Vodafone 2013 Annual Report Download - page 61

Re-election of directors
All the directors submit themselves for re-election at the AGM
to be heldon 23 July 2013 with the exception of Omid Kordestani
who will seek election for the rst time in accordance with the
articles of association. 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 2013 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 addition, we maintained a directors’
and ofcers’ liability insurance policy throughout the 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. Further
details of these committees can be found in their reports on pages 60
to 63. The terms of reference of each of these committees can be found
on our website at vodafone.com/governance.
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.
The calendar for meetings of the Board and its committees
is shown below.
Apr
12
May
12
Jun
12
Jul
12
Aug
12
Sep
12
Oct
12
Nov
12
Dec
12
Jan
13
Feb
13
Mar
13
Board
(scheduled meetings) • • • • • • • •
Nominations and
Governance Committee • • • •
Audit and Risk Committee • • • •
Remuneration
Committee •• •••
Directors unable to attend a Board meeting because of another
engagement are provided with the brieng materials andcan discuss
issues arising in the meeting with the Chairman or the Chief Executive.
Inaddition to at least eight scheduled Board meetings, there may
be a number of other meetings to deal with specic matters. Each
scheduled Board meeting is preceded by a meeting of the Chairman
and non-executive directors.
Attendance at scheduled meetings of the Board and its
committees in the 2013 nancial year
Director Board
Nominations
and
Governance
Committee
Audit and Risk
Committee
Remuneration
Committee
Chairman
Gerard Kleisterlee18/8 4/4
Senior Independent
Director
Luc Vandevelde28/8 4/4 5/5
Sir John Buchanan32/2 1/1 1/1
Chief Executive
Vittorio Colao 8/8
Executive directors
Michel Combes42/2
Andy Halford 8/8
Stephen Pusey 8/8
Non-executive directors
Renee James 8/8 3/3
Alan Jebson 8/8 4/4
Samuel Jonah 8/8 5/5
Omid Kordestani51/1
Nick Land68/8 4/4
Anne Lauvergeon 7/8 4/4
Anthony Watson 8/8 4/4 3/3 2/2
Philip Yea 7/8 3/3 5/5
Notes:
1 Chairman of the Nominations and Governance Committee.
2 Senior Independent Director from the conclusion of the AGM on 24 July 2012; Chairman of the
Remuneration Committee.
3 Deputy Chairman and Senior Independent Director until he retired on 24 July 2012.
4 Executive director until he retired on 24 July 2012.
5 Appointed to the Board with effect from 1 March 2013.
6 Chairman and nancial expert of the Audit and Risk Committee.
59 Vodafone Group Plc
Annual Report 2013
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