Vodafone 2013 Annual Report Download - page 80

Policy on non-executive directors
The remuneration of non-executive directors is reviewed annually by the Chairman following consultation with the Remuneration Committee
Chairman. Our policy is to pay competitively for the role including consideration of the time commitment required. In this regard, the fees are
benchmarked against a comparator group of the FTSE 15 companies. Following the 2013 review there will be no increases to the fees of
non-executive directors.
Position/role
Fee payable (£’000)
From 1 April 2013
Chairman1600
Senior Independent Director 160
Non-executive director 115
Chairmanship of Audit and Risk Committee 25
Chairmanship of Remuneration Committee 25
Note:
1 The Chairman’s fee also includes the fee for the Chairmanship of the Nominations and Governance Committee.
In addition, an allowance of £6,000 is payable each time a non-Europe based non-executive director is required to travel to attend Board and
committee meetings to reect the additional time commitment involved.
Details of each non-executive director’s remuneration for the 2013 nancial year are included in the table on page 81.
Non-executive directors do not participate in any incentive or benet plans. The Company does not provide any contribution to their pension
arrangements. The Chairman is entitled to the use of a car and a driver whenever and wherever he is providing his services to or representing
theCompany.
Chairman and non-executive director service contracts
Non-executive directors are engaged on letters of appointment that set out their duties and responsibilities. Theappointment of non-executive
directors may be terminated without compensation. Non-executive directors are generally not expected toserve for a period exceeding nine years.
For further information refer to “Nomination and Governance Committee” on page 60.
The terms and conditions of appointment of non-executive directors are available for inspection at the Company’s registered ofce during normal
business hours and at the AGM (for 15 minutes prior to the meeting and during the meeting).
Date of letter of
appointment
Date of election/
re-election
Renee James 1 January 2011 AGM 2013
Alan Jebson 7 November 2006 AGM 2013
Samuel Jonah 9 March 2009 AGM 2013
Gerard Kleisterlee 1 April 2011 AGM 2013
Omid Kordestani 27 February 2013 AGM 2013
Nick Land 7 November 2006 AGM 2013
Anne Lauvergeon 20 September 2005 AGM 2013
Luc Vandevelde 24 June 2003 AGM 2013
Anthony Watson 6 February 2006 AGM 2013
Philip Yea 14 July 2005 AGM 2013
Other considerations
In this section we include all other disclosures that are currently required by statute or good practice guidelines.
All-employee share plans
The executive directors are also eligible to participate in the all-employee plans.
Summary of plans
Sharesave
The Vodafone Group 2008 Sharesave Plan is an HM Revenue & Customs (‘HMRC’) approved scheme open to all staff permanently employed by
aVodafone Company in the UK as of the eligibility date. Options under the plan are granted at up to a 20% discount to market value. Executive
directors’ participation is included in the option table on page 81.
Share Incentive Plan
The Vodafone Share Incentive Plan is an HMRC approved plan open toall staff permanently employed by a Vodafone Company in the UK.
Participants may contribute up to a maximum of £125 per month (or5%of salary if less) which the trustee of the plan uses to buy shares on their
behalf. An equivalent number of shares are purchased with contributions from the employing company. UK-based executive directors are eligible
toparticipate.
Dilution
All awards are made under plans that incorporate dilution limits as set out in the guidelines for share incentive schemes published by the Association
of British Insurers. The current estimated dilution from subsisting executive awards is approximately 2.0% of the Company’s share capital at 31 March
2013 (3.1% at 31 March 2012), whilst from all employee share awards it is approximately 0.3% (0.3% at 31 March 2012). This gives a total dilution of
2.3% (3.4%at 31 March 2012).
78 Vodafone Group Plc
Annual Report 2013
Directors’ remuneration (continued)