· to investigate the remuneration paid to the directors and senior management of other companies of a similar size in a comparable industry sector in the UK and the relative performance of such companies;
· to obtain information on the remuneration of any employee of the New Carphone Warehouse Group;
· to seek advice from the company secretary and the in-house legal and human resources departments and to obtain legal, human resources and other independent professional advice;
· to secure the attendance of any person with relevant experience and expertise at committee meetings if it considers this appropriate;
· to determine remuneration packages, including salaries, pensions, bonuses, share options or other long term incentive arrangements and all other terms and conditions of service and termination payments of executive board directors within the New Carphone Warehouse Group and the chairman of New Carphone Warehouse;
· to recommend and monitor the level and structure of remuneration including pensions and compensation payments for senior management;
· to approve any new contract of employment within the New Carphone Warehouse Group where the total remuneration and benefits payable to the employee in respect of salary, including bonuses, would exceed £500,000 (or its equivalent) per annum or the gross amount of compensation (ignoring mitigating or any other factors reducing the amount payable) on termination of any such contract would exceed £500,000 (or its equivalent);
· to approve any contract of employment within the New Carphone Warehouse Group which has an original fixed term of two years or more taking into account any period of notice required to terminate such contract;
· to approve any contract of employment within the New Carphone Warehouse Group requiring more than 12 months notice to determine;
· to approve the confirmation of the employment of New Carphone Warehouse Directors beyond the normal retirement age of 65;
· to act as the sole body instructed and authorised to exercise any power or discretion vested in the New Carphone Warehouse Board under any share option or bonus or incentive schemes of whatever nature established for the benefit of employees of the New Carphone Warehouse Group;
· to agree the policy for authorising claims for expenses from the chief executive and chairman of New Carphone Warehouse;
· to be aware of and advise on any major changes in employee benefits structures throughout New Carphone Warehouse;
· to be exclusively responsible for establishing the selection criteria, selecting, appointing and setting the terms of reference for any remuneration consultants who advise the New Carphone Warehouse Remuneration Committee;
· to report the frequency of, and attendance by members at, New Carphone Warehouse Remuneration Committee meetings in New Carphone Warehouses annual reports;
· to make available the New Carphone Warehouse Remuneration Committees terms of reference in accordance with the Combined Code, review the same and, where necessary, update them annually;
· to produce each year a remuneration report, including pensions, on behalf of New Carphone Warehouse; and
· to review and/or determine other matters that may be delegated by the New Carphone Warehouse Board to the New Carphone Warehouse Remuneration Committee from time to time.