Vodafone 2014 Annual Report Download - page 60

Board committees
The Board has a Nominations and Governance Committee, an Audit
and Risk Committee and a Remuneration Committee. Further details
of these committees can be found in their reports on pages 58 to 65.
The terms of reference of each of these committees can be found
on our website at vodafone.com/governance.
The committees are provided with all necessary resources to enable
them to undertake their duties in an effective manner. The Company
Secretary or her delegate acts as secretary to the committees.
The minutes of committee meetings are circulated to all directors.
The calendar for meetings of the Board and its committees
is shown below.
Apr
13
May
13
Jun
13
Jul
13
Aug
13
Sep
13
Oct
13
Nov
13
Dec
13
Jan
14
Feb
14
Mar
14
Board
(scheduled meetings) •••••••
Nominations and
Governance Committee • • • •
Audit and Risk Committee • • • •
Remuneration
Committee • • • • •
Directors unable to attend a Board meeting because of another
engagement are provided with the brieng materials and can discuss
issues arising in the meeting with the Chairman or the Chief Executive.
In addition to scheduled Board meetings, there may be a number
of other meetings to deal with specic matters. Each scheduled
Board meeting is preceded by a meeting of the Chairman and non-
executive directors.
Attendance at scheduled meetings of the Board and its
committees in the 2014 nancial year
Director Board
Nominations
and
Governance
Committee
Audit and Risk
Committee
Remuneration
Committee
Chairman
Gerard Kleisterlee17/7 3/3
Senior Independent Director
Luc Vandevelde27/7 3/3 5/5
Chief Executive
Vittorio Colao 7/7
Executive directors
Andy Halford 7/7
Stephen Pusey 7/7
Non-executive directors
Valerie Gooding31/1
Renee James 7/7 4/5
Alan Jebson 7/7 4/4
Samuel Jonah 7/7 4/5
Omid Kordestani 7/7
Nick Land47/7 4/4
Anne Lauvergeon 7/7 4/4
Anthony Watson 7/7 3/3 4/4
Philip Yea 7/7 3/3 5/5
Notes:
1 Chairman of the Nominations and Governance Committee.
2 Senior Independent Director and Chairman of the Remuneration Committee.
3 Appointed to the Board with effect from 1 February 2014.
4 Chairman and Financial Expert of the Audit and Risk Committee.
Nominations and
Governance Committee
“ The Nominations and Governance
Committee continues its work of ensuring
the Board composition is right and that
our governance is effective.”
Membership:
Key objective:
to make sure the Board comprises individuals with the necessary skills,
knowledge and experience to ensure that it is effective in discharging
its responsibilities and to have oversight of all matters relating
to corporate governance.
Responsibilities:
a leads the process for identifying and making recommendations
to the Board regarding candidates for appointment as directors,
giving full consideration to succession planning and the leadership
needs of the Group;
a makes recommendations to the Board on the composition of the
Board’s committees;
a regularly reviews and makes recommendations in relation
to the structure, size and composition of the Board including the
diversity and balance of skills, knowledge and experience, and the
independence of the non-executive directors;
a oversees the performance evaluation of the Board, its committees
and individual directors (see pages 56 and 57);
a reviews the tenure of each of the non-executive directors; and
a is responsible for the oversight of all matters relating to corporate
governance, bringing any issues to the attention of the Board.
Chairman
Gerard Kleisterlee
(Chairman of the Board – Not independent)
Anthony Watson
(Independent non-executive director)
Philip Yea
(Independent
non-executive director )
Luc Vandevelde
(Senior
Independent Director)
Vodafone Group Plc
Annual Report 201458
Corporate governance (continued)