Vodafone 2009 Annual Report Download - page 56

54 Vodafone Group Plc Annual Report 2009
briefing meetings with major institutional shareholders in the UK, the US and in •
Continental Europe after the half-year results and preliminary announcement, to
ensure that the investor community receives a balanced and complete view of the
Group’s performance and the issues faced by the Group;
regular meetings with institutional investors and analysts by the Chief Executive •
and the Chief Financial Officer to discuss business performance;
hosting investors and analysts sessions at which senior management from •
relevant operating companies deliver presentations which provide an overview of
each of the individual businesses and operations;
attendance by senior executives across the business at relevant meetings and •
conferences throughout the year;
responding to enquiries from shareholders and analysts through the Company’s •
Investor Relations team; and
a section dedicated to shareholders on the Company’s website, •
www.vodafone.com/shareholder.
Overall responsibility for ensuring that there is effective communication with
investors and that the Board understands the views of major shareholders on matters
such as governance and strategy rests with the Chairman, who makes himself
available to meet shareholders for this purpose.
The senior independent director and other members of the Board are also available
to meet major investors on request. The senior independent director has a specific
responsibility to be available to shareholders who have concerns, for whom contact
with the Chairman, Chief Executive or Chief Financial Officer has either failed to
resolve their concerns, or for whom such contact is inappropriate.
At the 2007 AGM, the shareholders approved amendments to the articles which enabled
the Company to take advantage of the provisions in the Companies Act 2006 (effective
from 20 January 2007) to communicate with its shareholders electronically. Following
that approval, unless a shareholder has specifically asked to receive a hard copy, they
will receive notification of the availability of the annual report on the Company’s website
at www.vodafone.com/investor. For the 2009 financial year, shareholders will receive
the notice of meeting and form of proxy in paper through the post unless they have
previously opted to receive email communications. Shareholders continue to have
the option to appoint proxies and give voting instructions electronically.
The principal communication with private investors is via the annual report and
through the AGM, an occasion which is attended by all the Company’s directors and
at which all shareholders present are given the opportunity to question the Chairman
and the Board as well as the Chairmen of the Audit, Remuneration and Nominations
and Governance Committees. After the AGM, shareholders can meet informally
with directors.
A summary presentation of results and development plans is also given at the AGM
before the Chairman deals with the formal business of the meeting. The AGM is
broadcast live on the Group’s website, www.vodafone.com/agm, and a recording of
the webcast can subsequently be viewed on the website. All substantive resolutions
at the Company’s AGMs are decided on a poll. The poll is conducted by the Company’s
registrars and scrutinised by Electoral Reform Services. The proxy votes cast in
relation to all resolutions, including details of votes withheld, are disclosed to those
in attendance at the meeting and the results of the poll are published on the
Company’s website and announced via the regulatory news service. Financial and
other information is made available on the Company’s website, www.vodafone.com/
investor, which is regularly updated.
Political donations
At last year’s AGM, held on 29 July 2008, the directors sought and received
shareholders’ approval for the Company and its subsidiaries to be authorised, for the
purposes of Part 14 of the Companies Act 2006, to make political donations and to
incur political expenditure during the period from the date of the AGM to the
conclusion of the AGM in 2012 or 29 July 2012, whichever is earlier, up to a maximum
aggregate amount of £100,000 per year.
Neither the Company nor any of its subsidiaries have made any political donations
during the year.
Remuneration Committee
The members of the Remuneration Committee during the year, together with a
record of their attendance at scheduled meetings which they were eligible to attend,
are set out below:
Meetings attended
Luc Vandevelde, Chairman 5/5
Simon Murray 4/5
Anthony Watson 5/5
Philip Yea 4/5
Professor Jürgen Schrempp (until 29 July 2008) 0/1
In addition to scheduled meetings, there are a number of ad hoc meetings to deal
with specific matters. The responsibilities of the Remuneration Committee include:
determining, on behalf of the Board, the Company’s policy on the remuneration •
of the Chairman, the executive directors and the senior management team of
the Company;
determining the total remuneration packages for these individuals, including any •
compensation on termination of office; and
appointing any consultants in respect of executive directors’ remuneration. •
The Chairman and Chief Executive may attend the Remuneration Committee’s
meetings by invitation. They do not attend when their individual remuneration is
discussed and no director is involved in deciding his own remuneration.
Further information on the Remuneration Committee’s activities is contained in
“Directors’ remuneration” on pages 57 to 67.
Executive Committee
The executive directors, together with certain other Group functional heads and
regional chief executives, meet 12 times a year as the Executive Committee under
the chairmanship of the Chief Executive. The Executive Committee is responsible for
the day-to-day management of the Group’s businesses, the overall financial
performance of the Group in fulfilment of strategy, plans and budgets and Group
capital structure and funding. It also reviews major acquisitions and disposals. The
members of the Executive Committee and their biographical details are set out on
pages 48 to 50.
Strategy Board
The Strategy Board meets three times each year to discuss strategy. This is attended
by Executive Committee members and the Chief Executive Officers of the major
operating companies and other selected individuals based on Strategy Board topics.
Company Secretary
The Company Secretary acts as Secretary to the Board and to the committees of the
Board and, with the consent of the Board, may delegate responsibility for the
administration of the committees to other suitably qualified staff. He:
assists the Chairman in ensuring that all directors have full and timely access to all •
relevant information;
is responsible for ensuring that the correct Board procedures are followed and •
advises the Board on corporate governance matters; and
administers the procedure under which directors can, where appropriate, obtain •
independent professional advice at the Company’s expense.
The appointment or removal of the Company Secretary is a matter for the Board as
a whole.
Relations with shareholders
The Company is committed to communicating its strategy and activities clearly to
its shareholders and, to that end, maintains an active dialogue with investors through
a planned programme of investor relations activities. The investor relations
programme includes:
formal presentations of full year and half-year results and interim management
•
statements;
Corporate governance continued