Vodafone 1998 Annual Report Download - page 20

Annual Reports and Accounts 1998 - Directos Information - Report of the Remuneratrion Committee
Annual salaries are reviewed each year with effect from 1 July and the Remuneration Committee takes into account not only
the individual performances and contributions of each of the executive directors but also the overall performance of the
Group, the earnings per share of the Company, the level of increases awarded to staff throughout the Group and information
provided to it on the salaries for similar roles in comparable companies. If the responsibilities of executive directors change
during the year, the Committee meets to discuss and review remuneration packages, including salaries, at that time.
Executive share ownership
The Remuneration Committee believes that share ownership by executive directors increases the link between the interests
of the directors and the interests of the Company's shareholders. The Company's executive share option schemes, in which
almost three hundred of the Group's directors, executives and senior managers participate, are operated on the basis that
options over the Company's shares may be granted once each year at, for directors, a multiple of one times taxable earnings
subject to an overall maximum holding equivalent to four times taxable earnings at the date of grant. The savings related
share option scheme permits employees to save a fixed sum each month, up to a maximum of £250 per month, for three or
five years and to use the proceeds of the savings to exercise options granted at a price 20% below the market price of the
shares at the beginning of the savings period. The profit sharing share scheme similarly permits eligible employees to
contribute up to 5% of their salary each month, up to a maximum of £665 per month, to enable trustees of the scheme to
purchase shares on their behalf, with an equivalent number of shares being purchased for the employee by the Company. All
the executive directors, other than P R Bamford, participate in each of the share schemes. Share options are analysed in the
Share options table.
Service contracts
The Remuneration Committee has determined that new appointments of executive directors to the Board will be on the terms
of a contract which can be terminated by the Company at the end of an initial term of two years or at any time thereafter on
one year's notice. Contracts on such a basis were granted to D Channing Williams and J M Horn-Smith on 4 June 1996, to C
C Gent and K J Hydon on 1 January 1997 and to P R Bamford on 1 April 1998. The service contracts of all the executive
directors contain a provision increasing the period of notice required from the Company to two years in the event that the
contract is terminated by the Company within one year of a change of control of the Company. The directors are required to
give the Company one year's notice if they wish to terminate their contracts.
Non-executive directors
The remuneration of the non-executive directors, including the Chairman, is established by the Board of directors as a whole
and details of each individual non-executive director's remuneration are included in the table below. Except for Sir Gerald
Whent in the period prior to his retirement as Chief Executive on 31 December 1996 and in respect of which residual benefits
remained outstanding, the non-executive directors do not participate in any of the Company's share schemes or other
employee benefit schemes, nor does the Company make any contribution to their pension arrangements. Sir Ernest Harrison
is provided with a car.
The appointments of the Chairman, Sir Ernest Harrison, and the Deputy Chairman, Sir Gerald Whent, are subject to the
terms of, in the case of the Chairman, an agreement between the Company, Racal Electronics Plc and Sir Ernest and, in the
case of the Deputy Chairman, an agreement between the Company and Sir Gerald. Sir Ernest and Sir Gerald will be retiring
from the Board after the Company's Annual General Meeting on 21 July 1998 and their respective agreements will terminate
at that time.
The other non-executive directors are engaged on letters of appointment which set out their duties and responsibilities and
confirm their remuneration. Each of these appointments may be terminated at any time by the Company without the payment
of compensation.
Remuneration for the year to 31 March 1998
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