Vodafone 2009 Annual Report Download - page 68

66 Vodafone Group Plc Annual Report 2009
Non-executive directors’ remuneration
The remuneration of non-executive directors is reviewed annually by the Board,
excluding the non-executive directors. Vodafone’s policy is to pay competitively for
the role, including consideration of the time commitment required. In this regard, the
fees are benchmarked against a comparator group of the current FTSE 15 companies.
Following the 2009 review, there will be no changes to the fees from 1 April 2009:
Fees payable (£’000s)
From From
Position/role 1 April 2008 1 April 2009
Chairman 560 No change
Deputy Chairman 155 No change
Non-executive director 110 No change
Chairmanship of Audit Committee 25 No change
Chairmanship of Remuneration Committee 20 No change
Chairmanship of Nominations and Governance Committee 15 No change
In addition, an allowance of £6,000 is payable each time a non-Europe based non-
executive director is required to travel to attend Board and committee meetings, to
reflect the additional time commitment involved.
Details of each non-executive director’s remuneration for the 2009 financial year are
included in the table below.
Non-executive directors do not participate in any incentive or benefit plans. The
Company does not provide any contribution to their pension arrangements. The
Chairman is entitled to use of a car and a driver whenever and wherever he is providing
his services to or representing the Company.
Directors’ remuneration continued
Audited information for non-executive directors serving during the year ended 31 March 2009(1):
Salary/fees Benefits Total
2009 2008 2009 2008 2009 2008
£’000 £’000 £’000 £’000 £’000 £’000
Chairman
Sir John Bond 575 540 27 13 602 553
Deputy Chairman
John Buchanan 155 145 – 10 155 155
Non-executive directors
Dr Michael Boskin 63 166 – 12 63 178
Alan Jebson 146 135 – 12 146 147
Nick Land 127 105 – 10 127 115
Anne Lauvergeon 110 105 – – 110 105
Simon Murray 110 79 – – 110 79
Professor Jürgen Schrempp 37 105 – – 37 105
Luc Vandevelde 130 125 – 10 130 135
Anthony Watson 110 105 – 8 110 113
Philip Yea 110 105 – – 110 105
Total 1,673 1,715 27 75 1,700 1,790
Note:
(1) Former Chairman, Lord MacLaurin, received consulting fees of £125,000 during the year, together with continued benefits valued at £18,500 from his previous arrangements. These arrangements
will end in July 2009.
Chairman and non-executive directors service contracts
The Chairman, Sir John Bond, has a contract that may be terminated by either party
on one year’s notice. The date of his letter of appointment is 5 December 2005.
Non-executive directors, including the Deputy Chairman, are engaged on letters
of appointment that set out their duties and responsibilities. The appointment of
non-executive directors may be terminated without compensation. Non-executive
directors are generally not expected to serve for a period exceeding nine years.
The terms and conditions of appointment of non-executive directors are available for
inspection by any person at the Company’s registered office during normal business
hours and at the AGM (for 15 minutes prior to the meeting and during the meeting).
Date of Date of
letter of appointment re-election
John Buchanan 28 April 2003 AGM 2009
Alan Jebson 7 November 2006 AGM 2009
Samuel Jonah 9 March 2009 AGM 2009
Nick Land 7 November 2006 AGM 2009
Anne Lauvergeon 20 September 2005 AGM 2009
Simon Murray 16 May 2007 AGM 2009
Luc Vandevelde 24 June 2003 AGM 2009
Anthony Watson 6 February 2006 AGM 2009
Philip Yea 14 July 2005 AGM 2009