Vodafone 2015 Annual Report Download - page 60

Board evaluation, induction and training
Evaluating our
performance and keeping
up-to-date
The Board recognises that it continually needs to monitor and improve its
performance. This is achieved through annual performance evaluation,
full induction of new Board members and ongoing Board development activities.
Board Evaluation
Board effectiveness is reviewed by an external performance evaluation every three years, and will be externally
conducted again in 2016. An internal performance evaluation was carried out this year, with the assistance of
Lintstock Limited (‘Lintstock’), a London-based corporate advisory rm, which has no other connection with Vodafone.
2014 nancial year evaluation
Recommendations Actions taken in 2015 nancial year
Diversity
Diversity had improved and it should
continue on that path.
The aspiration of 25% women Board
members was achieved in March 2015.
Appointments to the Board
The process for appointing Directors
needed to be accelerated.
The process for Director recruitment has
been improved and three new Directors
have been appointed during the year.
Information ow
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.
During the year quarterly reports on
market share were provided to Directors
and the Chief Executive discussed
changes in the regulatory and competitive
environment, when relevant, during his
regular reports at each Board meeting.
Performance metrics were rened in line
with the recommendation.
Recommendations for the 2016 nancial year
This year’s ndings included that the Board’s dynamic was good. It should continue
to develop its understanding of the future challenges and trends in Vodafone’s sector,
especially convergence, technology trends and the regulatory environment. It should
increase its focus on customers’ experience and it should continue to monitor
management’s success in delivering operational strategic objectives.
The Board will continue to review its procedures, its effectiveness and development
in the nancial year ahead.
This year’s process
a Each Director completed a condential
online questionnaire, designed
by Lintstock and the Company Secretary
a Lintstock prepared a report based
on the completed questionnaires for the
Chairman and the chairman of each of the
Board committees
a The Chairman then held one-to-one
interviews with each of the Directors
to discuss the reports. The Directors were
asked for their views on, amongst other
things: strategic oversight; priorities for
change; Board composition and expertise;
effectiveness of the Board’s engagement
with shareholders; risk management and
internal control; Board dynamics and the
induction process for new Directors
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 specic self assessment questionnaire.
The Audit and Risk Committee
assessment also included input from
the external auditor and relevant
senior management
a The Chairman of each Board committee
gave feedback on the evaluation of their
committee to their committees and to the
Board at its meeting in March 2015
a The Chairman discussed Lintstock’s report
on the performance evaluation with the
Nominations and Governance Committee,
and with the Board at its meeting in
March 2015
Vodafone Group Plc
Annual Report 2015
58