Vodafone 2014 Annual Report Download - page 79

Annual report on remuneration
Remuneration Committee
In this section we give details of the composition of the Remuneration Committee and activities undertaken over the 2014 nancial year.
The Committee is comprised to exercise independent judgement and consists only of the following independent non-executive directors:
Chairman: Luc Vandevelde
Committee members: Renee James; Samuel Jonah; Philip Yea
The Committee regularly consults with Vittorio Colao, the Chief Executive, and Ronald Schellekens, the Group HR Director, on various matters
relating to the appropriateness of awards for executive directors and senior executives, though they are not present when their own compensation
is discussed. Inaddition, Adrian Jackson, the Group Reward and Policy Director, provides a perspective on information provided to the Committee,
and requests information and analyses from external advisors as required. Rosemary Martin, the Group General Counsel and Company Secretary,
advises the Committee on corporate governance guidelines and acts as secretary to the Committee.
External advisors
The Remuneration Committee seeks and considers advice from independent remuneration advisors where appropriate. The two appointed
advisors were selected through a thorough process led by the Chairman of the Remuneration Committee and were appointed by the Committee.
The Chairman of the Remuneration Committee has direct access to the advisors as and when required, and the Committee determines the
protocols by which the advisors interact with management in support of the Committee. The advice and recommendations of the external
advisors are used as a guide, but do not serve as a substitute for thorough consideration of the issues by each Committee member. Advisors attend
Committee meetings occasionally, as and when required by the Committee.
Pricewaterhouse Coopers LLP (‘PwC’) and Towers Watson are both members of the Remuneration Consultants’ Group and, as such, voluntarily
operate under the Remuneration Consultants’ Group Code of Conduct in relation to executive remuneration consulting in the UK. This is based upon
principles of transparency, integrity, objectivity, competence, due care and condentiality by executive remuneration consultants. PwC and Towers
Watson have conrmed that they adhered to that Code of Conduct throughout the year for all remuneration services provided to Vodafone and
therefore the Committee are satised that they are independent and objective. The Remuneration Consultants’ Group Code of Conduct is available
at remunerationconsultantsgroup.com.
Advisor Appointed by Services provided to the Committee
Fees for services
provided to the
Committee (’000)1Other services provided to the Company
Pricewaterhouse
Coopers LLP (‘PwC’)
Remuneration
Committee in 2007
Advice on market practice; Governance;
Performance analysis; Plan design
£63 International mobility; Finance;
Technology; Tax; Operations; Compliance
Towers Watson Remuneration
Committee in 2007
Advice on market practice; Governance; Provide
market data on executive and non-executive
reward; Reward consultancy; Performance analysis
£25 Pension and benet administration;
Reward consultancy
Note:
1 Fees are determined on a time spent basis
PwC have been appointed as our auditors from April 2014 and therefore no longer advise the Remuneration Committee. Towers Watson continue
to act as independent remuneration advisors.
Philip Yea sat on an advisory board for PwC until 14th January 2014. In light of PwC’s role as advisor to the Remuneration Committee
on remuneration matters up until April 2014, the Remuneration Committee considered his position and determined that there was no conict
or potential conict arising.
2013 AGM
The 2013 remuneration report received a 96.36% vote in favour of a total of 31,950,649,494 votes cast (3.64% votes against and 436,513,724 votes
were withheld).
Meetings
The Remuneration Committee had six formal meetings during the year. Outside these meetings there are frequent discussions usually by
conference call. The principal agenda items at the formal meetings were as follows:
Meeting Agenda items
May 2013 a 2013 annual bonus achievement and 2014 targets and ranges.
a 2011 long-term incentive award vesting and 2014 targets and ranges.
a 2013 directors’ remuneration report.
a Review of the effectiveness of the Committee.
July 2013 a 2014 long-term incentive awards. a Large local market CEO remuneration.
September 2013 a Impact of the Verizon Wireless transaction on reward arrangements.
November 2013 a 2015 reward strategy.
a 2014 long-term incentive awards, share ownership levels, accounting
costs and dilution levels.
a Reduction of maximum leverage on future long-term incentive
awardsfrom 300% to 250% of target.
a Reduction of pension levels from November 2015 from 30% to 24%
of base salary.
a Impact of the Verizon transaction and Project
Spring on incentives.
a New share plan rules.
a New remuneration reporting regulations.
a Remuneration package for Nick Read and
departure arrangements for Andy Halford.
January 2014 a 2015 annual bonus framework.
a Non-executive director fee levels.
a Feedback from shareholder consultation.
a Committee advisors for 2015.
March 2014 a 2015 reward packages for the Executive Committee and
Chairman’s fees.
a Risk assessment.
a 2014 directors’ remuneration report.
a 2015 long-term incentive awards.
a Committee’s effectiveness and terms of reference.
77Overview
Strategy
review Performance Governance Financials Additional information