Vodafone 2013 Annual Report Download - page 62

Nominations and
Governance Committee
“ The Nominations and Governance
Committee continues its work of ensuring
the Board composition is right and that
our governance is effective.”
Membership:
Chairman
Gerard Kleisterlee
(Chairman of the Board – Not independent)
Anthony Watson
(Independent non-executive director)
Philip Yea
(Independent
non-executive director )
Luc Vandevelde
(Independent
non-executive director
and Senior Independent
Director)
Key objective:
to ensure the Board comprises individuals with the necessary
skills, knowledge and experience to ensure that it is effective
in discharging its responsibilities and oversight of all matters relating
to corporate governance.
Responsibilities:
a leads the process for identifying and making recommendations
to theBoard regarding candidates for appointment as directors,
giving full consideration to succession planning and the leadership
needs ofthe Group;
a makes recommendations to the Board on the composition of the
Board’s committees;
a regularly reviews and makes recommendations in relation
to the structure, size and composition of the Board including the
diversity and balance of skills, knowledge and experience, and the
independence of the non-executive directors;
a oversees the performance evaluation of the Board, its committees
and individual directors (see page 58);
a reviews the tenure of each of the non-executive directors; and
a is responsible for the oversight of all matters relating to corporate
governance, bringing any issues to the attention of the Board.
Committee meetings
No one other than a member of the Committee is entitled to be present
at its meetings; however, other non-executive directors, the Chief
Executive and external advisors may be invited to attend. In the event
of matters arising concerning my membership of the Board, I would
absent myself from the meeting as required and the Board’s Senior
Independent Director would take the chair.
Main activities of the Committee during the year
The Committee met four times during the year and considered
executive succession planning, replenishment of the Board and the
Board effectiveness review.
The Committee leads the process for appointments to the Board. There
is a formal, rigorous and transparent procedure for the appointment
of new directors. Candidates are identied and selected on merit
against objective criteriaand with due regard to the benets of diversity
on the Board, including gender. During the year, an external search was
commissioned, using an independent executive search rm, Korn Ferry,
which has no other connection with the Company, to search for non-
executive director candidates with relevant international experience
in the high-tech sector. Omid Kordestani was identied as a potential
candidate and subsequently recommended to the Board by the
Nominations and Governance Committee on the basis that he met the
desired criteria.
The Board acknowledges that diversity extends beyond the
boardroom and supports management in their efforts to build a diverse
organisation. It endorses the Company’s policy to attract anddevelop
a highly qualied and diverse workforce; to ensure that allselection
decisions are based on merit and that all recruitment activitiesare
fair and non-discriminatory. The boardroom diversity policy was
introduced in February 2012 and reviewed by the Committee in March
2013. It acknowledges the importance of diversity, including gender,
to the effective functioning ofthe Board and focuses on our aspiration
to have a minimum of 25% female representation on the Board by 2015.
Following the respective retirements of Sir John Buchanan and Michel
Combes, together with the appointment of Omid Kordestani, at 21 May
2013 the Board has 15% female representation. Subject to securing
suitable candidates, when making appointments we will seek directors
who t the skills criteria and gender balance that is in line with the
Board’s aspiration. We continue to focus on encouraging diversity
of business skills and experience, recognising that directors with diverse
skills sets, capabilities and experience gained fromdifferent geographic
and cultural backgrounds enhance the Board. Further information,
including the proportions of women in senior management, is shown
in “Our people” on page 35, and within the organisation overall,
is contained in our 2013 sustainability report, available at vodafone.
com/sustainability.
This year, when reviewing the re-election of directors at the AGM in July,
the Committee took account of the fact that Luc Vandevelde will have
served ten years as of 31 August 2013. The Board has considered
the matter carefully and believes that Luc Vandevelde continues
to demonstrate the qualities of independence in carrying out his
role, supporting the executive directors and senior management
in an objective manner. His length of service and resulting experience
and knowledge of the Company is of great benet to the Board.
Wewillcontinue to keep his independence under review.
In the year ahead the Committee will continue to assess what
enhancements should be made to the Board’s and committees’
composition and will continue to monitor developments in corporate
governance to ensure the Company remains at the forefront of good
governance practices.
Gerard Kleisterlee
On behalf of the Nominations and Governance Committee
21 May 2013
Corporate governance (continued)
60 Vodafone Group Plc
Annual Report 2013