Vodafone 2002 Annual Report Download - page 3

Contents Vodafone Group Plc 1Annual Report & Accounts and Form 20-F
Contents
Group Financial Highlights 2
Chairman’s Statement 4
Chief Executive’s Statement 5
Information on the Company 7
History and Development of the Company 7
Acquisitions of businesses 7
Sales of businesses 9
Formation of Verizon Wireless 10
Business Overview 10
Revenues and operating income 10
Business strategy 11
Business activities – Mobile Telecommunications 11
Mobile data services 18
Third generation licences and network infrastructure 18
Strategic developments – Products and services 19
Marketing and distribution 20
Business activities – Non-Mobile Telecommunications 21
Competition 22
Regulation 23
Property, plants and equipment 25
Legal proceedings 25
Five year summary of results 26
Cautionary Statement Regarding Forward Looking Statements 28
Risk Factors 29
Operating and Financial Review and Prospects 31
Introduction 31
Foreign Currency Translation 31
Basis of Segmental Reporting 31
Critical Accountancy Policies 31
Basis of Consolidation 32
Operating Results 33
2002 financial year compared to 2001 financial year 33
2001 financial year compared to 2000 financial year 38
Balance sheet 41
Equity shareholders’ funds 41
Dividends 41
Inflation 42
Exchange rate information 42
Accounting principles 42
US GAAP reconciliation 43
Liquidity and Capital Resources 43
Cash flows and funding 43
Financial assets and liabilities 46
Quantitative and Qualitative Disclosures About Market Risk 46
Research and Development, Patents and Licences, etc. 46
Trend Information 47
The Board of Directors and the Group Executive Committee 49
Directors and Senior Management – Directors 49
Directors and Senior Management – Senior Management 50
Directors’ Report 51
Review of the Group’s Business 51
Future developments 51
Corporate governance 51
Share capital 51
Purchase by the Company of its own shares 51
Results and dividends 51
Subsequent events 51
Charitable contributions 51
Political donations 51
Creditor payment terms 51
Research and development 51
Directors’ interests in the shares of the Company 52
Directors’ interests in contracts 52
Employee involvement 52
Employee education, training and development 52
Employment policies 52
Equal opportunities 52
The disabled 52
Health, safety and welfare 52
Corporate social responsibility 53
Auditors 53
Major shareholders 53
Going concern 53
Corporate Governance 54
Introduction 54
Directors and Organisation 54
Committees of the Board 54
Internal Control 55
Introduction 55
Responsibility 55
Control structure 55
Control environment 55
Monitoring and review activities 55
Review of effectiveness 55
Relations with Shareholders 56
Board’s Report to Shareholders on Directors’ Remuneration 57
Introduction 57
Remuneration Review and New Policy 57
Total remuneration levels 58
Incentive awards 58
Share ownership guidelines 60
Report on 2001/02 Executive Directors’ Remuneration 60
Components of executive directors’ remuneration 60
Other remuneration matters 61
Non-executive directors remuneration 62
Service contracts and appointments of directors 62
Remuneration for the Year to 31 March 2002 62
Pensions 64
Directors interests in the shares of the Company 64
Corporate Social Responsibility 69
Environmental Impact 69
Statement of Directors’ Responsibilities 70
Consolidated Financial Statements 71
Index to the Consolidated Financial Statements 71
Unaudited Proportionate Financial Information 141
Additional Information for Shareholders 142
Related Party Transactions 142
Share Price History 142
Markets 142
Memorandum and Articles of Association and Applicable English law 143
Material Contracts 145
Exchange Controls 145
Taxation 145
Documents on Display 147
Other Shareholder Information 147
Contact Details 148
Glossary of Terms 149
Vodafone Group Plc – Form 20-F Cross Reference Guide 150
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