Vodafone 2015 Annual Report Download - page 85

Annual Report on remuneration
Remuneration Committee
In this section we give details of the composition of the Remuneration Committee and activities undertaken over the 2015 nancial year.
The Committee is comprised to exercise independent judgement and consists only of the following independent Non-Executive Directors:
Chairman: Luc Vandevelde
Committee members: Valerie Gooding (from 29 July 2014); Renee James; Samuel Jonah; Philip Yea (until 29 July 2014)
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 advisors 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 advisors
The Remuneration Committee seeks and considers advice from independent remuneration advisors where appropriate. The appointed advisors,
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 advisors as and when required, and the Committee
determines the protocols by which the advisors interact with management in support of the Committee. The advice and recommendations
of the external advisors are used as a guide, but do not serve as a substitute for thorough consideration of the issues by each Committee member.
Advisors attend Committee meetings occasionally, as and when required by the Committee.
Towers Watson are 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. Towers Watson has conrmed that they adhered
to that Code of Conduct throughout the year for all remuneration services provided to Vodafone and therefore the Committee are satised that they
are independent and objective. The Remuneration Consultants’ Group Code of Conduct is available at remunerationconsultantsgroup.com.
Advisor Appointed by Services provided to the Committee
Fees for services
provided to the
Committee
£’0001Other services provided to the Company
Towers Watson Remuneration
Committee in 2007
Advice on market practice; Governance; Provide
market data on executive and non-executive
reward; Reward consultancy; Performance analysis
56 Reward and benets consultancy,
provision of benchmark data and pension
administration
Note:
1 Fees are determined on a time spent basis.
2014 annual general meeting
At the 2014 annual general meeting there was a binding vote on our Remuneration Policy and 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 Policy 16,620,036,145 95.97% 698,459,069 4.03% 17,318, 4 9 5 , 214 2 2 7, 4 47,313
Remuneration Report 16,547,116,308 97. 29% 461,161,775 2.71% 17,008,278,083 5 3 7, 651,18 4
Meetings
The Remuneration Committee had six formal meetings during the year. Outside these meetings there are frequent discussions usually
by conference call. The principal agenda items at the formal meetings were as follows:
Meeting Agenda items
May 2014 a 2014 annual bonus achievement and 2015 targets and ranges
a 2012 long-term incentive award vesting and 2015 targets and ranges
a 2014 Directors’ remuneration report
July 2014 a 2015 long-term incentive awards a Large local market CEO remuneration
November 2014 a 2016 reward strategy
a Executive Committee remuneration
a Corporate governance matters
December 2014 a Succession planning for Stephen Pusey
February 2015 a 2016 annual bonus framework
March 2015 a 2015 reward packages for the Executive Committee
a Non-Executive Director fee levels
a Chairman’s fees
a 2015 Directors’ remuneration report
a Committee’s effectiveness and terms of reference
a Risk assessment
Overview Strategy review Performance Governance Financials Additional information Vodafone Group Plc
Annual Report 2015
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