Vodafone 1998 Annual Report Download - page 19

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Annual Reports and Accounts 1998 - Directos Information - Report of the Remuneratrion Committee
REPORT OF THE REMUNERATION COMMITTEE
Composition of the Committee
The Remuneration Committee of the Board is chaired by Lord MacLaurin and consists only of non-executive directors of the
Company. Sir William Barlow and Sir Robert Clark served on the Committee until their retirement from the Board. Lord
MacLaurin is now assisted by Sir Ernest Harrison, Professor Sir Alec Broers and Sir David Scholey.
Remuneration policy
In determining the Company's broad policy for executive remuneration, and in particular the remuneration package for each
of the executive directors, the Committee aims to provide remuneration which is competitive and which ensures the right
rewards are given to motivate, incentivise and retain the senior executives of the Group. When appropriate, the Committee
invites the views of the Chief Executive and the Group Director of Personnel and commissions reports from expert
remuneration consultants. The results of market surveys and other analyses from external sources are also made available
to the Committee, which has resolved to review its policy with the Board on a regular basis to ensure it continues to meet the
Company's requirements and to comply with best practice.
Salaries and benefits
The remuneration package of the executive directors is made up of a number of elements. Each is paid an annual salary, on
which pension benefits are calculated, and is provided with a car, health care benefits and a mobile telephone, all of which
are subject to income tax. The executive directors participate in the Company's executive share option schemes and are
entitled to participate in its all-employee share schemes, the savings related share option scheme and the profit sharing
share scheme, further details of which are provided below and in the Report of the Directors. There are presently no bonuses
or other incentive payments.
After a thorough review the Remuneration Committee has recommended to the Board the introduction of two new incentive
schemes. These recommendations are to be put to the Company's shareholders at the Annual General Meeting on 21 July
1998 and are the subject of a separate letter to shareholders from the Chairman.
All executive directors are contributing members of the Vodafone Group Directors Pension Scheme, which is a scheme
approved by the Inland Revenue. P R Bamford, whose benefits as a new member of the scheme are restricted by Inland
Revenue earnings limits, also participates in a defined contribution funded unapproved retirement benefits scheme in order to
bring his benefits into line with those of the other executive directors. The normal retirement age for the payment of benefits
under the scheme was reduced from 65 to 60 during the year. Details of the salaries and benefits of all the directors are set
out in the table Remuneration for the year to 31 March 1998. A separate table shows the pension benefits earned by the
directors in the year.
http://www.vodafone.com/download/investor/reports/annual98/directorsinfo/remuneration.html (1 of 7)29/03/2007 23:06:30