Audited information for executive directors
Remuneration for the year ended 31 March 2009
The remuneration of executive directors receiving remuneration during the year ended 31 March 2009 was as follows:
Salary/fees |
Incentive schemes |
(1) | Cash in lieu of pension |
Benefits/other |
(2) | Total |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2009 £’000 |
2008 £’000 |
2009 £’000 |
2008 £’000 |
2009 £’000 |
2008 £’000 |
2009 £’000 |
2008 £’000 |
2009 £’000 |
2008 £’000 |
|||||
| Chief Executive | ||||||||||||||
| Vittorio Colao | 932 | 830 | 881 | 1,291 | 280 | 249 | 171 | 594 | 2,264 | 2,964 | ||||
| Other executive directors | ||||||||||||||
| Andy Halford | 666 | 632 | 650 | 1,027 | 167 | 156 | 25 | 31 | 1,508 | 1,846 | ||||
| Former Chief Executive | ||||||||||||||
| Arun Sarin | 436 | 1,310 | 434 | 2,130 | – | – | 553 | 155 | 1,423 | 3,595 | ||||
| Total | 2,034 | 2,772 | 1,965 | 4,448 | 447 | 405 | 749 | 780 | 5,195 | 8,405 | ||||
Notes:
- (1)
- These figures are the cash payouts from the 2009 financial year Vodafone Group short term incentive plan applicable to the year ended 31 March 2009. These awards are in relation to the performance against targets in adjusted operating profit, service revenue, free cash flow, total communications revenue and customer delight for the financial year ended 31 March 2009.
- (2)
- Includes £500,000 in respect of relocation for Arun Sarin (see "Awards made to executive directors during the 2009 financial year").
The aggregate remuneration paid by the Company to its collective senior management(1) for services for the year ended 31 March 2009, is set out below. The aggregate number of senior management at 31 March 2009 was ten, three greater than at 31 March 2008.
| 2009 £’000 |
2008 £’000 |
|
|---|---|---|
| Salaries and fees | 3,896 | 3,255 |
| Incentive schemes(2) | 2,984 | 4,964 |
| Cash in lieu of pension | 399 | 279 |
| Benefits/other | 2,949 | 1,713 |
| Total | 10,228 | 10,211 |
Notes:
- (1)
- Aggregate remuneration for senior management is in respect of those individuals who were members of the Executive Committee during the year ended 31 March 2009, other than executive directors, and reflects compensation paid from either 1 April 2008 or date of appointment to the Executive Committee, to 31 March 2009 or date of leaving, where applicable.
- (2)
- Comprises the incentive scheme information for senior management on an equivalent basis to that disclosed for directors in the table at the top of this page. Details of share incentives awarded to directors and senior management are included in footnotes to “Long term incentives”.
Pensions
Arun Sarin was provided with a defined contribution pension arrangement to which the Company contributed 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 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. Liabilities in respect of the pension schemes in which the executive directors participate are funded to the extent described in note 26 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.
Pension benefits earned by the directors serving during the year ended 31 March 2009 were:
Total accrued benefit at 31 March 2009 |
(1) | Change in accrued benefit over the year |
(1) | Transfer value at 31 March 2009 |
(2) | Transfer value at 31 March 2008 |
(2) | Change in transfer value over year less member contributions |
Change in accrued benefit in excess of inflation |
Transfer value of change in accrued benefit net of member contributions |
Employer allocation/ contribution to defined contribution plans |
(3) | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |||||||||
| Vittorio Colao | – | – | – | – | – | – | – | – | ||||||||
| Andy Halford | 24.3 | 3.7 | 543.6 | 316.4 | 223.4 | 2.6 | 55.1 | – | ||||||||
| Arun Sarin | – | – | – | – | – | – | – | 131 |
Notes:
- (1)
- The accrued pension benefits earned by the directors are those which would be paid annually on retirement, based on service to the end of the year, at the normal retirement age. The increase in accrued pension excludes any increase for inflation.
- (2)
- The transfer values have been calculated on the basis of actuarial advice in accordance with the Faculty and Institute of Actuaries’ Guidance Note GN11. No director elected to pay additional voluntary contributions. The transfer values disclosed above do not represent a sum paid or payable to the individual director. Instead they represent a potential liability of the pension scheme.
- (3)
- Arun Sarin’s pension contributions were accrued in an unfunded defined contribution arrangement. This gives rise to a liability held on the consolidated balance sheet.
In respect of senior management, the Group has made aggregate contributions of £581,000 into defined contribution pension schemes and had a total service cost of £389,000 for defined pension liabilities.
Directors’ interests in the shares of the Company
Historic medium term incentives
This table shows conditional awards of ordinary shares made in prior periods to executive directors under the deferred share bonus (‘DSB’). Shares which vested during the year ended 31 March 2009 are also shown below.
| Total interest in DSB at 1 April 2008 |
Shares forfeited during the year in respect of the 2007 and 2008 financial years |
Shares vested during the year in respect of the 2007 and 2008 financial years |
(1)(2) | Total interest in DSB at 31 March 2009 |
||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares |
Number of shares |
Number of shares |
Number of shares |
(3) | Total value £’000 |
(4) | ||||
| Vittorio Colao | 153,671 | – | – | 153,671 | 189 | |||||
| Andy Halford | 516,660 | – | (240,840) | 275,820 | 339 | |||||
| Arun Sarin(5) | 1,212,278 | (24,708) | (1,187,570) | – | – | |||||
| Total | 1,882,609 | (24,708) | (1,428,410) | 429,491 | 528 | |||||
Notes:
- (1)
- The shares vesting gave rise to cash payments equal to the equivalent value of dividends over the vesting period. These cash payments equated to £146,000 for Arun Sarin and £34,000 for Andy Halford.
- (2)
- Shares granted on 15 June 2006 vested on 15 June 2008. The closing mid-market share prices at these dates were 116.0 pence and 153.1 pence, respectively. The performance condition on these awards was a two year cumulative EPS growth of 11% to 15%, which was met in full.
- (3)
- There is one outstanding award in respect of the 2008 financial year, which has a performance period ended on 31 March 2009. The performance condition for this award was a requirement to achieve 85% of the cumulative planned free cash flow target for the 2008 and 2009 financial years.
- (4)
- The total value is calculated using the closing mid-market share price as at 31 March 2009 of 122.75p.
- (5)
- In addition to the award that vested on 15 June 2008 noted in 3, a proportion of Arun Sarin’s 15 June 2007 grant vested at the point that he retired on 28 February 2009 (a total of 568,266 shares). The performance condition for this award was a requirement to achieve 85% of the cumulative planned free cash flow target for the 2008 and 2009 financial years. The award vested after pro-rating for time and performance. The closing mid-market share price on the award date was 163.2 pence and the equivalent price at the point of vesting was 125.2 pence.
No shares were awarded during the year under the deferred share bonus to any of the Company’s directors or senior management.
Long term incentives
Performance shares
Conditional awards of ordinary shares made to executive directors under the Vodafone Group Plc 1999 Long Term Stock Incentive Plan (‘LTSIP’) and the Vodafone Global Incentive Plan (‘GIP’) are shown below. Long term incentive shares that vested during the year ended 31 March 2009 are also shown below.
| Total interest in performance shares at 1 April 2008 or date of appointment |
Shares conditionally awarded during the 2009 financial year |
Shares forfeited in respect of awards for the 2006, 2007 and 2008 financial years |
Shares vested in respect of awards for the 2006, 2007 and 2008 financial years |
Total interest in performance shares at 31 March 2009 |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Number of shares |
Number of shares |
Value at date of award £’000 |
(1) |
Number of shares |
(2) | Number of shares |
(2) | Number of shares |
(3) | Total value £’000 |
(4) |
||
| Vittorio Colao | 2,630,874 | 7,127,741 | 9,262 | – | – | 9,758,615 | 11,979 | ||||||
| Andy Halford | 2,676,838 | 4,357,399 | 5,662 | (323,985) | (215,990) | 6,494,262 | 7,972 | ||||||
| Arun Sarin(5)(6) | 7,291,372 | – | – | (3,381,994) | (3,909,378) | – | – | ||||||
| Total | 12,599,084 | 11,485,140 | 14,924 | (3,705,979) | (4,125,368) | 16,252,877 | 19,951 | ||||||
Notes:
- (1)
- The value of awards granted during the year under the Vodafone global incentive plan is based on the price of the Company’s ordinary shares on 28 July 2008 (the date of grant) of 129.95 pence. These awards have a performance period running from 1 April 2008 to 31 March 2011. The performance conditions are detailed in the "The remuneration package". The vesting date will be in July 2011.
- (2)
- Shares granted on 26 July 2005 vested on 26 July 2008. The award was made using the closing mid-market share price of 145.25 pence on 25 July 2005. The equivalent share price on the vesting date was 132.9 pence. The performance condition on these awards was a relative total shareholder return measure against the companies making up the FTSE global telecommunications index at the start of the performance period. This condition was met in part.
- (3)
- The total interest at 31 March 2009 includes awards over three different performance periods ending on 31 March 2009, 31 March 2010 and 31 March 2011. The performance conditions ending on 31 March 2009 and 31 March 2010 are in line with those for Arun Sarin set out in footnote 5 below. The performance condition for the award vesting in July 2009 is detailed on "The remuneration package".
- (4)
- The total value is calculated using the closing mid-market share price as at 31 March 2009 of 122.75p.
- (5)
- In addition to the award that vested on 26 July 2008 noted above, a proportion of Arun Sarin’s 25 July 2006 and 24 July 2007 grants vested at the point that he retired on 28 February 2009 (a total of 3,222,530 shares). The performance conditions for these awards were relative total shareholder return measures against companies from the FTSE global telecommunications index taken at the start of each performance period. The award vested after pro-rating for time and performance. The share price used for the July 2006 award was 115.25 pence and for the July 2007 award 167.8 pence. The closing mid-market price at the point of vesting was 125.2 pence.
- (6)
- The shares that vested for Arun Sarin on 28 February 2009 gave rise to a cash payment equal to the equivalent value of dividends over the vesting period. The cash payment equated to £418,000.
The aggregate number of shares conditionally awarded during the year to the Company’s senior management is 20,509,280 shares. For a description of the performance and vesting conditions see “GLTI performance shares”.
Share options
No options have been granted to directors during the 2009 financial year. The following information summarises the directors’ options under the Vodafone Group 1998 Sharesave Scheme, the Vodafone Group 1998 Company Share Option Scheme (‘CSOS’), the LTSIP and the GIP. HMRC approved awards may be made under all of the schemes above. The table also summarises the directors’ options under the Vodafone Group 1998 Executive Share Option Scheme (‘ESOS’), which is not HMRC approved. No other directors have options under any of these schemes.
In the past, options under the Vodafone Group 1998 Sharesave Scheme were granted at a discount of 20% to the market value of the shares and options under the Vodafone Group 2008 Sharesave scheme may be granted at a discount of 20% to the market value of the shares at the time of the grant. No other options may be granted at a discount.
Grant date |
(1)(2) | At 1 April 2008 Number |
Options exercised during the 2009 financial year Number |
Options lapsed during the 2009 financial year Number |
Options held at 31 March 2009 Number |
Option price Pence |
(3) | Date from which exercisable |
Expiry date |
Realised gains on options exercised £’000 |
|
|---|---|---|---|---|---|---|---|---|---|---|---|
| Vittorio Colao | |||||||||||
| GIP | November 2006 | 3,472,975 | – | – | 3,472,975 | 135.50 | November 2009 | November 2016 | – | ||
| GIP | July 2007 | 3,003,575 | – | – | 3,003,575 | 167.80 | July 2010 | July 2017 | – | ||
| Total | 6,476,550 | – | – | 6,476,550 | – | ||||||
| Andy Halford | |||||||||||
| CSOS | July 1999 | 11,500 | – | – | 11,500 | 255.00 | July 2002 | July 2009 | – | ||
| ESOS | July 1999 | 114,000 | – | – | 114,000 | 255.00 | July 2002 | July 2009 | – | ||
| CSOS | July 2000 | 200 | – | – | 200 | 282.30 | July 2003 | July 2010 | – | ||
| ESOS | July 2000 | 66,700 | – | – | 66,700 | 282.30 | July 2003 | July 2010 | – | ||
| LTSIP | July 2001 | 152,400 | – | – | 152,400 | 151.56 | July 2004 | July 2011 | – | ||
| LTSIP | July 2002 | 94,444 | – | – | 94,444 | 90.00 | July 2005 | July 2012 | – | ||
| LTSIP | July 2003 | 233,333 | – | – | 233,333 | 119.25 | July 2006 | July 2013 | – | ||
| LTSIP | July 2004 | 226,808 | – | – | 226,808 | 119.00 | July 2007 | July 2014 | – | ||
| LTSIP | July 2005 | 1,796,003 | – | (504,677) | 1,291,326 | 145.25 | July 2008 | July 2015 | – | ||
| GIP | July 2006 | 3,062,396 | – | – | 3,062,396 | 115.25 | July 2009 | July 2016 | – | ||
| SAYE | July 2006 | 10,202 | – | – | 10,202 | 91.64 | September 2009 | February 2010 | – | ||
| GIP | July 2007 | 2,295,589 | – | – | 2,295,589 | 167.80 | July 2010 | July 2017 | – | ||
| Total | 8,063,575 | – | (504,677) | 7,558,898 | – | ||||||
| Arun Sarin(4) | |||||||||||
| LTSIP | July 2003 | 7,379,454 | – | – | 7,379,454 | 119.25 | July 2006 | February 2010 | – | ||
| SAYE(5) | July 2003 | 16,710 | (16,710) | – | – | 95.30 | September 2008 | February 2009 | 8 | ||
| LTSIP | July 2004 | 3,536,470 | – | – | 3,536,470 | 119.00 | July 2007 | February 2010 | – | ||
| LTSIP | July 2005 | 5,711,292 | – | (1,604,874) | 4,106,418 | 145.25 | July 2008 | February 2010 | – | ||
| GIP | July 2006 | 8,115,350 | – | (225,427) | 7,889,923 | 115.25 | March 2009 | February 2010 | – | ||
| GIP | July 2007 | 5,912,753 | – | (2,135,161) | 3,777,592 | 167.80 | March 2009 | February 2010 | – | ||
| Total | 30,672,029 | (16,710) | (3,965,462) | 26,689,857 | 8 |
Notes:
- (1)
- The awards granted in July 2005 vested in July 2008. The performance condition on these awards was a cumulative EPS growth of 8% to 16% over the three year performance period to 31 March 2008. A proportion of the award vested in line with the level of performance achieved.
- (2)
- The unvested awards granted in July 2006 and July 2007 have performance periods ending on 31 March 2009 and 31 March 2010, respectively. The performance conditions for these awards are three year EPS growth ranges of 5% to 10% per annum and 5% to 8% per annum respectively.
- (3)
- The closing mid-market share price on 31 March 2009 was 122.75 pence. The highest mid-market share price during the year was 168.0 pence and the lowest price was 103.0 pence.
- (4)
- Arun Sarin’s July 2006 and July 2007 awards vested when he retired on 28 February 2009. The number of share options vesting was pro-rated for time and performance.
- (5)
- Arun exercised his SAYE options on 1 September 2008. The mid-market closing share price on 29 August 2008 was 141.05 pence.