Vodafone 2011 Annual Report Download - page 60

58 Vodafone Group Plc Annual Report 2011
■ 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
We are committed to communicating our strategy and activities clearly to
our shareholders and, to that end, we maintain 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;
■ 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 our performance and the issues we face;
■ regular meetings between institutional investors and analysts and the
Chief Executive and 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 our
Investor Relations team; and
■ www.vodafone.com/investor which is a section dedicated to shareholders
on our website.
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 of
association which enabled us to take advantage of the provisions in the
Companies Act 2006 to communicate with our 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 our website www.vodafone.com/investor. For this 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. We do not intend to send the notice of meeting and form
of proxy to shareholders in paper through the post for the 2012 financial
year unless shareholders have specifically asked to receive communications
in hard copy. Shareholders continue to have the option to appoint proxies
and to 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 our directors and
at which all shareholders present are given the opportunity to question the
Chairman, the Chairmen of the Audit, Nominations and Governance, and
Remuneration Committees and the rest of the Board. 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 our website (www.vodafone.com/agm) and a
recording of the webcast can subsequently be viewed on our website. All
candidates and those shortlisted were met by members of the Board.
Following an interview process, Gerard Kleisterlee was invited to join the
Board and to become Vodafone’s chairman in succession to Sir John Bond.
In accordance with the Combined Code, Sir John Bond did not chair the
Nominations and Governance Committee when dealing with the
appointment of Mr Kleisterlee. The Deputy Chairman took the chair.
Mr Kleisterlee’s deep knowledge of the commercial sector, his international
experience and familiarity with business in emerging markets were factors
in the Board’s decision.
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
Samuel Jonah (from 1 June 2010) 3/3
Simon Murray (until 27 July 2010) 1/2
Anthony Watson 5/5
Philip Yea 5/5
In addition to scheduled meetings, there were 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.
The Chairman and Chief Executive may attend the Remuneration
Committee’s meetings by invitation. They do not attend when their
individual remuneration is discussed. No director is involved in deciding his
or her own remuneration.
Further information on the Remuneration Committee’s activities is
contained in “Directors’ remuneration” on pages 62 to 73.
Executive Committee
The executive directors, together with certain other Group functional heads
and regional chief executives, meet 11 times a year as the Executive
Committee under the chairmanship of the Chief Executive. The Executive
Committee is responsible for our competitive and financial performance,
reviewing strategy and new business opportunities including major
acquisitions and disposals, the management of our capital structure and
funding, and key organisational and policy decisions. The members of the
Executive Committee and their biographical details are set out on pages 52
and 54.
The Executive Committee members and the chief executive officers of the
major operating companies and other selected individuals, depending on
topics discussed, met twice during the year to discuss strategy.
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. The Company Secretary:
■ assists the Chairman in ensuring that all directors have full and timely
access to all relevant information;
Corporate governance continued