Annual Report – 31 March 1997 - Vodafone

Vodafone Group Plc Annual Report & Accounts for the year ended 31 March 1997
Composition of the Committee
The Remuneration Committee is chaired by Sir Ernest Harrison and consists exclusively of non-executive
directors of the Company. Sir William Barlow and Sir Robert Clark served on the Committee during the
year.
Remuneration policy
In determining the Company's broad policy for executive remuneration, and in particular the remuneration
package for each of the executive directors, the Committee aims to provide remuneration which is
competitive and which will ensure the right rewards are given to attract, motivate and retain executives of
a calibre commensurate to the needs of the Group. When appropriate, the Committee invites the views of
the Chief Executive and the Group Director of Personnel and commissions reports from expert
remuneration consultants. The results of market surveys and other analyses from external sources are also
made available to the Committee, which has resolved to review its policy on a regular basis to ensure it
continues to meet the Company's requirements and to comply with best practice.
Salaries and benefits
The remuneration package of the executive directors is made up of a number of elements. Each is paid an
annual salary, on which pension benefits are calculated, and is provided with a car, health care benefits
and a mobile telephone, all of which are subject to income tax. There are no bonuses or other incentive
payments although the executive directors participate in the Company's executive share option schemes
and are entitled to participate in its all-employee share schemes, the savings related share option scheme
and the profit sharing share scheme, further details of which are provided below and in the Report of the
directors.
All executive directors are contributing members of the Vodafone Group Directors Pension Scheme,
which provides pensions and other benefits within limits prescribed by the Inland Revenue. Until his
retirement on 31 December 1996, Sir Gerald Whent participated in a defined contribution funded
unapproved retirement benefits scheme which was funded by a pension contribution equivalent to the
Company contribution paid on behalf of the other executive directors. Details of the salaries and benefits
of all the directors are set out in the table below, together with details of the Company's contributions to
pension schemes. A separate table below shows the pension benefits earned by the directors in the year.
Share options are analysed in the table below.
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