Vodafone 2010 Annual Report Download - page 55

Governance
Vodafone Group Plc Annual Report 2010 53
Re-election of directors
Although not required by the articles, in the interests of good corporate governance
the directors have resolved that, subject to the recommendation of the Nominations
and Governance Committee, they will all submit themselves for annual re-election
at each AGM. Accordingly, at the AGM to be held on 27 July 2010 all the directors will
offer themselves for re-election with the exception of Simon Murray who is retiring
from the Board.
Independent advice
The Board recognises that there may be occasions when one or more of the directors
feels it is necessary to take independent legal and/or financial advice at the
Company’s expense. There is an agreed procedure to enable them to do so.
Indemnication of directors
In accordance with our articles of association and to the extent permitted by the laws
of England and Wales, directors are granted an indemnity from the Company in
respect of liabilities incurred as a result of their office. In respect of those matters for
which the directors may not be indemnified, we maintained a directors’ and officers’
liability insurance policy throughout the financial year. Neither our indemnity nor the
insurance provides cover in the event that a director is proven to have acted
dishonestly or fraudulently.
Board committees
The Board has established an Audit Committee, a Nominations and Governance
Committee and a Remuneration Committee, each of which has formal terms of
reference approved by the Board. The Board is satisfied that the terms of reference
for each of these committees satisfy the requirements of the Combined Code and
are reviewed internally on an ongoing basis by the Board. The terms of reference for
all Board committees can be found on our website at www.vodafone.com/
governance or a copy can be obtained by application to the Company Secretary at
our registered office.
The committees are provided with all necessary resources to enable them to
undertake their duties in an effective manner. The Company Secretary or her
delegate acts as secretary to the committees. The minutes of committee meetings
are circulated to all directors.
Each committee has access to such information and advice, both from within the
Group and externally, at the Company’s cost as it deems necessary. This may include
the appointment of external consultants where appropriate. Each committee
undertakes an annual review of the effectiveness of its terms of reference and makes
recommendations to the Board for changes where appropriate.
Audit Committee
The members of the Audit 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
John Buchanan 4/4
Alan Jebson 4/4
Nick Land, Chairman and financial expert 4/4
Anne Lauvergeon 4/4
The Audit Committee is comprised of financially literate members having the
necessary ability and experience to understand financial statements. Solely for the
purpose of fulfilling the requirements of the Sarbanes-Oxley Act and the Combined
Code, the Board has designated Nick Land, who is an independent non-executive
director satisfying the independence requirements of Rule 10A-3 of the US Securities
Exchange Act 1934, as its financial expert on the Audit Committee. Further details on
Nick Land can be found in “Board of directors and Group management” on page 49.
The Audit Committee’s responsibilities include:
overseeing the relationship with the external auditor;

reviewing our preliminary results announcement, half-year results and annual 
financial statements;
monitoring compliance with statutory and listing requirements for any exchange 
on which our shares and debt instruments are quoted;
reviewing the scope, extent and effectiveness of the activity of the Group internal 
audit department;
engaging independent advisors as it determines is necessary and to

perform investigations;
reporting to the Board on the quality and acceptability of our accounting policies 
and practices including, without limitation, critical accounting policies and
practices; and
playing an active role in monitoring our compliance efforts for Section 404 of the 
Sarbanes-Oxley Act and receiving progress updates at each of its meetings.
At least twice a year the Audit Committee meets separately with the external auditors
and the Group Audit Director without management being present. Further details on
the work of the Audit Committee and its oversight of the relationships with the
external auditors can be found under “Auditors” and the “Report from the Audit
Committee” which are set out on pages 55 and 56.
Nominations and Governance Committee
The members of the Nominations and Governance 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
Sir John Bond, Chairman 3/3
John Buchanan 3/3
Luc Vandevelde 3/3
The Nominations and Governance Committee’s key objective is to ensure that the
Board comprises individuals with the requisite skills, knowledge and experience to
ensure that it is effective in discharging its responsibilities. The Nominations and
Governance Committee:
leads the process for identifying and making recommendations to the Board of

candidates for appointment as directors giving full consideration to succession
planning and the leadership needs of the Group;
makes recommendations to the Board on the composition of the Nominations 
and Governance Committee and the composition and chairmanship of the Audit
and Remuneration Committees;
regularly reviews the structure, size and composition of the Board including the 
balance of skills, knowledge and experience and the independence of the non-
executive directors, and makes recommendations to the Board with regard to any
change; and
is responsible for the oversight of all matters relating to corporate governance, 
bringing any issues to the attention of the Board.
The Nominations and Governance Committee meets periodically when required. In
addition to scheduled meetings there are a number of ad hoc meetings to address
specific matters. No one other than a member of the Nominations and Governance
Committee is entitled to be present at its meetings. The Chief Executive, other non-
executive directors and external advisors may be invited to attend.
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 3/5
Anthony Watson 5/5
Philip Yea 5/5
Samuel Jonah was appointed to the Remuneration Committee on 11 May 2010.
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 policy on the remuneration of the

Chairman, the executive directors and the senior management team;
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. 