Vodafone 2016 Annual Report Download - page 55

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 assessing the composition of the Board and making
recommendations on appointments to the Board and senior
executive succession planning;
a overseeing the performance evaluation of the Board,
its committees and individual Directors; and
a overseeing all matters relating to corporate governance, bringing
any issues to the attention of the Board.
The terms of reference of the Committee are available
on vodafone.com/governance.
Chairman
Gerard Kleisterlee
Chairman of the Board –
Independent on appointment
Nominations
and Governance
Committee
The Committee continues its work of ensuring the
Board composition is right and that our governance
is effective.
Assessment of the independence of the
Non-Executive Directors
The Committee reviewed the independence of all the Non-Executive
Directors and in particular Philip Yea and Nick Land, who have both
served on the Board for over nine years. The Committee considered
their length of tenure on the Board, independence and other
external commitments. As a result of its assessment, the Committee
is condent that Philip and Nick continue to demonstrate qualities
of independence and judgement in carrying out their roles. In addition,
the Committee believes that Philip’s and Nick’s external commitments
have not negatively impacted their commitment to Vodafone and
therefore recommended to the Board that Philip and Nick stand
for reappointment at the 2016 annual general meeting. All of the
Non-Executive Directors are considered independent.
Board evaluation
The Committee oversaw the external evaluation of the Board and
Committees. A description of the process and conclusions of the
evaluation is set out on page 45.
Succession planning
The Committee received several presentations throughout the year
from the Chief Executive and Group Human Resources Director.
The presentations provided details of the changes to the Vodafone
organisational structure in order to deliver our strategy as well
as succession planning for senior management. Potential successors
have been identied for the top senior management positions and the
Committee reviewed the proles for all of these positions during the year.
The Committee also monitors a schedule on the length of tenure
of the Chairman and Non-Executive Directors and the mix and skills
of the Directors.
The Committee is satised that adequate succession planning
is currently in place for the Executive Directors and senior executives,
but will keep succession planning under review and monitor the
progress and success of the development plans which have been
established for relevant employees.
Diversity
Vodafone acknowledges the importance of diversity and inclusion
to the effective functioning of the Board. This includes diversity of skills
and experience, age, gender, disability, sexual orientation, cultural
background or belief.
25% of our Board roles are held by women and our ambition over the
coming years is to increase that proportion further.
Diversity extends beyond the boardroom. The Board supports
management in its efforts to build a diverse organisation and endorses
the Group’s “Recruiting and Managing People” policy, one of the
objectives of which is to “attract and develop a highly qualied and
diverse workforce and ensure that all selection decisions are based
on merit”.
Governance
The Committee reviewed Vodafone’s compliance with the 2014
UK Corporate Governance Code and was satised that Vodafone
complied with the Code during the year. It also received updates
on corporate governance developments during the year and
considered the impact of these developments on Vodafone.
Gerard Kleisterlee
On behalf of the Nominations and Governance Committee
17 May 2016
Committee meetings
The Committee met ve times during the year. I invite other individuals
and external advisers to attend all or part of any meeting, as and
when appropriate.
I report to the Board, as a separate agenda item, on the activities of the
Committee at the following Board meeting.
David Nish’s appointment
The Committee reviewed the mix and skills of the Board and
identied that it would be valuable for a Non-Executive Director
to be appointed who had nancial expertise and capital markets skills
as well as experience as a chief executive. A description of the role
and capabilities required for this appointment was prepared. Sciteb,
an external search consultancy, was appointed, which has no other
connection to Vodafone and has signed up to the voluntary Code
of Conduct for Executive search rms. David was identied as a suitable
candidate. 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 David accepted the
Board’s invitation and became a Non-Executive Director with effect from
1 January 2016.
Changes to the Board and Committees
The changes made to the composition of the Board and Committees
during the year are set out on page 54.
Overview Strategy review Performance Governance Financials Additional information
Vodafone Group Plc
Annual Report 2016
53