Financial performance

Remuneration

Remuneration of Board of Directors

Remuneration and pension payments for current and former members of the Board of Directors came to EUR 4 million (in 2011/2012: EUR 5.2 million), of which EUR 1.1 million was intended for the directors under the Articles of Association (in 2011/2012: EUR 2.2 million).

The overall remuneration of the Board of Directors (in EUR thousand) can be broken down as follows:

The overall remuneration of the Board of Directors (in EUR thousand)
  Salary Bonuses* Social Security & Pension Total
Directors under the Articles of Association 487 586 19 1,092
Other members of Board of Directors 1,341 1,277 310 2,928
Total for Board of Directors 1,828 1,863 329 4,020

* Bonuses of members of the Board of Directors are divided into bonuses, exercised option plans and relocation allowances

Not included in the remuneration of the Board of Directors in 2012/2013 is the crisis tax in the amount of EUR 0.3 million, of which EUR 0.1 million relates to the directors under the Articles of Association.

Option rights to shares in Vodafone Group Plc

In the 2012/2013 financial year no option rights to shares in Vodafone Group Plc were granted to members of the Board of Directors. Option rights had been granted in previous years. These option rights had been granted on the basis of the "Vodafone Group 1998 Sharesave Scheme" and the "Vodafone Group Plc 1999 Long Term Stock Incentive Plan". The latter includes the Global Employee Option Plan.

In the "Vodafone Group Plc 1999 Long Term Stock Incentive Plan" options are granted at a price equal to the market value of the shares on the day preceding the date on which the options are granted. The exercising of these options is dependent on a certain level of performance being achieved. These options have a term of ten years and after three years it will be possible, unconditionally, to remeasure performance at the end of the fourth and fifth years, starting from a fixed base year. If the performance conditions have not been met at the end of the five-year period, the options will expire.

On 31 March 2013 the members of the Board of Directors had 18,049 option rights to shares in Vodafone Group Plc at an average weighted price of GBP 1.34 (31 March 2012: 1,227,537 option rights to shares in Vodafone Group Plc at an average weighted price of GBP 1.34).

Participation of current and former members of the Board of Directors (in GBP)
  Directors under the Articles of Association Other members of the Board of Directors Total for Board of Directors
  Number of options Average exercise price (in GBP) Number of options  Average exercise price (in GBP)   Average exercise price (in GBP)
Number of share options as at 1 April 2012 1,227,537 1.34 1,227,537 1.34
Share options exercised      
Expired share options   -   -  
Transfer for former/newly appointed members* (1,227,537)   18,049   (1,209,488)  
Number of share options as at 31 March 2013     18,049 1.34 18,049 1.34

* Transfer for former/newly appointed directors under the Articles of Association includes transferred options for Mr J. Schulte-Bockum and Ms A. Nelson. These members of the Board of Directors retired on 1 April 2012 and 1 May 2012 respectively.

Vodafone Group Plc shares granted

In the 2012/2013 financial year the members of the Board of Directors were granted 809.995 shares in Vodafone Group Plc (in the 2011/2012 financial year 1,609,973 shares in Vodafone Group Plc were granted). Under the Vodafone Group Long Term Incentive Plan the shares granted represent a conditional right to receive Vodafone Group shares after a period of three years. The table below indicates the shares granted under the Vodafone Group Long Term Stock Incentive Plan relating to shares in Vodafone Group Plc:

Shares granted under the Vodafone Group Long Term Stock Incentive Plan (in EUR)
  Directors under the Articles of Association Other members of the Board of Directors Total for Board of Directors
Number of share options as at 1 April 2012 2,055,010 1,567,288 3,622,298
Share options granted 429,622 405,407 835,029
Share options exercised (107,039) (215,573) (322,612)
Expired share options (15,915) (149,810) (165,725)
Transfer for former/newly appointed members* (1,638,833) (470,690) (2,109,523)
Number of share options as at 31 March 2013 722,845 1,136,622 1,859,467

* Transfer of shares granted includes the transfer of shares for Mr J. Schulte-Bockum and Ms A. Nelson. These members of the Board of Directors retired on 1 April 2012 and 1 May 2012 respectively. The shares granted also include transferred shares for Mr R. Shuter and Ms C. de Geyseleer, who joined the Board of Directors on 1 April 2012 and 1 May 2012 respectively.

Remuneration of Supervisory Board

The members of the Supervisory Board received no remuneration (2011/2012 financial year: ditto). As at 31 March 2013 none of the members of the Supervisory Board held shares in Vodafone Libertel B.V. (31 March 2012: ditto). Within the Vodafone Group no expenses were charged on to Vodafone Libertel B.V. for the members of the Supervisory Board.

Taxes

Vodafone Libertel B.V. forms part of a tax entity with Vodafone International Holdings B.V, the shareholder of Vodafone Libertel B.V. A debate has arisen within society concerning the tax contributions paid by multinationals. For Vodafone's position in relation to the payment of tax we refer you to the Vodafone Group Sustainability Report 2012/2013. This also contains an overview of the tax that Vodafone paid in each country in 2011.

2012 2013 en Vodafone Magazine