Vodafone 2005 Annual Report Download - page 71

Governance |69
In addition, an allowance of £6,000 is payable each time a non-European based non-
executive director is required to travel to attend Board and Committee meetings, to
reflect the additional time commitment involved.
Details of each non-executive director’s remuneration are included in the table on
page 70.
Non-executive directors do not participate in any incentive or benefit plans. The
Company does not provide any contribution to their pension arrangements. The
Chairman is entitled to the provision of a fully-expensed car or car allowance.
Service contracts and appointments of directors
Executive directors
The Remuneration Committee has determined that, after an initial term that may be of
up to two years’ duration, executive directors’ contracts should thereafter have rolling
terms and be terminable on no more than one year’s notice. No payments should
normally be payable on termination other than the salary due for the notice period and
such entitlements under incentive plans and benefits that are consistent with the terms
of such plans.
Details of the contract terms of the executive directors follow:
Contract start date Unexpired term* Notice period
Arun Sarin 1 April 2003 Indefinite 1 year
Peter Bamford 1 April 1998 Indefinite 1 year
Thomas Geitner 1 June 2005 Indefinite 1 year
Sir Julian Horn-Smith 4 June 1996 Indefinite 1 year
Ken Hydon 1 January 1997 Indefinite 1 year
* until normal retirement age.
At the time of his appointment to the Board, Thomas Geitner was employed under a
fixed term five-year service contract with Mannesmann AG (now Vodafone Holding
GmbH), which was the normal contract arrangement for Mannesmann AG board
members. Mr Geitner entered into a new contract with the Company in June 2005
which provides similar terms to the other executive directors.
All the UK based executive directors have, whilst in service, entitlement under a long
term disability plan from which two-thirds of base salary would be provided until
normal retirement date. In the event of disability, Thomas Geitner would receive his
normal retirement pension based on his accrued service.
Retirement of Ken Hydon
Ken Hydon, the Company’s Financial Director, will retire from the Company following
the AGM on 26 July 2005. As well as his pension entitlement (see Pensions section on
page 71), Mr. Hydon will be entitled to subsisting awards, pro-rated for both time and
performance, in accordance with the standard rules of each incentive plan in which he
participates. The Remuneration Committee agreed that he would be offered the
opportunity to purchase his company car on leaving the Company. No severance
payment will be payable to him.
Resignation of Vittorio Colao
Vittorio Colao resigned from the Board and left the Company on 11 July 2004. He
received no severance payment and his entitlements under the incentive plans in which
he participated were determined by the standard rules applicable. All long term
incentive awards lapsed upon his resignation.
Fees retained for non-executive directorships in other companies
Some executive directors hold positions in other companies as non-executive directors.
The fees received in respect of the 2005 financial year and retained by directors were
as follows:
Fees retained by the
Company in which non- individual in the 2005
executive directorship is held financial year (£’000)(1)
Thomas Geitner Singulus Technologies AG 61.8
Vittorio Colao RAS SpA 11.2
Sir Julian Horn-Smith Smiths Group plc 45.3
LloydsTSB Group plc 13.7
Ken Hydon Reckitt Benckiser plc 50.0
Tesco PLC 57.2
(1) Fees were retained in accordance with Company policy
Chairman and non-executive directors
After completing an initial three-year term, in March 2003, the Chairman accepted the
invitation of the Nominations and Governance Committee and the Board to continue in
office. The appointment continues indefinitely and may be terminated by either party
on one year’s notice.
Non-executive directors, including the Deputy Chairman, are engaged on letters of
appointment that set out their duties and responsibilities. The appointment of non-
executive directors may be terminated without compensation.
The terms and conditions of appointment of non-executive directors are available for
inspection by any person at the Company’s registered office during normal business
hours and at the AGM (for 15 minutes prior to the meeting and during the meeting).
Sir John Bond was appointed to the Board as a non-executive director with effect from
1 January 2005 and holds office on the same terms as other non-executive directors.
TSR performance
The following chart shows the performance of the Company relative to the FTSE100
index and the FTSE Global Telecommunications index, which are the most relevant
indices for the Company.
Graph provided by Towers Perrin and calculated according to a methodology that is
compliant with the requirements of the regulations. Data Sources: FTSE and
Datastream
N.B. Performance of the Company shown by the graph is not indicative of vesting
levels under the Company’s various incentive plans.
Mar 00 Mar 01 Mar 02 Mar 03 Mar 04 Mar 05
£150
£125
£100
£75
£50
£25
Historical TSR Performance Growth in the Value of a Hypothetical
£100 Holding up to March 2005 FTSE Global Telecoms and FTSE 100
Comparison Based on 30 Trading Day Average Values
Vodafone Group Plc
FTSE 100
FTSE Global Telecoms
Value of a Hypothetical £100 Holding