The way ahead? - Vodafone
The way ahead? - Vodafone
The way ahead? - Vodafone
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60<br />
Nominations and<br />
Governance Committee<br />
“ <strong>The</strong> Nominations and Governance<br />
Committee continues its work of ensuring<br />
the Board composition is right and that<br />
our governance is effective.”<br />
Membership:<br />
<strong>Vodafone</strong> Group Plc<br />
Annual Report 2013<br />
Corporate governance (continued)<br />
Philip Yea<br />
(Independent<br />
non-executive director )<br />
Chairman<br />
Gerard Kleisterlee<br />
(Chairman of the Board – Not independent)<br />
Anthony Watson<br />
(Independent non-executive director)<br />
Luc Vandevelde<br />
(Independent<br />
non-executive director<br />
and Senior Independent<br />
Director)<br />
Key objective:<br />
to ensure the Board comprises individuals with the necessary<br />
skills, knowledge and experience to ensure that it is effective<br />
in discharging its responsibilities and oversight of all matters relating<br />
to corporate governance.<br />
Responsibilities:<br />
a leads the process for identifying and making recommendations<br />
to the Board regarding candidates for appointment as directors,<br />
giving full consideration to succession planning and the leadership<br />
needs of the Group;<br />
a makes recommendations to the Board on the composition of the<br />
Board’s committees;<br />
a regularly reviews and makes recommendations in relation<br />
to the structure, size and composition of the Board including the<br />
diversity and balance of skills, knowledge and experience, and the<br />
independence of the non-executive directors;<br />
a oversees the performance evaluation of the Board, its committees<br />
and individual directors (see page 58);<br />
a reviews the tenure of each of the non-executive directors; and<br />
a is responsible for the oversight of all matters relating to corporate<br />
governance, bringing any issues to the attention of the Board.<br />
Committee meetings<br />
No one other than a member of the Committee is entitled to be present<br />
at its meetings; however, other non-executive directors, the Chief<br />
Executive and external advisors may be invited to attend. In the event<br />
of matters arising concerning my membership of the Board, I would<br />
absent myself from the meeting as required and the Board’s Senior<br />
Independent Director would take the chair.<br />
Main activities of the Committee during the year<br />
<strong>The</strong> Committee met four times during the year and considered<br />
executive succession planning, replenishment of the Board and the<br />
Board effectiveness review.<br />
<strong>The</strong> Committee leads the process for appointments to the Board. <strong>The</strong>re<br />
is a formal, rigorous and transparent procedure for the appointment<br />
of new directors. Candidates are identified and selected on merit<br />
against objective criteria and with due regard to the benefits of diversity<br />
on the Board, including gender. During the year, an external search was<br />
commissioned, using an independent executive search firm, Korn Ferry,<br />
which has no other connection with the Company, to search for nonexecutive<br />
director candidates with relevant international experience<br />
in the high-tech sector. Omid Kordestani was identified as a potential<br />
candidate and subsequently recommended to the Board by the<br />
Nominations and Governance Committee on the basis that he met the<br />
desired criteria.<br />
<strong>The</strong> Board acknowledges that diversity extends beyond the<br />
boardroom and supports management in their efforts to build a diverse<br />
organisation. It endorses the Company’s policy to attract and develop<br />
a highly qualified and diverse workforce; to ensure that all selection<br />
decisions are based on merit and that all recruitment activities are<br />
fair and non-discriminatory. <strong>The</strong> boardroom diversity policy was<br />
introduced in February 2012 and reviewed by the Committee in March<br />
2013. It acknowledges the importance of diversity, including gender,<br />
to the effective functioning of the Board and focuses on our aspiration<br />
to have a minimum of 25% female representation on the Board by 2015.<br />
Following the respective retirements of Sir John Buchanan and Michel<br />
Combes, together with the appointment of Omid Kordestani, at 21 May<br />
2013 the Board has 15% female representation. Subject to securing<br />
suitable candidates, when making appointments we will seek directors<br />
who fit the skills criteria and gender balance that is in line with the<br />
Board’s aspiration. We continue to focus on encouraging diversity<br />
of business skills and experience, recognising that directors with diverse<br />
skills sets, capabilities and experience gained from different geographic<br />
and cultural backgrounds enhance the Board. Further information,<br />
including the proportions of women in senior management, is shown<br />
in “Our people” on page 35, and within the organisation overall,<br />
is contained in our 2013 sustainability report, available at vodafone.<br />
com/sustainability.<br />
This year, when reviewing the re-election of directors at the AGM in July,<br />
the Committee took account of the fact that Luc Vandevelde will have<br />
served ten years as of 31 August 2013. <strong>The</strong> Board has considered<br />
the matter carefully and believes that Luc Vandevelde continues<br />
to demonstrate the qualities of independence in carrying out his<br />
role, supporting the executive directors and senior management<br />
in an objective manner. His length of service and resulting experience<br />
and knowledge of the Company is of great benefit to the Board.<br />
We will continue to keep his independence under review.<br />
In the year <strong>ahead</strong> the Committee will continue to assess what<br />
enhancements should be made to the Board’s and committees’<br />
composition and will continue to monitor developments in corporate<br />
governance to ensure the Company remains at the forefront of good<br />
governance practices.<br />
Gerard Kleisterlee<br />
On behalf of the Nominations and Governance Committee<br />
21 May 2013