exv4w25






Exhibit 4.25








	Sir John Bond Chairman 16 May 2007 Mr Simon Murray, CBE Ground Floor Block B 39 Tung Tau Wan Road Stanley Hong Kong NON-EXECUTIVE DIRECTORSHIP OF VODAFONE GROUP PUBLIC LIMITED COMPANY Further to our discussions, this letter is to confirm the terms of your appointment as a non-executive director of Vodafone Group Public Limited Company (the “Company”), without prejudice to your obligations to the Company under English Law. 1 Role Your obligations
and responsibilities as a non-executive director are to the Company and, like all directors, you should act at all times in the best interests of the Company, exercising your independent judgement on all matters. Non-executive directors have the same general legal responsibilities to the Company as any other director. The Board as a whole is collectively responsible for promoting the success of the Company by directing and supervising the Company’s affairs. Your appointment as non-executive director of
 the Company is subject to the Company’s Articles of Association (the “Articles”) and the latter will prevail in the event of any conflict between them and the terms of this letter. A copy of the current version of the Articles is included in your director information pack. In my view, the role of the non-executive director has a number of key elements and I look forward to your contribution in these areas: • Strategy: you should constructively challenge and contribute to the deve
lopment of strategy; • Performance: you should scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting of performance; • Risk: you should satisfy yourself that financial information is accurate and that financial controls and systems of risk management are robust and defensible; and • People: non-executive directors are responsible for determining appropriate levels of remuneration of executive directors and have a prime r
ole in appointing, and where necessary removing, senior management and in succession planning. Vodafone Group Plc Our ref: 053k-SM Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England T +44 1635 673915 T +44 (0)1635 33251 F +44 (0)1635 580857 www.vodafone.com F +44 1635 580761 Registered Office: Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England. Registered in England No. 1833679





 









 












	2 Appointment and Term Subject to the terms of this letter, your appointment will commence on 1 July 2007 (the “Effective Date”) and is for an initial term of three years from the Effective Date, unless terminated earlier in accordance with the Articles or the terms of this letter. The Articles require that directors submit themselves for re-election by shareholders periodically and as a Board we have resolved that all the Directors will submit t
hemselves for re-election every year1. In the event that when you submit yourself for
re-election you are not elected, your appointment as director will automatically terminate.
The appointment will expire on 30 June 2010 without any automatic right of reappointment,
although the Board may invite you to serve for an additional period. You will not be entitled
to receive any compensation from the Company in respect of the termination of your directorship.
Overall, we anticipate a time commitment from you involving attendance at all Board meetings (the
 Company currently has eight each year), the Annual General Meeting (usually held in July each year) and at least one Company/site visit per year. You will be expected to devote appropriate preparation time ahead of each meeting. In addition, each of the principal Board Committees meets about four or five times a year (and in some cases more frequently) and you should anticipate being a member of at least one of these Committees in due course. By accepting th
is appointment, you have confirmed that you are able to allocate sufficient time to meet the
expectations of your role. If you are unable to attend a Board meeting in person, I hope,
nevertheless, that you will be able to join those meetings either by videoconference or teleconference facilities. I would be grateful if, before accepting additional commitments that might affect the time you are able to devote to your role as a non-executive director of the Company, you would seek my agreement. 3 Fees As you
will be a non-executive director of the Company, the Board as a whole will determine your
remuneration in accordance with the requirements of good corporate governance, the Financial
Services Authority’s Combined Code and the Financial Services Authority’s Listing Rules. The fee for your services is £105,000 per annum and it is paid in equal instalments monthly in arrears. You may elect to be paid either in cash or in the Company’s shares. Please let me know if you may prefer to receive
shares. You will also be entitled to be repaid all travelling and other expenses properly incurred
in performing your duties in accordance with the Articles of Association. If you are invited to
serve on one or more of the Committees of the Board (in which case this will be covered in a separate communication setting out the Committee’s terms of reference and any specific responsibilities that may be involved) no additional fee will be payable, unless you are invited to Chair a Committee in which case
an additional fee will be payable in equal instalments monthly in arrears for so long as you
hold that position. We currently pay the Chair of our Audit Committee an additional £25,000
per annum, the Chair of our Remuneration Committee £20,000 per annum and the Chair of our
Nominations & Governance Committee £15,000 per annum. Payment of all fees will cease
immediately after your appointment as a non-executive director of the Company terminates for any
reason. 4 Dealing in the Company’s shares You shall (and you shall procure that your “connected persons”, including your wife and dependent children shall) comply with the provisions of the Criminal Justice Act 1993, the Financial Services and Markets Act 2000, the Financial Services Authority’s Model Code as set out in the Listing Rules and rules 1 The Company’s Annual General Meeting this year will be held on Tuesday 24 July and if you accept this appointment it is the Company’s intention to submit you for ele
ction by the Compan
y’s shareholders at that meeting. 2





 









 












	and regulations laid down by the Company from time to time in relation to dealing in the Company’s shares. Further guidance is provided in your director information pack. 5 Competitive Businesses In view of the sensitive and confidential nature of the Company’s business you agree that for so long as you are a non-executive director of the Company you will not, without the consent of the Board, which shall not be withheld unreasonably, be engaged or in
terested in any capacity in any business or with any company which is, in the reasonable opinion of the Board, competitive with the business of any company in the Group. In the event that you become aware of any potential conflicts of interest, these should be disclosed to me and to the Company Secretary as soon as possible. 6 Confidentiality You agree that you will not make use of, divulge or communicate to any person (except in the proper performance of your duties) any of the trade secrets or other confi
dential information of or relating to any company in the Group which you have received or obtained from or through the Company. This restriction shall continue to apply after the termination of your appointment without limit in point of time but shall cease to apply to information or knowledge which comes into the public domain otherwise than through your default or which shall have been received by you from a third party entitled to disclose the same to you. Your attention is also drawn to the requirements
 under both legislation and regulation as to the disclosure of inside information. Consequently, you should avoid making any statements that might risk a breach of these requirements without prior clearance from me or from the Company Secretary. 7 Illness or Incapacity If you are prevented by illness or incapacity from carrying out your duties for a period exceeding three consecutive calendar months or at different times for a period exceeding in aggregate three calendar months in any one period of twelve c
alendar months or if you become prohibited by law or under the Articles of Association of the Company from being a non-executive director of the Company, then the Company may terminate your appointment immediately. 8 Effect of Termination Upon termination of your appointment howsoever arising, you shall forthwith or upon request of the Company, resign from office as a non-executive director of the Company and all other offices held by you in any other companies in the Group and your membership of any organi
sation acquired by virtue of your tenure of any such office, and should you fail to do so, the Company is hereby irrevocably authorised to appoint some person in your name and on your behalf to sign any documents and do anything necessary or requisite to give effect thereto. 9 Return of Company Property You agree that upon termination of your appointment as a non-executive director, you will immediately deliver to the Company all property belonging to the Company or any member of its Group, including all do
cuments or other records made or compiled or acquired by you during your appointment concerning the business, finances or affairs of the Group. 3





 









 












	10 Independent Professional Advice In accordance with the Financial Services Authority’s Combined Code, the Board has agreed procedures for directors in the furtherance of their duties to take independent professional advice if necessary, at the Company’s expense. A copy of the relevant Board resolution is enclosed in your director information pack. Naturally, if you have any queries or difficulties at any time please feel free to discuss them with me
.. I am also available at all times to provide you with information and advice you may need. 11 Indemnification and Insurance You will have the benefit of the following indemnity in relation to liability incurred in your capacity as a Director of the Company. This indemnity is as wide as English law currently permits: (i) The Company will provide funds to cover costs as incurred by you in defending legal proceedings brought against you in your capacity as, or as a result of your being or having been, a
Director of the Company including criminal proceedings and proceedings brought by the Company itself or an Associated Company; (ii) The Company will indemnify you in respect of any proceedings brought by third parties, including both legal and financial costs of an adverse judgment brought against you in your capacity as, or as a result of your being or having been, a Director of the Company; and (iii) The Company will indemnify you for liability incurred in connection with any application made to
 a court for relief from liability, where the court grants such relief. For the avoidance of doubt, the indemnity granted does not cover: (i) Unsuccessful defence of criminal proceedings, in which instance the Company would seek reimbursement for any funds advanced; (ii) Unsuccessful defence of an action brought by the Company itself or an Associated Company, in which instance the Company would seek reimbursement for any funds advanced; (iii) Fines imposed by regulatory bodies; (iv) Fine
s imposed in criminal proceedings; and (v) Liability incurred in connection with any application under Section 144(3) or (4) of the Companies Act 1985 (acquisition of shares by innocent nominee) or section 727 of the Companies Act 1985 (general power to grant relief in case of honest and reasonable conduct), where the court refuses to grant you relief, and such refusal is final. (For reference, a summary of these sections is appended to this letter). It is a condition of the provision of this
 indemnity that you shall notify the Company without delay upon becoming aware of any claim or potential claim against you and that you have a duty to mitigate any loss incurred. The Company maintains Directors and Officers insurance as additional cover for Directors which, if the insurance policy so permits, may provide funds in circumstances where the law prohibits the Company from indemnifying Directors. 4





 









 












	12Review Process The performance of individual
directors and the whole Board and its committees is evaluated annually. If, in the interim,
there are any matters which cause you concern about your role, please discuss them with me as
soon as is appropriate. 13Contract for Services It is agreed that you will not be an employee
of the Company or any of its subsidiaries and that this letter shall not constitute a contract
of employment. Inthis letter: “Board”means the board of directors of the Company from time to time or any person or committee nominated by the board of directors as its representative or to whom (and to that extent) it has delegated powers for the purposes of this letter. “Group”means the Company and any other company which is its subsidiary or in which the Company or any subsidiary of the Company controls not less than 25% of the voting shares (where “subsidiary” has the meaning given to it
by section 736 of the Companies Act 1985). Thisletter shall be governed by and construed in accordance with English Law. Both parties submit to the exclusive jurisdictionof the English Courts as regards any claim or matter arising in connection with the terms of this letter. Pleaseacknowledge receipt and acceptance of the terms of this letter by signing the enclosed copy and returning it tothe Company Secretary. I am greatly looking forward to working with you. Kindregards. Yourssincerely JohnBond 5