VODAFONE GROUP PLC - Jul 27, 2010

---

Proposal:
Re-elect Sir John Bond as a Director

OTPP Vote: Against

Guideline: 1.3 - Election of Directors

Comments:
Ontario Teachers' votes against the re-election of Sir John Bond, non-executive Chairman since 2006 and a non-executive director since 2005. We also vote against the re-election of John Buchanan, Deputy Chairman and senior independent director since 2006, and a non-executive director since 2003. For at least the last five years, the company has had significant structural and strategic weaknesses, resulting in Vodafone trading at a substantial, persistent discount to its asset value. Having engaged with management and certain members of the Board, Ontario Teachers' believes that Board rejuvenation is a critical step to catalyze a corporate restructuring and a re-examination of Vodafone's long history of poor capital allocation and disastrous M&A. Therefore, we vote against the re-elections of the Chairman and the Deputy Chairman. Ontario Teachers' notes that we are voting for the re-election of Vittorio Colao, Chief Executive Officer. We believe the Chief Executive has begun improving Vodafone's operating performance and competitiveness. Although we remain particularly concerned with the lengthy delay in addressing fundamental issues, we therefore vote for the Chief Executive.

NOTE: This information is not intended to solicit proxies.

back to Proxy Votes