108 Vodafone Group Plc Annual Report 2026
Strategic report
Governance
Financials
Other information
Remuneration Policy continued
Governance of Directors’ Remuneration To avoid conflicts of interest, the Remuneration Committee is entirely comprised of Non-Executive Directors (who are not eligible to participate in the Company’s annual bonus or long-term incentive arrangements) and the Remuneration Committee ensures that individuals are not present when the Remuneration Committee discusses their own remuneration. Subject to approval, we will review our Remuneration Policy each year to ensure that it continues to support our Company strategy and, if it is necessary to make a change to our Remuneration Policy within the next three years, we will seek prior shareholder approval. Additional Policy statement The Remuneration Committee reserves the right to make payments outside of the Policy in limited, exceptional circumstances, such as for regulatory, tax or administrative purposes, or to take account of a change in legislation or exchange controls, and only where the Remuneration Committee considers such payments are necessary to give effect to the intent of the Policy.
In exceptional circumstances, an arrangement may be established specifically to facilitate the exit of a particular individual albeit that any such arrangement would be made within the context of minimising the cost to the Group. We will only take such a course of action in exceptional circumstances and where it
is considered to be in the best interests of shareholders. Chair and Non-Executive Directors’ remuneration
Our policy is for the Chair to review the remuneration of Non-Executive Directors annually following consultation with the Remuneration Committee Chair and Group Chief Executive. Fees for the Chair are set by the Remuneration Committee. Element Policy Fees – We pay a fee to our Chair which includes fees for chair of any committees. We pay a fee to each of our other Non-Executive Directors and they may receive an additional fee if they chair or are a member of a committee and/or hold the position of Senior Independent Director and/or Workforce Engagement Lead.
– The Committee continues to review how fees are delivered, with reference to regulatory requirements for UK-listed companies. Whilst fees are typically delivered in cash, the Committee may choose to deliver fees in shares if this is deemed to be more appropriate. – We aim to pay competitively for the role including consideration of the time commitment required and benchmark the fees against an appropriate external comparator group. – Non-Executive Directors’ fee levels are set within the maximum level as approved by shareholders as part of our Articles of Association. We review the structure of fees from time to time and may, as appropriate, make changes to the manner in which total fees are structured, including but not limited to any additional chair or membership fees. – Non-Executive Directors do not participate in any incentive plans although they are encouraged to build up a personal shareholding in the Company. – Non-Executive Directors do not participate in any benefit plans. The Company does not provide any contribution to their pension arrangements. The Chair is entitled to the use of a car and a driver whenever and wherever they are providing their services to or representing the Company. Where Non-Executive Directors incur certain taxable travel and accommodation expenses in relation to attending Board activities, we also cover the tax liability for these expenses. In appropriate circumstances, an allowance may be payable to certain non-Europe-based Non-Executive Directors when required to travel to attend Board and committee meetings to reflect the additional time commitment involved.
Operation
Incentives
Benefits
Non-Executive Director letters of appointment Non-Executive Directors are engaged through letters of appointment that set out their duties and responsibilities. The appointment of Non-Executive Directors may be terminated without compensation. Non-Executive Directors are generally not expected to serve for a period exceeding nine years. For further information refer to the Nominations and Governance Committee section of the Annual Report.
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