106 Vodafone Group Plc Annual Report 2024
Strategic report
Governance
Financials
Other information
Annual Report on Remuneration
Remuneration Committee In this section we give details of the composition of the Remuneration Committee (the ‘Committee’) and activities undertaken during the 2024 financial year. The Committee’s function is to exercise independent judgement and consists only of the following independent Non-Executive Directors: Chair: Amparo Moraleda (appointed 25 July 2023), Valerie Gooding (until 25 July 2023) Committee members: Delphine Ernotte Cunci, Michel Demaré and Dame Clara Furse (until 25 July 2023) The Committee regularly consults with Margherita Della Valle, Group Chief Executive, and Leanne Wood, the Chief Human Resources Officer, 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, James Ludlow, the Group Reward and Policy Director, provides a perspective on information provided to the Committee, and requests information and analysis from external advisers as required. Maaike de Bie, the Group General Counsel and Company Secretary, advises the Committee on corporate governance guidelines and is Secretary to the Committee. External advisers The Committee seeks and considers advice from independent remuneration advisers where appropriate. The appointed advisers, WTW, were appointed by the Committee in 2007. The Chair of the Committee has direct access to these advisers as and when required, and the Committee determines the protocols by which these advisers interact with management in support of the Committee. The advice and recommendations of the external advisers are used as a guide, but do not serve as a substitute for thorough consideration of the issues by each Committee member. Advisers attend Committee meetings occasionally, as and when required by the Committee. WTW is 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 confidentiality by executive remuneration consultants. WTW has confirmed that it adhered to that Code of Conduct throughout the year for all remuneration services provided to Vodafone and therefore the Committee is satisfied that it is independent and objective. The Remuneration Consultants’ Group Code of Conduct is available at remunerationconsultantsgroup.com.
Fees for services provided to the Committee £’000 1
Adviser WTW
Appointed by Remuneration Committee in 2007
Services provided to the Committee Advice on market practice; governance; provision of market data on executive reward; reward consultancy; and performance analysis.
Other services provided to the Company Reward and benefits consultancy; provision of benchmark data; outsourced pension administration; and insurance consultancy services.
£140
Note: 1. Fees are determined on a time spent basis. 2023 Annual General Meeting – Remuneration Policy voting results At the 2023 Annual General Meeting there was a binding vote on our Remuneration Policy. Details of the voting outcomes are provided in the table below. Votes for % Votes against % Total votes Withheld Remuneration Policy 16,676,713,036 95.18 845,122,413 4.82 17,521,835,449 435,210,254 2023 Annual General Meeting – Remuneration Report voting results At the 2023 Annual General Meeting there was 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 Report 16,260,672,370 90.75 1,658,116,047 9.25 17,918,788,417 49,211,242 Meetings The Remuneration Committee normally has five scheduled meetings per year, held either in person or via conference call. Details of the principal agenda items for these meetings for the year under review are set out below. In addition to these scheduled meetings, ad hoc meetings or conference calls can also take place when required. Meeting attendance can be found on page 70. Meeting Agenda items May 2023 – 2023 annual bonus achievement and 2024 targets/ranges – 2021 long-term incentive award vesting and 2024 targets/ranges – External market update – 2023 Directors’ Remuneration Report – Shareholder engagement July 2023 – 2023 AGM update – Share plan grant approval November 2023 – External market update – Share plan update January 2024 – 2025 short-term incentive structure – Share plan update – Gender Pay Gap reporting March 2024 – Risk assessment of incentive plans – Remuneration arrangements across Vodafone – 2024 Directors’ Remuneration Report – Chair and Non-Executive Director fee levels – 2025 reward packages for the Executive Committee
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