Vodafone 2012 Annual Report Download - page 69

Business review Performance Governance Financials Additional information
67
Vodafone Group Plc
Annual Report 2012
Board effectiveness
Board composition
TheBoard has due regard for the benets of diversity in its membership
on the Board, including gender, and strives to maintain the right balance.
Our Board comprises individuals with deep knowledge and experience
in core and diverse business sectors within local, international and
global markets.
Information and professional development
Keeping up-to-date with key business developments is essential for the
directors to maintain and enhance their effectiveness. From time to time
the Board receives presentations from executives in our business on
matters of signicance. Financial plans, including budgets and forecasts,
are regularly discussed at Board meetings. The directors also have the
opportunity to learn the views of major investors at planned events
throughout the nancial year (see “Shareholder engagement” on
page71).
Our directors periodically visit different parts of the Group. The visit to
Vodafone’s Innovation Centre in California (see page 66) in January
presented an important opportunity for the non-executive directors
tolearn more about industry trends. Inaddition, the non-executive
directors are provided with briengs andinformation to assist them in
performing their duties. Throughout their period in ofce, directors are
regularly updated on the Group’s businesses and the regulatory and
industry specic environments inwhich we operate. Updates are by
wayof written briengs andmeetings with senior executives and,
whereappropriate, externalsources.
The Chairman is responsible for ensuring that induction and training
programmes are provided and the Company Secretary organises the
programmes. As part of the performance evaluation, Gerard Kleisterlee
has meetings with each Board director (see “Performance evaluation”
below) during which directors are given the opportunity to discuss
training and development needs. Individual directors are also expected
to take responsibility for identifying their training needs and to take
steps to ensure that they areadequately informed about the Company
and their responsibilities as a director. The Board is condent that all its
members have the knowledge, ability and experience to perform the
functions required ofa director of a listed company.
Director induction programme
On appointment, directors undergo a personalised induction
programme covering amongst other things:
a the business of the Group;
a their legal and regulatory responsibilities as directors;
a briengs and presentations from relevant executives; and
a opportunities to visit business operations.
If appropriate the induction will also include:
a briengs on the scope of the internal audit function and the role
ofthe Audit and Risk Committee; and
a meetings with the external auditor and other areas deemed
appropriate considering the director’s area of responsibility.
During the year, the induction programmes of Gerard Kleisterlee and
Renee James have followed structured timetables enabling them to
meet key personnel within the Group including the executive and
non-executive directors, the chief executives of local markets (visiting
local markets where possible) and partner markets, keyexternal
advisors and key suppliers.
Performance evaluation
Performance evaluation of the Board, its committees and individual
directors takes place on an annual basis and is conducted within the
terms of reference of the Nominations and Governance Committee (see
www.vodafone.com/governance). Every three years the performance
evaluation is conducted by an external advisor. The last external
evaluation took place inrespect of the 2010 nancial year.
This year, Board members were asked to consider and comment on the
performance of the Board as a whole as well as to reconsider the report
of the Board’s self-assessment in the 2011 nancial year. The Chairman
led the assessment of the directors. He held one-to-one interviews with
each director and these discussions were facilitated by the directors
being asked to consider a number of questions in advance. Amongst
other things, directors were asked for their views on company
strategy;key challenges for the business; the mix of skills, experience,
independence, knowledge and diversity on the Board (including
gender); effectiveness of the Board’s engagement with shareholders;
and how well the Board operates. The output of the interviews were
discussed with the Board at the March Board meeting following a review
by the Nominations and Governance Committee.
Each Board committee undertook a detailed self-assessment
questionnaire and the respective chairman reported feedback to the
Board at the Board meeting in March. The Senior Independent Director
led the review of the performance of the Chairman.
The Board found the performance of each director to be effective
andconcluded that the Board provides theeffective leadership and
control required for a listed company. Theevaluations found the
Boardcommittees were working well. As a result of recommendations
made in this year’s Board performance evaluation, each Board meeting
is now preceded by a meeting of the Chairman and non-executive
directors; more time is being given during Board meetings to discuss
organic growth opportunities; and more opportunities are being
givento directors to visit local markets and various Group businesses.
TheBoard will continue to review its procedures, its effectiveness and
development in the nancial year ahead.
Annually, the Nominations and Governance Committee reviews performance
of the Executive Committee and reports the output to the Board.
Re-election of directors
With the exception of Sir John Buchanan and Michel Combes who
areretiring from the Board, all the directors submit themselves for
re-election at the AGM to be heldon 24 July 2012. The Nominations and
Governance Committee conrmed to the Board that the contributions
made by the directors offering themselves for re-election at the AGM in
July 2012 continue to be effective and that the Company should
support their re-election.
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 nancial advice at the Company’s expense. There is an agreed
procedure to enable them to do so which is managed by the
CompanySecretary.
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 ofce. In respect of those matters for which the directors may
not be indemnied, we maintained a directors’ and ofcers’ liability
insurance policy throughout the nancial 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 a Nominations and Governance Committee, an
AuditandRisk Committee and a Remuneration Committee, each
ofwhich hasformal terms of reference approved by the Board
whichcan be found on our website at www.vodafone.com/governance
or obtained from the Company Secretary. Further biographical details of
the members of each of thecommittees can be found on pages 60 to
62 or atwww.vodafone.com/board.
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.