Vodafone 2014 Annual Report Download - page 59

What is the performance evaluation process?
a This year the Chairman met with each director and with executives
and advisors who interact with the Board. Interviewees were
asked to consider and comment on the performance of the Board
as a whole.
a The directors were also asked for their views on, amongst other
things: Company strategy, key challenges for the business, the mix
of skills, experience, independence, knowledge and diversity on the
Board (including gender), effectiveness of the Board’s engagement
with shareholders and how well the Board operates.
a The Chairman reviewed the directors’ contributions and the
Senior Independent Director led the review of the performance
of the Chairman.
a Each Board committee undertook a detailed self-assessment
questionnaire.
Output of the performance evaluation
a The Chairman of each Board committee gave feedback on the
evaluation of their committee to the Board at its March meeting.
a The Chairman prepared a report on the performance evaluation
which was distributed to the directors, reviewed by the Nominations
and Governance Committee, and discussed with the Board at the
March Board meeting.
a This year’s ndings were that the Board was reasonably well
balanced. Diversity had improved and it should continue on that
path. The process for appointing directors needed to be speeded
up. Board arrangements and information ows were generally
satisfactory, but more focus could be given on market information
and the changing regulatory and competitive environment.
Some further renement of the presentation of performance metrics
was agreed. The Board was comfortable with the strong value system
and control framework in the Company. Directors observed that
executive succession planning had improved. Overall, the directors
considered the right balance is struck between operational, strategic
and governance matters and directors were positive about the open
atmosphere around the boardroom table allowing for a robust and
constructive dialogue.
The Board will continue to review its procedures, its effectiveness and
development in the nancial year ahead.
Board induction
The Chairman is responsible for ensuring that each director receives
an induction on joining the Board and receives the training he or she
requires. The Company Secretary organises the induction.
Director induction
On appointment, directors receive a personalised induction programme
covering amongst other things:
a the business of the Group;
a their legal and regulatory responsibilities as directors;
a briengs and presentations from relevant executives; and
a opportunities to visit business operations.
The induction programme is tailored to each new director, depending
on his or her experience and background, and reviewed by the
Nominations and Governance Committee.
Information and professional development
Keeping up-to-date with key business developments is essential for the
directors to maintain and enhance their effectiveness. This is achieved
as follows:
a from time to time the Board receives presentations from executives
in our business on matters of signicance. This year there were
presentations on our Enterprise business, retail distribution,
new products and the regional chief executives delivered
presentations on their region’s businesses, the Chief Commercial
Ofcer and Chief Brand Director presented on brand status and
evolution and the Group HR Director delivered a presentation
on planned actions for improving talent, capability and effectiveness
within the Company;
a nancial plans, including budgets and forecasts, are regularly
discussed at Board meetings;
a the directors have the opportunity to learn the views of major
investors at planned events throughout the year (see “How
do we engage with our shareholders?” on page 66);
a our directors periodically visit different parts of the Group.
In September 2013 the Board met with senior management
in the Netherlands and in March 2014 the Board met with senior
management in Portugal;
a the non-executive directors are provided with briengs and
information to assist them in performing their duties; and
a the directors are regularly updated on the Group’s businesses and the
regulatory and industry specic environments in which we operate.
Updates are by way of written briengs and meetings with senior
executives and, where appropriate, external sources.
As part of their annual performance evaluation, directors are given the
opportunity to discuss training and development needs. Directors are
expected to take responsibility for identifying their training needs
and to take steps to ensure that they are adequately informed about
the Company and their responsibilities as a director. The Board
is condent that all its members have the knowledge, ability and
experience to perform the functions required of a director of a listed
company. The Board recognises that there may be occasions when one
or more of the directors feels it is necessary to take independent legal
and/or nancial advice at the Company’s expense. There is an agreed
procedure to enable them to do so which is managed by the Company
Secretary. No such independent advice was sought in the 2014
nancial year.
Re-election of directors
All the directors submit themselves for re-election at the AGM to be held
on 29 July 2014 with the exception of Valerie Gooding, Dame Clara
Furse, Nick Read and Sir Crispin Davis who will seek election for the
rst time in accordance with our articles of association and Anne
Lauvergeon, Alan Jebson and Anthony Watson who will resign from
the Board at the AGM. The Nominations and Governance Committee
conrmed to the Board that the contributions made by the directors
offering themselves for re-election at the AGM in July 2014 continue
to be effective and that the Company should support their re-election.
Indemnication of directors
In accordance with our articles of association and to the extent
permitted by the laws of England and Wales, directors are granted
an indemnity from the Company in respect of liabilities incurred
as a result of their ofce. In addition, we maintained a directors’
and ofcers’ liability insurance policy throughout the year. Neither our
indemnity nor the insurance provides cover in the event that a director
is proven to have acted dishonestly or fraudulently.
57Overview Strategy review Performance Governance Financials Additional information