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Vodafone – Governance
Directors’ Remuneration continued
All-employee share incentive schemes
The executive directors are also eligible to participate in the all-employee plans.
Plan Summary of arrangement
Global All-Employee Share Plan The Remuneration Committee approved
a grant of 320 shares to be made on
2 July 2007 to all permanent employees.
The shares awarded vest after two years.
Sharesave The Vodafone Group 1998 Sharesave
Scheme is an HMRC approved scheme
open to all UK eligible employees.
Options under the scheme are granted at
up to a 20% discount to market value.
Executive directors’ participation is included
in the option tables on pages 79 and 80.
Share Incentive Plan The Vodafone Share Incentive Plan is
an HMRC approved plan open to all
eligible UK employees. Participants may
contribute up to £125 per month, which
the trustee of the plan uses to buy shares
on their behalf. An equivalent number of
shares are purchased with contributions
from the employing company. UK based
executive directors are eligible to participate.
Non-executive directors’ remuneration
The remuneration of non-executive directors is annually reviewed by the Board,
excluding the non-executive directors. The fees payable are as follows:
Fees payable (£’000s)
From From
Position/role 1 April 2007 1 April 2008
Chairman 525 560
Deputy Chairman 145 155
Non-executive director 105 110
Chairmanship of Audit Committee 25 25
Chairmanship of Remuneration Committee 20 20
Chairmanship of Nominations and Governance Committee 15 15
In addition, an allowance of £6,000 is payable each time a non-Europe based nonexecutive
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 2008 financial year
are included in the table on page 77.
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.
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.
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.
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).
76 Vodafone Group Plc Annual Report 2008
Other considerations
Cascade to senior management
The principles of the policy are cascaded, where appropriate, to the other
members of the Executive Committee as set out below.
Cascade of policy to Executive Committee – 2009 financial year
Total remuneration and base salary Methodology consistent with the
Main Board.
Annual bonus The annual bonus is based on the
same measures. However, in some
circumstances these are across a business
area rather than across the whole Group.
Long term incentive Policy consistent with the Main Board.
Dilution
All awards are made under plans that incorporate dilution limits as set out in the
Guidelines for Share Incentive Schemes published by the Association of British
Insurers. The current estimated dilution from subsisting awards, including
executive and all-employee share awards, is approximately 3.0% of the Company’s
share capital at 31 March 2008 (2.9% at 31 March 2007).
Funding
A mixture of newly issued shares, treasury shares and shares purchased in the
market by the employee benefit trust is used to satisfy share-based awards.
This policy is kept under review.
Other matters
The Share Incentive Plan and the DSB include restrictions on the transfer of
shares while the shares are subject to the plan. Where, under an employee share
plan operated by the Company, participants are the beneficial owners of the
shares, but not the registered owner, the voting rights are normally exercised by
the registered owner at the discretion of the participant.
All of the Company’s share plans contain provisions relating to a change of control.
Outstanding awards and options would normally vest and become exercisable
on a change of control, subject to the satisfaction of any performance conditions
at that time.
TSR performance (audited information)
The following chart shows the performance of the Company relative to the
FTSE100 index.
Five year historical TSR performance growth in the value
of a hypothetical £100 holding over five years. FTSE 100
and FTSE Global Telecoms comparison based on spot values
200
175
150
125
100
March 2003
March 2004 March 2005 March 2006 March 2007
Key: ― FTSE 100 ― Vodafone Group ― FTSE Global Telecoms
March 2008
Graph provided by Towers Perrin and calculated according to a methodology that
is compliant with the requirements of Schedule 7A of the Companies Act of 1985
Data Sources: FTSE and Datastream.
Note: Performance of the Company shown by the graph is not indicative of vesting levels under
the Company’s various incentive plans.