Vodafone 2014 Annual Report Download - page 57

Board composition
Our Board consists of 14 directors, 13 of whom served throughout the
year. Valerie Gooding was appointed as a non-executive director with
effect from 1 February 2014.
At 31 March 2014, in addition to the Chairman, Gerard Kleisterlee,
there were three executive directors and ten non-executive directors.
Andy Halford, the Chief Financial Ofcer, retired on 31 March 2014 and
Nick Read was appointed to this role and as an executive director with
effect from 1 April 2014. The executive and non-executive directors
are equal members of the Board and have collective responsibility
for the Company’s direction. In particular, non-executive directors are
responsible for:
a bringing a wide range of skills and experience, including independent
judgement on issues of strategy, performance and risk management;
a constructively challenging the strategy proposed by the Chief
Executive and executive directors;
a scrutinising and challenging performance across the
Group’s business;
a assessing risk and the integrity of the nancial information and
controls; and
a determining the Company’s broad policy for executive remuneration,
and the remuneration packages for the executive directors and
the Chairman.
The balance and independence of our Board is kept under review by our
Nominations and Governance Committee, details of which can be found
on pages 58 and 59.
Tenure of non-executive directors
The Code suggests that length of tenure is a factor to consider when
determining the independence of non-executive directors. The table
below shows the tenure and independence of each of our non-
executive directors. We consider all of our non-executive directors
to be independent.
Date rst
elected by
shareholders
Years from
rst election to
2014 AGM
Considered to
be independent
by the Board
Gerard Kleisterlee July 2011 3See note1
Valerie Gooding
To be put up for
election July 2014 n/a Yes
Renee James July 2011 3Yes
Alan Jebson July 2007 7Yes
Samuel Jonah July 2009 5Yes
Omid Kordestani July 2013 1Yes
Nick Land July 2007 7Yes
Anne Lauvergeon July 2006 8Yes
Luc Vandevelde July 2004 10 Yes2
Anthony Watson July 2006 8Yes
Philip Yea July 2006 8Yes
Notes:
1 Considered to be independent on appointment.
2 Considered to be independent for the reasons given on page 59.
Biographical details of the Chairman, Chief Executive and Senior Independent Director can be found on pages 50 and 51 or at vodafone.com/board.
Biographical details of the Company Secretary can be found on page 53 or at vodafone.com/exco. The appointment or removal of the Company
Secretary is a matter for the Board as a whole.
The Chairman
Gerard Kleisterlee
The role of the Chairman is set out in writing and agreed by the Board.
He is responsible for:
a the effective leadership, operation and governance of the Board;
a ensuring the effectiveness of the Board;
a setting the agenda, style and tone of Board discussions; and
a ensuring the directors receive accurate, timely and clear information.
Key roles and responsibilities
The Chief Executive
Vittorio Colao
The role of the Chief Executive is set out in writing and agreed by the
Board. He is responsible for:
a management of the Group’s business;
a implementation of the Company’s strategy and policies;
a maintaining a close working relationship with the Chairman; and
a chairing the Executive Committee.
The Senior Independent Director
Luc Vandevelde
The Senior Independent Director is responsible for:
a acting as a sounding board for the Chairman;
a serving as an intermediary for the other directors;
a being available to shareholders if they have concerns which they
have not been able to resolve through the normal channels of the
Chairman, Chief Executive or other executive directors or for which
such contact is inappropriate; and
a conducting an annual review of the performance of the Chairman
and, in the event it should be necessary, convening a meeting of the
non-executive directors.
The Company Secretary
Rosemary Martin
The Company Secretary acts as Secretary to the Board. In doing
so she:
a assists the Chairman in ensuring that all directors have full and
timely access to all relevant information;
a assists the Chairman by organising induction and
training programmes;
a is responsible for ensuring that the correct Board procedures are
followed and advises the Board on corporate governance matters; and
a administers the procedure under which directors can, where
appropriate, obtain independent professional advice at the
Company’s expense.
55Overview Strategy review Performance Governance Financials Additional information