Vodafone 2014 Annual Report Download - page 61

Committee meetings
No one other than a member of the Committee is entitled to be present
at its meetings; however, other non-executive directors, the Chief
Executive and external advisors may be invited to attend. In the event
of matters arising concerning my membership of the Board, I would
absent myself from the meeting as required and the Board’s Senior
Independent Director would take the chair.
Main activities of the Committee during the year
The Committee met four times during the year and considered
executive and non-executive succession planning, refreshment of skills
of the Board and the Board effectiveness review.
The Committee leads the process for appointments to the Board.
There is a formal, rigorous and transparent procedure for the
appointment of new directors. Candidates are identied and selected
on merit against objective criteria and with due regard to the benets
of diversity on the Board, including gender.
Four external searches were commissioned during the year, using
independent executive search rms, Korn Ferry and Egon Zehnder,
neither of which has any other connection to the Company. The rst
search related to identication of non-executive director candidates
with relevant City and/or marketing experience and was undertaken
by Korn Ferry. Valerie Gooding was identied as a potential candidate
and subsequently recommended to the Board by the Committee
on the basis that she met the desired criteria having previously been
leader of a branded consumer business.
Korn Ferry also undertook a search to identify a non-executive
director with international business experience and chief executive
ofcer experience. The search identied Sir Crispin Davis as a potential
candidate and he was subsequently recommended to the Board
by the Committee based on his international business experience
as a former CEO of a global publishing company. A search was also
conducted, again by Korn Ferry, to identify a non-executive director with
international banking and nance experience as well as chief executive
ofcer experience. This search identied Dame Clara Furse who was
recommended by the Committee for appointment by the Board based
on her signicant banking and nance experience as former CEO
of a number of nancial institutions.
Egon Zehnder undertook an external search in respect of the role
of Group Chief Financial Ofcer. Concurrent to this external search,
an internal search was undertaken for this role and, following
an extensive review of candidates, a preferred internal candidate
was chosen with Nick Read being recommended for appointment
by the Committee.
The Committee recognises that with the changes in Board composition,
changes will be required on the Board’s committees. The rst of these
changes will be to invite Omid Kordestani to join the Committee
with effect from 28 July 2014. Changes will also take place to the
Remuneration Committee and Audit and Risk Committee. With effect
from 28 July 2014, Philip Yea will resign from the Remuneration
Committee and Valerie Gooding will join the Remuneration Committee.
Also on 28 July 2014, Sir Crispin Davis, who will be appointed to the
Board on this date, and Philip Yea will join the Audit and Risk Committee.
Dame Clara Furse will also join the Audit and Risk Committee on her
appointment to the Board on 1 September 2014.
The Board acknowledges that diversity extends beyond the
boardroom and supports management in their efforts to build a diverse
organisation. It endorses the Company’s policy to attract and develop
a highly qualied and diverse workforce; to ensure that all selection
decisions are based on merit and that all recruitment activities are fair
and non-discriminatory. The boardroom diversity policy was introduced
in February 2012 and reviewed by the Committee in March 2013 and
March 2014. It acknowledges the importance of diversity, including
gender, to the effective functioning of the Board and focuses on our
aspiration to have a minimum of 25% female representation on the
Board by 2015. With the appointment of Valerie Gooding on 1 February
2014 the Board has 21% female representation which will increase
to 23% on the appointment of Dame Clara Furse on 1 September 2014.
Subject to securing suitable candidates, when making appointments
we will seek directors who t the skills criteria and gender balance
that is in line with the Board’s aspiration. We continue to focus
on encouraging diversity of business skills and experience, recognising
that directors with diverse skills sets, capabilities and experience gained
from different geographic and cultural backgrounds enhance the Board.
Further information, including the proportions of women in senior
management, is shown in “Our people” on page 36 and within the
organisation overall, is contained in our 2013-14 sustainability report,
available at vodafone.com/sustainability/report2014.
This year, when reviewing the re-election of directors at the AGM in July,
the Committee took account of the fact that Luc Vandevelde will have
served 11 years as of 31 August 2014 and Philip Yea will have served
nine years as of 1 September 2014. The Board has considered the
matter carefully and believes that both these non-executive directors
continue to demonstrate the qualities of independence and judgement
in carrying out their roles, supporting the executive directors and
senior management in an objective manner. Their length of service and
resulting experience and knowledge of the Company is of great benet
to the Board and both directors will stand for re-election at the AGM.
The subject of their independence will be kept under review.
In the year ahead the Committee will continue to assess what
enhancements should be made to the Board’s and committees’
composition and will continue to monitor developments in corporate
governance to ensure the Company remains at the forefront of good
governance practices.
Gerard Kleisterlee
On behalf of the Nominations and Governance Committee
20 May 2014
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