Vodafone 2009 Annual Report Download - page 63

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Governance
Vodafone Group Plc Annual Report 2009 61
Awards made to executive directors during the 2009 nancial year
Reward elements Vittorio Colao Andy Halford
Base salary Vittorio’s base salary was increased from £840,000
to £975,000 when he was promoted to Group Chief
Executive on 29 July 2008.
Andy’s base salary was increased from £642,000 to £674,100
on 1 July 2008.
Annual bonus The target bonus was £932,452 and the maximum bonus
was £1,864,904.
The target bonus was £666,075 and the maximum bonus
was £1,332,150.
Long term incentive plan In July 2008, the base award for the Chief Executive had
a face value of 137.5% of base salary at target.
In July 2008, the base award for the Chief Financial Officer
had a face value of 110% of base salary at target.
Investment opportunity Vittorio invested the maximum possible into the GLTI plan
(866,086 shares) and therefore received a matching award
with a face value of 100% base salary at target.
Andy invested the maximum possible into the GLTI plan
(565,703 shares) and therefore received a matching award
with a face value of 100% base salary at target.
Arun Sarin
Arun stepped down from the Board on 29 July 2008, and later retired from the business on 28 February 2009. He was available for consultation during this period, over
which, Arun received a nominal base salary of £1 and no bonus or new GLTI grant in July 2008. On retirement, Arun’s long term incentive awards vested on a pro-rated basis
(for both time and performance). Arun also had a contractual entitlement to £500,000 in connection with relocation to the US.
Amounts executive directors will actually receive in the 2010 nancial year
As previously explained, a very large percentage of the executive directors’ package is made up of variable pay subject to performance. The information below explains
what the executive directors who were on the Board on 31 March 2009 will actually receive from awards made previously with performance conditions which ended on
31 March 2009, but that will vest in the 2010 financial year.
The executive directors 2008/09 GSTIP is payable in June 2009. Later in 2009, the matching shares from the 2007 deferred share bonus arrangement will vest, as will the
GLTI share options granted in 2006. The threshold relative TSR performance target for the 2006 GLTI performance shares was not met and, as such, no shares will vest from
this award. In all cases performance was determined as at 31 March 2009 year end. These figures are set out in the table below (only the 2008/09 GSTIP payment is included
in the audited section towards the end of the directors’ remuneration report).
Vittorio Colao Andy Halford
Base salary
Base salary set in July 2008 (no base salary increase in July 2009)(1) £975,000 £674,100
GSTIP (Annual bonus)(2)
Target (100% of base salary earned over 2009) £932,452 £666,075
Percentage of target achieved for the 2009 financial year 94.5% 97.6%
Actual bonus payout in June 2009 £881,257 £650,089
Deferred share bonus
Number of matching shares awarded in June 2007 153,671 275,820
Vesting percentage based on two year cumulative free cash flow 100% 100%
Matching shares vesting in June 2009 153,671 275,820
GLTI share options
Exercise price 135.5p 115.25p
GLTI share options awarded in July 2006(3) 3,472,975 3,062,396
Vesting percentage based on three year earnings per share (‘EPS’) growth 100% 100%
GLTI share options vesting in 2009 3,472,975 3,062,396
GLTI performance shares
GLTI performance share awarded in July 2006(3) 1,073,465 946,558
Vesting percentage based on relative TSR 0% 0%
GLTI performance shares vesting in 2009 nil nil
Notes:
(1) Michel Combes and Steve Pusey have been appointed as directors with effect from 1 June 2009 and their base salaries are £740,000 and £500,000 respectively.
(2) More information on key performance indicators, against which Group performance is measured, can be found in “Key performance indicators” on page 24.
(3) Vittorio Colao’s 2006 awards were granted after joining in October 2006.