Vodafone 2013 Annual Report Download - page 15

with him a depth of insight into internet
businesses built up over nearly 20 years
as a pioneer in the industry.
Sir John Buchanan stepped down from
his role as Deputy Chairman and Senior
Independent Director in July 2012, after nine
years of dedicated service to the Vodafone
Board. His experience was invaluable
to me personally in my rst year as Chairman,
and I would like to thank him for his wisdom
and commitment. I am delighted that
LucVandevelde agreed to become Senior
Independent Director in Sir John’s place.
Luc has also served on the Board for nine
years, and has therefore reached the
milestone after which the UK Corporate
Governance Code recommends Boards
take account of a director’s period of service
when considering whether or not he remains
independent. The Board considers that
it is not in the best interests of shareholders
to lose the experience of two such
distinguished international business leaders
in close succession.
My medium-term ambitions for the
composition of the Board are to bring in further
marketing expertise, and achieve a greater
gender balance towards our ambition of 25%
of Board members being women by 2015.
Take a lead in nancial reporting
This year’s annual report incorporates a
number of new features to make our strategy
and performance easier to understand, such
as our innovative move to incorporate a high
level business review with our primary nancial
statements (pages 90 to 97). In addition, we
have adopted a number of aspects of the
revised UK Corporate Governance Code a year
earlier than required. These include the Board’s
conrmation that the report presents a fair,
balanced and understandable assessment
of Vodafone’s position and prospects, and an
enhanced audit report. We have also adopted
some of the new disclosure requirements on
directors’ remuneration a year early.
Strong capital discipline
The Board considers the ordinary dividend
to be the core element of shareholder
remuneration, and something on which
shareholders should be able to depend. This
year we raised our ordinary dividend per share
by 7% for the third year in a row, and remain
focused on at least maintaining the dividend
per share at this level in the future.
In addition, during the year we completed
a £6.8 billion share buyback programme,
funded by the disposal of non-controlling
interests, and committed an additional
£1.5 billion to share buybacks on receipt
of a further dividend from VZW in December
2012. We have demonstrated a highly
disciplined approach to capital allocation,
and will continue to manage our portfolio
of assets in the best interest of shareholders.
Taking ordinary and special dividends,
and the buyback programmes, total cash
returns to shareholders have been equivalent
to approximately 34% of our average market
capitalisation over the last four years.
Furthermore, in the period from 1 April
2010 to 20 May 2013, our share price has
outperformed the STOXX Europe 600 Index
by 20.9%.
Aligning management’s interests
to shareholders’
Our incentive schemes have a bias towards
long-term, share-based plans, which
incentivise our leaders to prioritise multi-year
investment decisions and align their interests
closely with those of institutional shareholders.
We deepened this alignment last year
by introducing shareholding requirements
throughout the senior leadership team.
The Executive Committee owns Vodafone
shares worth around 500% of their combined
salaries in total.
You can nd more information on our
remuneration policies on pages 67 to 82.
Vodafone’s role in society
Mobile technology is a massive driver
of economic and social improvement.
Our vision is to unleash the power of Vodafone
to help transform societies and enable
sustainable living for all. Whether through
low cost mobile banking services, mobile
agriculture solutions or mobile health
initiatives, we are making a real difference
to people’s lives. We have also stepped
up our commitment to responsible and
ethical business practices in our new Code
of Conduct, published during the year.
You can nd more information on our
sustainability programme on pages 36 and 37.
Gerard Kleisterlee
Chairman
Cash returns to shareholders
Strong cash returns to shareholders are an established
priority for Vodafone. The ordinary dividend is the
core element of shareholder remuneration, with any
surplus capital distributed via special dividend or share
buybacks.
Vodafone share price vs STOXX Europe 600 Index
1 April 2010 to 20 May 2013, in €, rebased to 100
2011 £6.6bn
2010 £4.1bn
£10.2bn
£6.4bn
2012
2013
You can nd more information on our
remuneration policies on pages 67 to 82
You can nd more information on our
sustainability programmes on pages 36 and 37
140
100
110
120
130
90
80
70
April 2010 April 2011 April 2012 April 2013
Vodafone share price STOXX Europe 600 Index
For legal reasons it should be noted that past performance cannot be relied on as a guide to future performance.
13 Vodafone Group Plc
Annual Report 2013
Overview Business
review Performance Governance Financials Additional information