Vodafone 2011 Annual Report Download - page 74

72 Vodafone Group Plc Annual Report 2011
Audited information for non-executive directors serving during the year ended 31 March 2011:
Salary/fees Benefits Total
2011 2010 2011 2010 2011 2010
£’000 £’000 £’000 £’000 £’000 £’000
Chairman
Sir John Bond 600 575 3 3 603 578
Deputy Chairman
John Buchanan 162 155 – – 162 155
Non-executive directors
Renee James(1) 35 – – – 35 –
Alan Jebson(1) 151 146 – – 151 146
Samuel Jonah(1) 151 140 – – 151 140
Nick Land 140 135 – – 140 135
Anne Lauvergeon 115 110 – – 115 110
Simon Murray (retired 26 July 2010) 38 110 – – 38 110
Luc Vandevelde 135 130 – – 135 130
Anthony Watson 115 110 – – 115 110
Philip Yea 115 110 – – 115 110
Total 1,757 1,721 3 3 1,760 1,724
Note:
(1) Salary/fees includes travel allowances.
Non-executive directors’ remuneration
The remuneration of non-executive directors is reviewed annually by the
Chairman following consultation with the Remuneration Committee
Chairman. Our policy is to pay competitively for the role including
consideration of the time commitment required. In this regard, the fees
are benchmarked against a comparator group of the FTSE 15 companies.
Following the 2011 review there will be no increase to the fees of non-
executive directors. However, there is an increase to the Deputy Chairman
and Chairmanship of the Remuneration Committee fees from 1 April 2011.
Fee payable (£’000s)
From From
Position/role 1 April 2011 1 April 2010
Chairman(1) 600 600
Deputy Chairman 175 162
Non-executive director 115 115
Chairmanship of Audit Committee 25 25
Chairmanship of Remuneration Committee 25 20
Note:
(1) The Chairman’s fee also includes the fee for the Chairmanship of the Nominations and
Governance Committee.
In addition, an allowance of £6,000 is payable each time a non-Europe 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 for the 2011 financial
year are included in the table below.
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 use of a car and a driver whenever
and wherever he is providing his services to or representing the Company.
Chairman and non-executive directors service contracts
The Chairman, Sir John Bond, has a contract that may be terminated by
either party on 12 months notice. The date of his letter of appointment is
5 December 2005. Sir John Bond will be standing down from his role as
Chairman and Chairman of the Nominations and Governance Committee
and will not stand for re-election at the AGM on 26 July 2011. Subject to his
election by shareholders, Gerard Kleisterlee will become Chairman in
succession to Sir John Bond.
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. Non-executive directors are generally not expected to serve
for a period exceeding nine years.
The terms and conditions of appointment of non-executive directors are
available for inspection 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).
Date of Date of
letter of appointment election/re-election
John Buchanan 28 April 2003 AGM 2011
Renee James 1 January 2011 AGM 2011
Alan Jebson 7 November 2006 AGM 2011
Samuel Jonah 9 March 2009 AGM 2011
Gerard Kleisterlee 1 April 2011 AGM 2011
Nick Land 7 November 2006 AGM 2011
Anne Lauvergeon 20 September 2005 AGM 2011
Luc Vandevelde 24 June 2003 AGM 2011
Anthony Watson 6 February 2006 AGM 2011
Philip Yea 14 July 2005 AGM 2011
Directors’ remuneration continued