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Other elements of directors’ packages

Pensions

Arun Sarin is provided with a defined contribution pension arrangement to which the Company contributes 30% of base salary.

Vittorio Colao has elected to take a cash allowance of 30% of base salary in lieu of pension contributions.

Andy Halford is a contributing member of the Vodafone Group Pension Scheme, a UK defined benefit scheme approved by HM Revenue & Customs (“HMRC”). The scheme provides a benefit of two-thirds of pensionable salary after a minimum of 20 years’ service. The normal retirement age is 60 but directors may retire from age 55 with a pension proportionately reduced to account for their shorter service, but with no actuarial reduction. Andy’s pensionable salary is capped in line with the Vodafone Group Pension Scheme Rules at £110,000. Andy has elected to take a cash allowance of 30% of base salary in lieu of pension contributions on salary above the scheme cap.

Further details of the pension benefits earned by the directors in the 2008 financial year can be found in Audited Information - pensions. Liabilities in respect of the pension schemes in which the executive directors participate are funded to the extent described in note 25 to the Consolidated Financial Statements.

All the individuals referred to above are provided benefits in the event of death in service. They also have an entitlement under a long term disability plan from which two-thirds of base salary, up to a maximum benefit determined by the insurer, would be provided until normal retirement date.

Share ownership requirements

The share ownership requirements for executive directors are set out in the table below. Ownership against these requirements is reviewed at 31 March and 30 September each year.

Required percentage of basic salary
Chief Executive 400%
Other executive directors 300%
Other Executive Committee members 200%

Service contracts of executive directors

The Remuneration Committee has determined that, after an initial term of up to two years’ duration, executive directors’ contracts should thereafter have rolling terms and be terminable on no more than one year’s notice. All current executive directors’ contracts have an indefinite term (to normal retirement date) and one year notice periods. No payments should normally be payable on termination other than the salary due for the notice period and such entitlements under incentive plans and benefits that are consistent with the terms of such plans.

Fees retained for external non-executive directorships

Executive directors may hold positions in other companies as non-executive directors. In the 2008 financial year, Arun Sarin was the only executive director with such a position, held at the Bank of England. He retained fees of £6,000 in relation to this position. Fees were retained in accordance with Group policy.

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 Audited Information - share options.
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.