Vodafone 2015 Annual Report Download - page 71

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 three times during the
year. In May 2014, the Board reviewed the
mix and skills of the current and prospective
Directors and it considered the skills and
experience that could be usefully added.
The Committee identied that it would
be valuable for a Non-Executive Director
to be appointed who had experience of content
and media sectors and who had experience
as a chief executive. The Committee was also
conscious of the need to ensure that the Board
was not too UK-centric in its composition.
Dr Mathias Döpfner was identied as meeting
these criteria. He was invited to meet
with the members of the Committee and
following those meetings, the Committee
recommended to the Board that he be invited
to become a Non-Executive Director. The Board
accepted the recommendation and Dr Döpfner
accepted the Board’s invitation and became
a Director with effect from 1 April 2015.
The Committee also focused on executive
succession planning. It discussed this
topic with the Chief Executive and the
Group HR Director and in private sessions
of the Committee.
During the year Nick Read was appointed
as Chief Financial Ofcer and joined the Board
on 1 April 2014. Two senior executives (Stephen
Pusey and Marten Pieters) announced their
retirement from Vodafone during the year.
Johan Wibergh joined Vodafone on 1 May
and will succeed Stephen as Vodafone’s Chief
Technology Ofcer on 29 July 2015. Sunil Sood,
formerly Vodafone India Limited’s Chief
Operating Ofcer, succeeded Marten Pieters
as Chief Executive of Vodafone India with effect
from 1 April 2015.
Omid Kordestani, a Non-Executive Director,
stepped down from the Board on 31 December
2014. Luc Vandevelde, the Company’s Senior
Independent Director, informed the Board
that he would not stand for re-election at the
2015 annual general meeting. The Committee
considered, and made recommendations
to the Board, about various changes to take
account of this. These changes, which the
Board approved, were that with effect from
the 2015 annual general meeting, Philip
Yea be appointed as Senior Independent
Director, and Valerie Gooding be appointed
as Chair of the Remuneration Committee
and a member of the Nominations and
Governance Committee.
Attendance at scheduled meetings
Director Attendance
Gerard Kleisterlee 3/3
Luc Vandevelde 3/3
Anthony Watson (Stepped down from the Board in July 2014) 1/1
Philip Yea 3/3
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 page 58);
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.
Membership
Chairman (pictured right):
Gerard Kleisterlee Chairman of the Board – Independent
on appointment
Luc Vandevelde Senior Independent Director
Philip Yea Independent Non-Executive Director
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.”
Overview Strategy review Performance Governance Financials Additional information Vodafone Group Plc
Annual Report 2015
69