Vodafone 2014 Annual Report Download - page 67

Remuneration Committee
“ Our remuneration policy and executive pay
packages are designed to be competitive
and drive behaviour in order
to achieve long-term strategic goals.
When making decisions we are mindful
of the wider economic conditions and
shareholder feedback.”
Membership:
With effect from 28 July 2014, Philip Yea will step down from the Remuneration
Committee and Valerie Gooding will be appointed to the Committee.
Key objective:
to assess and make recommendations to the Board on the policies
for executive remuneration and packages for the individual
executive directors.
Responsibilities:
a determining, on behalf of the Board, the policy on the remuneration
of the Chairman of the Board, the executive directors and the senior
management team;
a determining the total remuneration packages for these individuals
including any compensation on termination of ofce;
a operating within recognised principles of good governance; and
a preparing an annual report on directors’ remuneration.
Committee meetings
No one other than a member of the Committee is entitled
to be present at its meetings. The Chairman of the Board and Chief
Executive may attend the Committee’s meetings by invitation but
they do not attend when their individual remuneration is discussed.
No director is involved in deciding his or her own remuneration.
The Committee met ve times during the year.
Main activities of the Committee during the year
A detailed report to shareholders from the Committee on behalf of the
Board in which, amongst other things, I have included a description
of the Committee’s activities during the year, is contained in “Directors’
remuneration” on pages 69 to 85.
Executive Committee
The Committee meets 11 times a year under the chairmanship of the
Chief Executive. Topics covered by the Committee include:
a Chief Executive update on the business and business environment;
a regional chief executives’ updates;
a Group function heads’ updates;
a substantial business developments and projects;
a talent;
a presentations from various function heads, for example, the Group
Financial Controller, the Group Audit Director and the Group
Compliance Director;
a competitor analysis; and
a strategy.
Annually, the Executive Committee, together with the chief
executives of the major operating companies, conduct a strategy
review to identify key strategic issues to be presented to the Board.
The agreed strategy is then used as a basis for developing the
upcoming budget and three year operating plans.
The Committee members’ biographical details are set out on pages 52
and 53 and at vodafone.com/exco.
Policy and Compliance Committee
This is a sub-committee of the Executive Committee comprising
three Executive Committee members. It is appointed to assist the
Executive Committee to full its accountabilities with regard to policy
compliance. In particular, the Committee approves changes to policies,
does deep dives into particular policies to assess whether they are
effective and maintains an overview of the status of compliance
throughout Vodafone so clear and accurate reports can be made
to the Audit and Risk Committee twice a year. Deep dives this year
covered the policies relating to radio frequency electromagnetic elds
(‘EMF’), competition law, protecting customer information, anti-money
laundering and fraud.
Disclosure Committee
The Disclosure Committee, appointed by the Chief Executive and Chief
Financial Ofcer to ensure the accuracy and timeliness of Company
disclosures, oversees and approves controls and procedures in relation
to the public disclosure of nancial information and other information
material to shareholders. It is composed of the Group General Counsel
and Company Secretary (the Chair), Regional Chief Financial Ofcers,
the Group Financial Controller, the Group Investor Relations Director,
the Group Strategy and Business Development Director, and the
Group External Affairs Director.
Chairman
Luc Vandevelde
(Independent non-executive director)
Renee James
(Independent non-executive director)
Samuel Jonah
(Independent
non-executive director)
Philip Yea
(Independent
non-executive director)
65Overview Strategy review Performance Governance Financials Additional information