Items 3 and 4: Chairman succession
Vodafone announces that Mr. Kleisterlee will be re-elected beyond his nine-year tenure, which is the limit set out in the 2018 UK Code for Chairmen, to facilitate effective succession and continuity. He will step down from the Board when Jean-François van Boxmeer becomes Chairman on 3 November 2020.
Item 10: Re-elect Ms. Renée James
We have concerns over the Director's aggregate time commitments: operating executive at Carlyle Group (listed) and Chairwoman and CEO at Ampere Computing (private), she is Non-Executive Director of four other listed companies. We also note that Ms. James attended only 5 out of 7 board meetings (attendance rate of 71%, below our minimum of 75%).
Item 17: Remuneration report
The incentive targets are sufficiently challenging. Nevertheless, applied to the high base salary with dramatically excessive maximum potentials, they lead to high payouts and the total remuneration disconnected to the group performance. A bonus has been paid though the Company made a loss for the second year. The LTI vested while the TSR lost 37%. There should be a better alignment between Vodafone's KPIs, shareholder value creation and executive remuneration.
Vodafone Group provides mobile and fixed telecommunication services including: access charges, voice and video calls, messaging, interconnect fees, fixed and mobile broadband and related services such as providing televisual and music content, connection fees and equipment sales. Co. provides a range of consumer products and services including mobile, fixed voice, broadband and television, financial as well as other services to operators outside its footprint. Co. also provides a range of enterprise products and services including total communications such as mobile, fixed and a suite of converged communications services, internet of things, cloud and hosting and carrier services.
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