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Business review Performance Governance Financials Additional information
75
Vodafone Group Plc
Annual Report 2012
Remuneration Committee
In this section we give details of the composition and activities of the
Remuneration Committee.
The Remuneration Committee is comprised to exercise independent
judgement and consists only of the following independent non-
executive directors:
Chairman Luc Vandevelde
Committee members Renee James (from 24 July 2012)
Samuel Jonah
Anthony Watson (until 24 July 2012)
Philip Yea
The Remuneration Committee regularly consults with the Chief
Executive and the Group HR Director on various matters relating to the
appropriateness of awards for executive directors and senior executives,
though they are not present when their own compensation is discussed.
In addition, the Group Reward and Policy Director provides a perspective
on information provided to the Committee, and requests information
and analyses from external advisors as required. The Deputy Group
Company Secretary advises the Committee on corporate governance
guidelines and acts as secretary to the Committee.
External advisors
PricewaterhouseCoopers LLP (‘pwc’)
pwc were appointed by the Remuneration Committee in 2007. During
the year they provided advice on market practice, governance,
performance analysis and plan design. pwc also provide a range of
services to Vodafone globally including international mobility, tax,
technology,nance, operations and compliance.
As noted in his biographical details on page 62 of this annual report,
Philip Yea sits on an advisory board for pwc. In light of their role as
advisor to the Remuneration Committee on remuneration matters, the
Committee continue to consider this position and have determined that
there is no conict or potential conict arising.
Towers Watson
Towers Watson were appointed by the Remuneration Committee in
2007. During the year they provided the Committee with market data
on executive rewards. They also provide pensions and benet
administration, and reward consultancy services to the company.
Meetings
The Remuneration Committee hadve meetings during the year. The
principal agenda items were as follows:
a a review of the total compensation packages of the executive
directors and the most senior management of the company;
a approval of the 2012 Global Short-Term Incentive bonus (‘GSTIP’)
framework and targets;
a approval of the GSTIP payout for the 2011 performance period;
a a review of the design of the Global Long-Term Incentive plan (‘GLTI’)
as well as setting the framework and target levels for the 2012 grant;
a approval of the July 2008 GLTI vesting levels;
a approval of the granting of share awards to other levels of
management;
a a review of the directors’ remuneration report;
a a review of the share ownership targets within the company;
a a review of the UK corporate governance environment, the
implications for Vodafone and our response to Government
consultations on executive remuneration;
a a risk assessment of the design of incentive plans; and
a a review of the Chairman’s fees.
On an annual basis, the Committee’s effectiveness is reviewed as part of
the evaluation of the Board.