Report
Expert Corporate Governance Service (ECGS)
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Vodafone Group, 23 July 2019

Leadership changes

Vittorio Colao was succeeded by Nick Read who was appointed Chief Executive Designate on 27 July 2018 and became Chief Executive on 1 October 2018. Margherita Della Valle joined the Board as Chief Financial Officer on 27 July 2018.

Item 15: Advisory vote on the Remuneration ReportThe structure is unsatisfactory. The maximum bonus and total incentive pay exceed guidelines. The quantum for the year was excessive. Pay weighted more towards rewarding long-term performance, but there are overlapping performance conditions as free cash flow was used for both the STI and LTI. A bonus has been paid though the Company made a loss for the year. Accordingly, we recommend that shareholders oppose this resolution.Item 16: To appoint Ernst & Young LLP as auditor of the companyPricewaterhouseCoopers LLP (PwC) were first appointed in 2014. However, the Company held an audit tender during the year because a company for which a number of PwC partners are acting as administrators is considering litigation against the Group. As a result of this audit tender, Ernst & Young LLP are proposed for appointment as auditor. Although this is not a typical reason to rotate the auditor, it appears that the intention is to ensure the independent auditing of the Company without risks from this situation. The Company has stated that going forward they anticipate having an audit tender every ten years. We recommend shareholders vote in favor.

Underlying
Vodafone Group PLC

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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Proxinvest

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