Vodafone 1998 Annual Report Download - page 29

Annual Report and Accounts 1998 - Directors Information - Report of the Directors
The Company presently has ten directors, seven of whom served throughout the year ended 31 March 1998. Their
biographical details are set out briefly. Five of the directors, Sir Ernest Harrison (the Chairman), Sir Gerald Whent (the
Deputy Chairman), Professor Sir Alec Broers, Lord MacLaurin and Sir David Scholey, served as non-executive directors. The
five executive directors are C C Gent (the Chief Executive), P R Bamford, D Channing Williams, J M Horn-Smith and K J
Hydon. P R Bamford was appointed to the Board with effect from 1 April 1998. Professor Sir Alec Broers and Sir David
Scholey joined the Board on 1 January 1998 and 1 March 1998 respectively. E J Peett retired from the Board in October
1997 and Sir William Barlow and Sir Robert Clark retired from their positions as non-executive directors on 31 March 1998.
In accordance with the requirements of the Company's Articles of Association, D Channing Williams and J M Horn-Smith will
retire by rotation at the Company's Annual General Meeting and, being eligible, will offer themselves for re-election. P R
Bamford, Professor Sir Alec Broers and Sir David Scholey will also retire at the Annual General Meeting and offer themselves
for re-election, having joined the Board since the date of the last Annual General Meeting and therefore being required to
offer themselves for election by the shareholders.
Other than their service contracts, none of the directors had a material interest in any contract of significance to which the
Company or any of its subsidiaries was a party during the financial year.
Committees of the Board
The standing Board committees are the Audit Committee, the Nominations Committee and the Remuneration Committee.
The Audit Committee, which usually meets on three occasions in the year, is chaired by Sir Ernest Harrison. Sir William
Barlow and Sir Robert Clark served on the Audit Committee until their retirements from the Board in March 1998, since when
Lord MacLaurin and Sir David Scholey have become Committee members. The Nominations Committee meets as required
under the chairmanship of Sir Ernest Harrison. Lord MacLaurin and C C Gent also serve on this Committee, Sir William
Barlow and Sir Robert Clark having done so until March 1998. The Remuneration Committee is chaired by Lord MacLaurin
and he is joined by Sir Ernest Harrison, Professor Sir Alec Broers and Sir David Scholey. Sir William Barlow and Sir Robert
Clark served on this Committee until their retirements in March 1998.
Directors' interests in the shares of Vodafone Group Plc
The Report of the Remuneration Committee details the directors' interests in the shares of Vodafone Group Plc.
Employee involvement
Employee involvement is actively encouraged throughout the Group. In practice, the managing director of each of the
subsidiary companies is responsible for evolving a consultative policy, supported by the Board.
Employee involvement is achieved through:
● Directors' presentations - made to staff within subsidiary companies;
● Team briefing - a systematic method of employee communication covering all employees, at which employees are
encouraged to put forward their ideas;
● Internal written communications - comprising company newsletters, staff notices and bulletins and the internal
distribution of official press releases;
● Social functions - the Company actively encourages and financially supports a wide range of sports and social
functions across the Group for its employees.
UK employee share schemes
The directors are committed to the principle that all employees should be able to participate in the Company's success by
assistance with share ownership. Two schemes approved by the Inland Revenue have been established which allow all
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