Vodafone 2012 Annual Report Download - page 73

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71
Vodafone Group Plc
Annual Report 2012
Remuneration Committee
“ Our remuneration policies and executive
pay packages are designed to be
competitive and drive behaviour in order
to achieve long-term strategic goals.
When making decisions we are mindful
of the wider economic conditions and
shareholder feedback.”
Chairman:
Luc Vandevelde (Independent non-executive director)
Members:
Samuel Jonah (Independent non-executive director)
Anthony Watson (Independent non-executive director)
Philip Yea (Independent non-executive director)
Key objective:
responsibility to the Board for the assessment and recommendation
ofpolicy on executive remuneration and packages for the individual
executive directors.
Responsibilities:
a determining, on behalf of the Board, the policy on the remuneration
of the Chairman, the executive directors and the senior
management team;
a determining the total remuneration packages for these individuals
including any compensation on termination of ofce;
a operating within recognised principles of good governance; and
a preparing an annual report on directors’ remuneration.
Membership
The members of the Committee are independent non-executive
directors. Following the AGM in July, Renee James will join and Anthony
Watson will step down from the Committee. The Chairman and Chief
Executive may attend the Committee’s meetings by invitation but
theydo not attend when their individual remuneration is discussed.
Nodirector is involved in deciding his or her own remuneration.
Main activities of the Committee during the year
The Committee met ve times during the year.
A detailed report to shareholders from the Committee on behalf
oftheBoard in which, amongst other things, I have included a
description of theCommittee’s activities during the year, is contained
in“Directors’ remuneration” on pages 74 to 87.
Luc Vandevelde
On behalf of the Remuneration Committee
22 May 2012
Shareholder engagement
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.
Investor relations programme
The programme includes:
a formal presentations of full year and half-year results, and interim
management statements;
a brieng meetings with major institutional shareholders in the UK,
the US and in Continental Europe after the half-year results and
preliminary announcement;
a regular meetings between institutional investors and analysts, and
the Chief Executive and Chief Financial Ofcer to discuss business
performance;
a meetings between major shareholders and the Chairman on an
ongoing basis;
a hosting investors and analysts sessions at which senior
management from relevant operating companies are present;
a attendance by senior executives across the business at relevant
meetings and conferences throughout the year;
a analysing and approaching new geographies to actively market the
business to new investors;
a responding to enquiries from shareholders and analysts through
our Investor Relations team; and
a 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 principal communication with private investors is via the website,
annual report and through the AGM, an occasion which is attended by
all of our directors and at which all shareholders present are given the
opportunity to question the Chairman, the Chairmen of the Committees
and the rest of the Board. After the AGM shareholders can meet
informally with directors. A summary presentation of results is 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 substantive resolutions at our AGMs are decided on a
poll. The poll is conducted by our registrars and scrutinised by Electoral
Reform Services. The proxy votes cast in relation to all resolutions,
including details of votes withheld, are disclosed to those in attendance
at the meeting and the results of the poll are published on our website
and announced via the Regulatory News Service. Financial and other
information is made available on our website (www.vodafone.com/
investor) which is regularly updated.
A summary of our share and control structures is set out in “Shareholder
information” on pages 149 to 156.