exv4w36






Exhibit 4.36




	 	 	 

	 
	 	 
	Sir John Bond

	 	
	Chairman
	 	 





25 January 2011




STRICTLY PRIVATE & CONFIDENTIAL




Mr Gerard J Kleisterlee







Dear Mr Kleisterlee




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”) from 1 April 2011
and your appointment as Chairman of the company from the conclusion of the Company’s Annual
General Meeting in July 2011.





	1	 	Appointment and Term






	 	1.1	 	Subject to the terms of this letter, your appointment as a non-executive
Director will commence on 1 April 2011 (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 Board has resolved that all the
Directors of the Company shall submit themselves for re-election by the Company’s
shareholders each year at the Annual General Meeting and you agree that in the event
that when you submit yourself for re-election you are not elected, your appointment as
a Director, your appointment as Chairman and this agreement will automatically
terminate. You will not be entitled to receive any compensation from the Company in
respect of the termination of your directorship.

	 
	 	1.2	 	Your engagement as Chairman of the Company will commence at the conclusion of
the Company’s Annual General Meeting in July 2011 (the “Chairman Commencement Date”)
and will continue from that date until terminated in accordance with the terms of this
letter.







	2	 	Role as a non-executive Director






	 	2.1	 	We anticipate a time commitment from you involving attendance at all Board
meetings and the Annual General Meeting. You will be expected to devote appropriate
preparation time ahead of each meeting. By accepting this appointment, you have
confirmed that you are able to allocate sufficient time to meet the expectations of
your role, including making yourself available in the event the Board is required to
deal with crises. If you are unable to attend a Board meeting in person, it is hoped
that you will be able to join those meetings either by videoconference or
teleconference facilities.






Vodafone Group Plc

Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England

T+44 (0)1635 33251 F+44 (0)1535 580857 www.vodafone.com




Registered
Office: Vodafone House. The Connection, Newbury. Berkshire RG14 2FN,
England. Registered in England No. 1833679




 









 






	 	2.2	 	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 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.
	 
	 	2.3	 	The role of the non-executive Director has a number of key elements and it is
expected that you will contribute in these areas:






	 	2.3.1	 	Strategy: you should constructively challenge and contribute to
the development of strategy;
	 
	 	2.3.2	 	Performance: you should scrutinise the performance of management
in meeting agreed goals and objectives and monitor the reporting of performance;
	 
	 	2.3.3	 	Risk: you should satisfy yourself that financial information is
accurate and that financial controls and systems of risk management are robust
and defensible; and
	 
	 	2.3.4	 	People: non-executive Directors are responsible for determining
appropriate levels of remuneration of executive Directors and have a prime role
in appointing, and where necessary removing, senior management and in succession
planning.






	3	 	Role and Responsibilities as Chairman






	 	 	Your role and additional responsibilities as Chairman and certain related matters are
set out in Appendix 2.






	4	 	Regulatory Requirements
	 
	 	 	Your appointment as a non-executive Director and Chairman is subject to the Companies
Act 2006, general law, the Listing, Prospectus and Disclosure and Transparency Rules of the
UK Financial Services Authority and the Articles.






	5	 	Fees






	 	5.1	 	Prior to the Chairman Commencement Date, the fee for your services as a
non-executive Director of the Company will be £115,000 (less any withholdings required
by law). You will also be entitled to be repaid all travelling and other expenses
properly incurred in performing your duties in accordance with the Articles and the
Company’s expenses policy from time to time.
	 
	 	5.2	 	From the Chairman Commencement Date, the provisions relating to your fees and
benefits set out in Appendix 2 shall apply.
	 
	 	5.3	 	Payment of all fees will cease immediately after your appointment as a
non-executive Director and/or Chairman of the Company terminates for any reason.





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	6	 	Dealing in the Company’s shares

	 
	 	 	You shall (and you shall procure that your wife and dependent children shall) comply with
all relevant rules of law, the provisions of the Criminal Justice Act 1993, the Financial
Services and Markets Act 2000, the Model Code as set out in Annex 1 to Rule 9 of the
Listing Rules and rules and regulations laid down by the Company from time to time in
relation to such matters.







	7	 	Outside Interests







	 	7.1	 	It is accepted and acknowledged that you have business interests other than
those of the Company. As a condition to your appointment commencing you are required
to declare any such directorships, appointments and interests to the Board in writing
in the form of the attached Appendix 1.

	 
	 	7.2	 	If you take on any additional interests or become aware of any potential
conflicts of interests, these must be disclosed to the Board as soon as they arise or
become known to you.

	 
	 	7.3	 	If at any time you are considering acquiring any new interest which might give
rise to a conflict of interest with the Group you must first discuss the matter with
the Board and, if necessary, obtain its consent.







	8	 	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 interested 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.







	9	 	Confidentiality







	 	9.1	 	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
confidential information of or relating to any company in the Group which you have
received or obtained from or through the Company or any information which has been
provided to you on the basis it is confidential. 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.

	 
	 	9.2	 	Your attention is also drawn to the requirements under both legislation and
regulation as to the disclosure of price sensitive information. Consequently, you
should avoid making any statements that might risk a breach of these requirements
without prior clearance in accordance with the Company’s share dealing code.







	10	 	Termination







	 	10.1	 	Your appointment as Chairman (the “Engagement”) will continue until terminated
by either party giving written notice as set out in paragraph 10.2 of this letter.

	 
	 	10.2	 	Either you or the Company may terminate the Engagement by giving not less than
six months’ written notice to the other.






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	 	10.3	 	The Company may terminate the Engagement with immediate effect by giving written
notice if you do not perform the duties of the Engagement for a period of 130 days
(whether or not consecutive) in any period of 365 days because of sickness, injury or
other incapacity. This notice can be given whilst you continue not to perform your
duties or on expiry of the 130 day period.
	 
	 	10.4	 	The Company may terminate the Engagement with immediate effect by giving
written notice if you:






	 	10.4.1	 	have not performed you duties under this agreement to the standard required by
the Board; or
	 
	 	10.4.2	 	commit any serious or persistent breach of your obligations under this
agreement; or
	 
	 	10.4.3	 	are guilty of any gross misconduct or conduct yourself (whether in connection
with the Engagement or not) in a way which is harmful to any Group Company; or
	 
	 	10.4.4	 	are guilty of dishonesty or are convicted of an arrestable criminal offence
(other than a motoring offence which does not result in imprisonment) whether in
connection with the Engagement or not; or
	 
	 	10.4.5	 	become of unsound mind, are bankrupted or have a receiving order made against
you or make any general composition with your creditors or take advantage of any
statute affording relief for insolvent debtors; or
	 
	 	10.4.6	 	become disqualified from being a director of a company.






	 	10.5	 	You will have no claim for damages or any other remedy against the Company if
the Engagement is terminated for any of the reasons set out in paragraphs 1.1,10.3 or
10.4.






	11	 	Restrictions after Termination






	 	11.1	 	You are likely to obtain trade secrets and confidential information and
personal knowledge of and influence over customers and employees of the Group during
the course of the Engagement. To protect the interests of the Company, you agree that
you will be bound by the following covenants:






	 	11.1.1	 	for the period of six months following the Termination Date you will not be
employed in, or carry on for your own account or for any other person, whether
directly or indirectly, (or be a director of any company engaged in) any
business which is or is about to be in competition with any business of the
Company or any other Group Company being carried on by such company at the
Termination Date provided you were concerned or involved with that business to a
material extent at any time during the 12 months prior to the Termination Date;
and
	 
	 	11.1.2	 	for the period of twelve months following the Termination Date you will not
(either on your own behalf or for or with any other person, whether directly or
indirectly,) entice or try to entice away from the Company or any other Group
Company any person who was an F band employee or higher employee (or equivalent)
of such a company at the Termination Date and who had been such an employee at
any time during the six months prior to the Termination Date.






	 	11.2	 	Each of the paragraphs contained in paragraph 11.1 constitutes an entirely
separate and independent covenant. If either covenant is found to be invalid this will
not affect the validity or enforceability of the other covenant.





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	 	11.3	 	Following the Termination Date, you will not represent yourself as being in any
way connected with the businesses of the Company or of any other Group Company (except
to the extent agreed by such a company).






	12	 	Offers on Liquidation
	 
	 	 	You will have no claim against the Company if the Engagement is terminated by reason of
liquidation in order to reconstruct or amalgamate the Company or by reason of any
reorganisation of the Company and you are offered engagement with the company succeeding to
the Company upon such liquidation or reorganisation and the new terms offered to you are no
less favourable to you than the terms of this agreement.






	13	 	Return of Company Property






	 	13.1	 	At any time during the Engagement (at the request of the Company) and in any
event when the Engagement terminates, you will immediately return to the Company:






	 	13.1.1	 	all documents and other materials (whether originals or copies) made or
compiled by or delivered to him during the Engagement and concerning all the
Group Companies, you will not retain any copies of any materials or other
information; and
	 
	 	13.1.2	 	all other property belonging or relating to any of the Group Companies.






	14	 	Directorships






	 	14.1	 	Your office as a Director of the Company or any other Group Company is subject
to the Articles of the relevant company (as amended from time to time). If the
provisions of this letter conflict with the provisions of the Articles, the Articles
will prevail.
	 
	 	14.2	 	You must resign from any office held in any Group Company if the Engagement is
terminated or if you are asked to do so by the Company.
	 
	 	14.3	 	If you do not resign as an officer of a Group Company, having been requested to
do so in accordance with paragraph 14.2, the Company will be appointed as your attorney
to effect your resignation. By entering into this agreement, you irrevocably appoint
the Company as your attorney to act on your behalf to execute any document or do
anything in your name necessary to effect your resignation in accordance with paragraph
14.2. If there is any doubt as to whether such a document (or other thing) has been
carried out within the authority conferred by this paragraph 14.3, a certificate in
writing (signed by any Director or the secretary of the Company) will be sufficient to
prove that the act or thing falls within that authority.
	 
	 	14.4	 	During the Engagement you will not do anything which could cause you to be
disqualified from continuing to act as a Director of any Group Company.
	 
	 	14.5	 	You must not resign your office as a director of any Group Company without the
agreement of the Company.






	15	 	Indemnity and Insurance






	 	15.1	 	During the continuance of the Engagement and where applicable thereafter you
will have the benefit of the following indemnity in relation to liability incurred in
your capacity as a Director of the Company:




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	 	15.1.1	 	the Company will provide funds to cover costs as incurred by you in defending
legal proceedings brought against you in his 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;

	 
	 	15.1.2	 	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 his being or having
been, a Director of the Company; and

	 
	 	15.1.3	 	the Company will indemnify your for liability incurred in connection with any
application made to a court for relief from liability, where the court grants
such relief.







	 	15.2	 	For the avoidance of doubt, the indemnity does not cover:







	 	15.2.1	 	unsuccessful defence of criminal proceedings, in which instance the Company
would seek reimbursement for any funds advanced;

	 
	 	15.2.2	 	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;

	 
	 	15.2.3	 	fines imposed by regulatory bodies;

	 
	 	15.2.4	 	fines imposed in criminal proceedings; and

	 
	 	15.2.5	 	liability incurred in connection with any application under Section 661 (3)
or (4) or the Companies Act 2006 (acquisition of shares by innocent nominee) or
section 1157 of the Companies Act 2006 (general power to grant relief in case
of honest and reasonable conduct), where the court refuses to grant relief, and
such refusal is final.







	 	15.3	 	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.

	 
	 	15.4	 	The Company maintains and will throughout the Engagement maintain Directors
and Officers insurance as additional cover maintained for Directors which, if the
insurance policy so permits, may provide funds in circumstances where the law
prohibits the Company from indemnifying Directors. You shall be entitled to the
benefit of such cover in your capacity as, or as a result of his being or having been,
a Director of the Company.







	16	 	Notices







	 	16.1	 	Any notices given under this agreement must be given by letter or fax. Notice
to the Company must be addressed to its registered office at the time the notice is
given. Notice to you must be given to him personally or sent to his last known address.

	 
	 	16.2	 	Except for notices given by hand, notices given by post will be deemed to have
been given on the next working day after the day of posting and notices given by fax
will be deemed to have been given in the ordinary course of transmission.







	17	 	Data Protection Act 1998







	 	17.1	 	For the purposes of the Data Protection Act 1998 you give your consent to the
holding, processing and disclosure of personal data (including sensitive data within
the meaning of the





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	 	 	 	Act) provided by you to the Company for all purposes relating to the performance of
this agreement including, but not limited to:







	 	17.1.1	 	administering and maintaining personnel records;

	 
	 	17.1.2	 	paying, reviewing and administering fees and other remuneration and benefits;

	 
	 	17.1.3	 	undertaking performance appraisals and reviews; and

	 
	 	17.1.4	 	taking decisions as to his fitness for work.







	 	17.2	 	You acknowledge that during your Engagement you will have access to and
process, or authorise the processing of, personal data and sensitive personal data
relating to employees, customers and other individuals held and controlled by the
Company. You agree to comply with the terms of the Act in relation to such data and to
abide by the Company’s data protection policy issued from time to time.







	18	 	Independent Professional Advice

	 
	 	 	In accordance with the Financial Reporting Council’s Corporate Governance 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 or the Company
Secretary. The Senior Independent Director will also be available to provide you with
information and advice you may need.







	19	 	Contract 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.







	20	 	Miscellaneous







	 	20.1	 	This agreement may only be modified by the written agreement of the parties.

	 
	 	20.2	 	You cannot assign this agreement to anyone else.

	 
	 	20.3	 	References in this agreement to rules, regulations, policies, handbooks or
other similar documents which supplement it, are referred to in it or describe any
benefits arrangement are references to the versions or forms of the relevant documents
as amended or updated from time to time. In the event of conflict between the agreement
and any such documents, the terms of this agreement shall prevail.

	 
	 	20.4	 	This agreement supersedes any previous written or oral agreement between the
parties in relation to the matters dealt with in it. It contains the whole agreement
between the parties relating to the Engagement at the date the agreement was entered
into (except for those terms implied by law which cannot be excluded by the agreement
of the parties). You acknowledge that you have not been induced to enter into this
agreement by any representation, warranty or undertaking not expressly incorporated
into it. You agree and acknowledge that your only rights and remedies in relation to any
representation, warranty or undertaking made or given in connection with this agreement
(unless such representation, warranty or undertaking was made fraudulently) will be for
breach of the terms of this agreement, to the exclusion of all other rights and
remedies (including those in tort or arising under statute).






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In this letter:




	 	 	 

	“Articles”

	 	means the Articles of Association of the Company.
	 
	 	 
	“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.
	 
	 	 
	“Engagement”

	 	means your appointment as Chairman pursuant to this agreement.
	 
	 	 
	“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 1159
of the Companies Act 2006).
	 
	 	 
	“Group Company”

	 	means a member of the Group and Group Companies will be construed accordingly.
	 
	 	 
	“Listing Rules”

	 	means the Listing Rules made by the UK Financial Services Authority under Section
74 of the Financial Services and Markets Act 2000.
	 
	 	 
	“Termination Date”

	 	means the date on which the Engagement terminates.





This letter shall be governed by and construed in accordance with English Law. Both parties submit
to the exclusive jurisdiction of the English Courts as regards any claim or matter arising in
connection with the terms of this letter.



Please acknowledge receipt and acceptance of the terms of this letter by signing the enclosed copy
and returning it to the Company Secretary.




Kind regards.




Yours sincerely









Sir John Bond

for and on behalf of Vodafone Group Plc




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I hereby accept that the terms of this letter constitute the terms of my appointment as a
non-executive director and Chairman of the Company.




	 	 	 

	EXECUTED as a DEED by

	ü

ý


þ




	






	 	 	 

	in the presence of:
	 	 
	 
	 	 
	Witness’s signature


	 	
	 
	 	 
	Name

	 	Paula Fowler
	
Address

	 	One Kingdom Street
London
W2 6BV
	Occupation

	 	Personal Assistant






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Appendix 1




Details of outside interests



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Shareholding/
	 	 	 	 	Date and Term of	 	Time commitment	 	Share options/
	Entity	 	Position Held	 	Appointment	 	required	 	Other interests
	 
	 

	 	 
	 	 
	 	 
	 	 





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Appendix 2




Chairman’s Duties and Related Matters




	1	 	Chairman’s Duties






	 	1.1	 	From the Chairman Commencement Date and subject to and in accordance
with the Articles you will serve the Company as Chairman of the Board.
	 
	 	1.2	 	You will:






	 	1.2.1	 	devote such of your working time, attention and skill to the
Engagement as you, together with the Board, shall consider necessary for the
fulfilment of your duties as Chairman;
	 
	 	1.2.2	 	fulfil with due diligence and to the best of your ability the
obligations incumbent upon you pursuant to your appointment;
	 
	 	1.2.3	 	accept any offices or directorships in any subsidiary of the
Company as reasonably required by the Board and will, subject always to your
agreement, accept appointments in other Group Companies upon the request of the
Board;
	 
	 	1.2.4	 	comply with all rules and regulations issued by the Company;
	 
	 	1.2.5	 	obey the lawful directions of the Board; and
	 
	 	1.2.6	 	use all reasonable endeavours to promote and safeguard the
interests and reputation of the Group.






	 	1.3	 	You accept that the Company may require you to perform duties for any other
Group Company for part of your working time and that you may be required to travel and
work outside the United Kingdom from time to time. The Company will remain
responsible for the payments and benefits you are entitled to receive under this
letter.






	2	 	Other Directorships
	 
	 	 	From the Chairman’s Commencement Date, you may not serve as a non-executive director of
more than one non-Group company quoted on a recognised Stock Exchange without the prior
approval of the Board and in the event you wish to accept such a position you will not do
so until receipt of that approval, such approval not to be unreasonably withheld or
delayed.






	3	 	Office Facilities
	 
	 	 	From the Chairman’s Commencement Date, the Chairman will be provided with appropriate
office facilities, including the services of a secretary, by the Company within the United
Kingdom and/or The Netherlands.





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	4	 	Fee and other Benefits






	 	4.1	 	From the Chairman Commencement Date, the Company will pay you a fee of £600,000 per
annum (less any withholdings required by law), paid monthly in arrears by bank credit
transfer on or about the 28th day of each month. The fee will be reviewed by the Board
at the time it reviews fees for the non-executive directors of the Company (the first
such review to take place in 2012) and the revised fee, if different, will take effect
from when determined by the Board.
	 
	 	4.2	 	The fee referred to in paragraph 4.1 of this Schedule includes director’s fees
from the Group Companies and any other companies in which you are required to accept a
directorship under the terms of this letter. To achieve this:






	 	4.2.1	 	you will repay any fees you receive to the Company; or
	 
	 	4.2.2	 	your fees will be reduced by the amount of those fees; or
	 
	 	4.2.3	 	a combination of the methods set out in paragraphs 4.2.1 and
4.2.2 of this Schedule will be applied.






	 	 	 	References to fees in paragraph 4.2 exclude any fees received as a result of a
directorship held in accordance with paragraph 2 of this Schedule.
	 
	 	4.3	 	For the avoidance of doubt, you will not be entitled to participate in
short-term and long-term incentive plans and schemes in accordance with the Company’s
executive remuneration policy as determined by the Remuneration Committee.
	 
	 	4.4	 	To assist in the performance of your duties under this agreement you will,
during the continuance of the Engagement, be entitled to the use of a car and a driver
whenever and wherever you are providing services to or representing the Company.






	5	 	Expenses






	 	5.1	 	The Company will refund you all your reasonable expenses properly incurred by you
in performing your duties as Chairman, provided that these are incurred in accordance
with Company policy from time to time.
	 
	 	5.2	 	The Company will reimburse you for the cost of hotel accommodation incurred
when you are in the UK and elsewhere in connection with your duties for the Company.
	 
	 	5.3	 	When flying in discharge of your duties as Chairman, you are entitled to fly
first class. In exceptional circumstances, and after prior notification to the Senior
Independent Director or, in his absence, the Chairman of the Remuneration Committee,
you may use the services of a private aviation company if one is used by the Company.
	 
	 	5.4	 	The Company will require you to produce receipts or other documents as proof
that you have incurred any expenses you claim.
	 
	 	5.5	 	For the avoidance of doubt, if you are required to be accompanied by your
spouse on any occasion or to any event in the performance of your duties, your spouse’s
expenses will also be paid or reimbursed by the Company.






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