Vodafone 2016 Annual Report Download - page 67

Annual Report on remuneration
Remuneration Committee
In this section we give details of the composition of the Remuneration Committee and activities undertaken during the 2016 nancial year.
The Committee is comprised to exercise independent judgement and consists only of the following independent Non-Executive Directors:
Chairman: Valerie Gooding (from 28 July 2015)
Committee members: Renee James and Samuel Jonah
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 analysis from external advisers 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 advisers
The Remuneration Committee seeks and considers advice from independent remuneration advisers where appropriate. The appointed advisers,
Willis Towers Watson, were selected through a thorough process led by the Chairman of the Remuneration Committee and were appointed by the
Committee in 2007. The Chairman of the Remuneration Committee has direct access to the advisers as and when required, and the Committee
determines the protocols by which the advisers interact with management in support of the Committee. The advice and recommendations
of the external advisers are used as a guide, but do not serve as a substitute for thorough consideration of the issues by each Committee member.
Advisers attend Committee meetings occasionally, as and when required by the Committee.
Willis Towers Watson is a member of the Remuneration Consultants’ Group and, as such, voluntarily operates 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. Willis Towers Watson has conrmed that it adheres
to that Code of Conduct throughout the year for all remuneration services provided to Vodafone and therefore the Committee is satised that
it is independent and objective. The Remuneration Consultants’ Group Code of Conduct is available at remunerationconsultantsgroup.com.
Adviser Appointed by Services provided to the Committee
Fees for services
provided to the
Committee
£’0001Other services provided to the Company
Willis Towers Watson Remuneration
Committee
in 2007
Advice on market practice; governance;
provision ofmarket data on executive reward;
rewardconsultancy; and performance analysis.
£102 Reward and benets consultancy;
provision of benchmark data; pension
administration; and insurance
consultancy services.
Note:
1 Fees are determined on a time spent basis.
2015 annual general meeting – Remuneration Report voting results
At the 2015 annual general meeting there was an advisory vote on our Remuneration Report. Details of the voting outcomes are provided in the
table below.
Votes for %Votes against %Total votes Withheld
Remuneration Report 17,072,436,151 97.19 493,289,470 2.81 17,565,725,621 553,520,692
2014 annual general meeting – Remuneration Policy voting results
At the 2014 annual general meeting there was a binding vote on our Remuneration Policy. Details of the voting outcomes are provided in the
table below.
Votes for %Votes against %Total votes Withheld
Remuneration Policy 16,620,036,145 95.97 698,459,069 4.03 17,318,495,214 227,447,313
Meetings
The Remuneration Committee had seven formal meetings during the year. In addition, informal conference calls can also take place. The principal
agenda items at the formal meetings were as follows:
Meeting Agenda items
May 2015 a 2015 annual bonus achievement and 2016 targets and ranges
a 2012 long-term incentive award vesting and 2016 targets and ranges
a 2015 Directors’ Remuneration Report
June 2015 a Re-organisation of Europe region
July 2015 a 2016 long-term incentive awards a Large local market CEO remuneration
September 2015 a 2015 grant of co-investment awards
November 2015 a 2016 reward strategy
a Annual review of remuneration policy
a Corporate governance matters
January 2016 a 2016 annual bonus framework
March 2016 a 2016 reward packages for the Executive Committee
a Non-Executive Director fee levels
a Chairman’s fees
a 2016 Directors’ Remuneration Report
a Committee’s Terms of Reference
a Risk assessment
Overview Strategy review Performance Governance Financials Additional information
Vodafone Group Plc
Annual Report 2016
65