Vodafone 2013 Annual Report Download - page 70

Remuneration Committee
In this section we give details of the composition of the Remuneration Committee and activities undertaken over the past year.
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. In the past, the Deputy Group Company Secretary advised the Committee on corporate governance
guidelines and acted as secretary to the Committee. From March 2013 the Group General Counsel and Company Secretary has taken on this role
and will continue to advise the Committee on corporate governance guidelines and act as secretary to the Committee.
External advisors
The Remuneration Committee seeks and considers advice from independent remuneration advisors where appropriate. The two appointed
advisors were selected through a thorough process led by the Chairman of the Remuneration Committee and were appointed by the Remuneration
Committee. We choose to use two advisors both to enable access to the best expertise and also to provide an alternative view or second opinion
where required. The Chairman of the Remuneration Committee has direct access to the advisors as and when required, and the Committee
determines the protocols by which the advisors interact with management in support of the Remuneration Committee. The advice and
recommendations of the external advisors are used as a guide, but do not serve as a substitute for thorough consideration of the issues by each
Committee member. Advisors attend Remuneration Committee meetings occasionally as and when required by the Committee.
Pwc and Towers Watson are both members of the Remuneration Consultants’ Group and, as such, voluntarily operate under the Code of Conduct in
relation to executive remuneration consulting in the UK. This is based upon principles of transparency, integrity, objectivity, competence, due care
and condentiality by executive remuneration consultants. Pwc and Towers Watson have conrmed that they adhered to the Code throughout the
year for all remuneration services provided to Vodafone. The code is available at remunerationconsultantsgroup.com.
Advisor Appointed by Services provided to the committee Other services provided to the company
PricewaterhouseCoopers LLP (‘pwc’) Remuneration Committee in 2007 Advice on market practice
Governance
Performance analysis
Plan design
International mobility
Tax
Technology
Finance
Operations
Compliance
Towers Watson Remuneration Committee in 2007 Advice on market practice
Provide market data on
executive rewards
Reward consultancy
Pension and benet
administration
Reward consultancy
As noted in his biographical details on page 53 of this annual report, Philip Yea sits on an advisory board for pwc. In light of pwc’s role as advisor to the
Remuneration Committee on remuneration matters, the Committee continue to consider his position and have determined that there is no conict
or potential conict arising.
68 Vodafone Group Plc
Annual Report 2013
Directors’ remuneration (continued)