Vodafone 2013 Annual Report Download - page 75

Service contracts of executive directors
The Remuneration Committee has determined that after an initial termof up to two years executive directors’ contracts should thereafter have
rolling terms and be terminable on no more than 12months notice.
The table below summarises the key elements of their service contract:
Provision Detailed items
Notice period 12 months
Remuneration Salary, pension and benets
Company car or cash allowance
Participation in the GSTIP, GLTI and the employee share schemes
Termination payment Up to 12 months salary
Entitlements under incentive plans and benets that are consistent with the terms of such plans
Non-competition During employment and for 12 months thereafter
Date of service agreement
Vittorio Colao 27 May 2008
Andy Halford 20 May 2005
Stephen Pusey 1 June 2009
Additionally, all of the Company’s share plans contain provisions relating to a change of control. Outstanding awards and options would normally
vest and become exercisable on a change of control to the extent that any performance condition has been satised. The Remuneration Committee
may also decide that the extent to which an award will vest will be further reduced pro-rata to reect the acceleration of vesting.
Fees retained for external non-executive directorships
Executive directors may hold positions in other companies as non-executive directors and retain the fees. Andy Halford is a non-executive director of
Marks and Spencer Group plc and in accordance with Group policy he retained fees for the year of £17,500. Michel Combes also held positions at
Assystem SA and ISS Group and, in accordance with Group policy, he retained fees for his services until he left Vodafone on 31 October 2012 of
€14,315 from Assystem SA and DKK 233,333 from ISS Group (£38,474 in total).
Cascade to senior management
The principles of the reward policy for executive directors are cascaded where appropriate throughout the organisation. Principles for the other
members of the Executive Committee and large market CEOs, and members of the senior leadership team are set out below.
Executive Committee and large market CEOs
a Total remuneration and base salary
Methodology consistent with that of the executive directors.
a Annual bonus
The annual bonus is based on the same metrics. For those executives leading a region, performance on these metrics is measured at region
level as well as Group level.
a Long-term incentive
The long-term incentive is consistent with that which is offered to the executive directors including the performance metrics and the
opportunity to invest in the GLTI toreceive matching share awards.
Senior leadership
a Total remuneration and base salary
Methodology consistent with that of the executive directors.
a Annual bonus
The annual bonus is based on the same metrics. For those senior leadership team members leading a local market, performance on these
metrics is measured at local market level as well as Group level.
a Long-term incentive
The long-term incentive is delivered partly in performance shares and partly in restricted shares. The performance shares vest based solely on
Vodafone’s adjusted free cash ow performance over a three-year period. This is the same metric which governs vesting of the LTI offered to
executive directors and executive committee members.
73 Vodafone Group Plc
Annual Report 2013
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