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Non-executive directors' remuneration

The remuneration of non-executive directors is reviewed annually by the Board, excluding the non-executive directors. Vodafone’s policy is to pay competitively for the role, including consideration of the time commitment required. In this regard, the fees are benchmarked against a comparator group of the current FTSE 15 companies. Following the 2009 review, there will be no changes to the fees from 1 April 2009:

  Fees payable (£’000s)

1 April 2008
1 April 2009
Chairman 560 No change
Deputy Chairman 155 No change
Non-executive director 110 No change
Chairmanship of Audit Committee 25 No change
Chairmanship of Remuneration Committee 20 No change
Chairmanship of Nominations and Governance Committee 15 No change

In addition, an allowance of £6,000 is payable each time a non-Europe based non-executive 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 2009 financial year are included in the table below.

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. The date of his letter of appointment is 5 December 2005.

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. Non-executive directors are generally not expected to serve for a period exceeding nine years.

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).

Date of
letter of appointment
Date of
John Buchanan 28 April 2003 AGM 2009
Alan Jebson 7 November 2006 AGM 2009
Samuel Jonah 9 March 2009 AGM 2009
Nick Land 7 November 2006 AGM 2009
Anne Lauvergeon 20 September 2005 AGM 2009
Simon Murray 16 May 2007 AGM 2009
Luc Vandevelde 24 June 2003 AGM 2009
Anthony Watson 6 February 2006 AGM 2009
Philip Yea 14 July 2005 AGM 2009