Vodafone 2009 Annual Report Download - page 59

Download and view the complete annual report

Please find page 59 of the 2009 Vodafone annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 148

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148

Governance
Vodafone Group Plc Annual Report 2009 57
Dear Shareholder
Last year saw a change in the executive directors’ remuneration package. The
package put even greater focus on two key criteria: shareholder alignment and link
to the business strategy.
The Remuneration Committee is satisfied that the changes made are particularly
appropriate in light of the current economic circumstances and this year the
committee has decided not to make any changes to the reward packages for the
executive directors. As such, the 2010 remuneration structure is unchanged from
2009 and the Committee has decided not to increase the base salaries for the current
executive directors in the July 2009 review.
As well as considering the current package, the Remuneration Committee continues
to monitor how well incentive awards made in previous years align with the
Company’s performance. In this regard, the Committee is confident that there is a
strong link between performance and reward.
The Remuneration Committee has appreciated the dialogue and feedback from
investors over each of the past three years and will continue to take an active interest
in their views and the voting on the remuneration report. As such, it hopes to receive
your support at the AGM on 28 July 2009.
Luc Vandevelde
Chairman of the Remuneration Committee
19 May 2009
Contents
The detail of this remuneration report is set out over the following pages, as follows:
Page 57 – The Remuneration Committee
Page 58 – Overview of remuneration philosophy
Page 59 – The remuneration package
Page 61 – Awards made to executive directors during the 2009 financial year
Page 61 – Amounts executive directors will actually receive in the 2010 financial year
Page 62 – Other considerations
Page 63 – Audited information for executive directors
Page 66 – Non-executive directors remuneration
Page 66 – Audited information for non-executive directors’ serving during the year
ended 31 March 2009
Page 67 – Beneficial interests
Remuneration Committee
The Remuneration Committee is comprised to exercise independent judgement and
consists only of independent non-executive directors. For further details, the terms
of reference can be found on page 54.
Remuneration Committee
Chairman Luc Vandevelde
Committee members Simon Murray
Professor Jürgen Schrempp (until
29 July 2008)
Anthony Watson
Philip Yea
Management attendees
Chief Executive Vittorio Colao (from 29 July 2008)
Arun Sarin (until 29 July 2008)
Group HR Director Ronald Schellekens (from 1 January 2009)
Terry Kramer (until 1 January 2009)
Group Reward Director Tristram Roberts
External advisers
During the year, Towers Perrin supplied market data and advice on market practice
and governance. PricewaterhouseCoopers LLP provided performance analysis and
advice on plan design and performance measures.
The advisers also provided advice to the Company on general human resource and
compensation related matters. In addition, PricewaterhouseCoopers LLP also
provided a broad range of tax, share scheme and advisory services to the Group
during the 2009 financial year.
Meetings
The Remuneration Committee had five scheduled and a further three other ad hoc
meetings during the year.
Directors’ remuneration