Vodafone 2003 Annual Report Download - page 54

Vodafone Group Plc Annual Report & Accounts and Form 20-F 2003
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DIRECTORS’ REPORT Continued
Health, safety and wellbeing
The directors remain committed to ensuring the health, safety and wellbeing of
employees at work and apply high standards throughout the organisation in the
management and control of operations. These standards are designed to ensure
that the Group properly safeguards those who work for it and those who may be
affected by the Group’s business including customers, contractors and local
communities.
During 2003 financial year, the Company has strengthened its statement of
Group Health and Safety policy to incorporate more specific requirements in
respect of standards and responsibilities.
Each operating company reports annually to the Board on health and safety
performance. During the year, there were no deaths due to building,
maintenance or the Group’s other work activities. Sadly, two employees were
killed in road traffic accidents, one going to their normal workplace and the other
while travelling on Vodafone business.
Standardised systems for recording and reporting accidents have been
developed and introduced. These will enable the Group to measure safety
performance on a consistent basis and to share the lessons and examples of
best practice from around the Group.
Its health and safety professionals around the world are working together to build
on the successes already achieved and helping to ensure the Group is able to
properly safeguard everyone who may be affected by its activities.
Corporate social responsibility
A summary of the Company’s corporate social responsibility policy is contained
on pages 26 and 27 of the Annual Review and Summary Financial Statement,
and on page 67 of this Annual Report. Further details are contained in the
Company’s separate report on corporate social responsibility.
Auditors
The Audit Committee has recommended the reappointment of Deloitte & Touche
as auditors to the Company and, in accordance with section 384 of the
Companies Act 1985, a resolution proposing their appointment will be put to the
Annual General Meeting.
In addition to their statutory duties, Deloitte & Touche are also employed where,
as a result of their position as auditors, they either must, or are best placed to,
perform the work in question. This is primarily work in relation to matters such as
shareholder circulars, Group borrowings, regulatory filings and business
acquisitions and disposals. Other work is awarded on the basis of competitive
tender.
During the year Deloitte & Touche charged £15 million (2002: £22 million) for
non-audit assignments. An analysis of these fees can be found in note 5 to the
Consolidated Financial Statements, “Operating loss”.
In their assessment of the independence of the auditors and in accordance with
the US Independence Standards Board Standard No. 1, “Independence
Discussions with Audit Committees”, the Audit Committee receives in writing
details of relationships between Deloitte & Touche and the Company that may
have a bearing on their independence and receives confirmation that they are
independent of the Company within the meaning of the Securities Acts
administered by the Securities and Exchange Commission.
In addition, the Audit Committee reviews both the level of the audit fee against
other comparable companies, including those in the telecommunications
industry, and the level and nature of non-audit fees, as part of its review of the
adequacy and objectivity of the audit process.
In a further measure to ensure auditor independence is not compromised,
policies have been adopted to provide for the pre-approval by the Audit
Committee of all audit and permitted non-audit services and fees by Deloitte &
Touche. Should there be a requirement for audit or permitted non-audit services
to be provided by Deloitte & Touche which have not previously been pre-
approved by the Audit Committee, the policies provide that the Group Audit
Director will consult with the Chairman of the Audit Committee, and in his
absence another Audit Committee member, for pre-approval.
Deloitte & Touche have informed the directors that they are intending to transfer
their business to a limited liability partnership incorporated under the Limited
Liability Partnerships Act 2000. Other major accountancy firms are already
limited liability partnerships.
Major shareholders
The Bank of New York, as custodian of the Company’s American Depositary
Receipt (“ADR”) programme, held approximately 11.01% of the Company’s
ordinary shares of $0.10 each at 23 May 2003 as nominee. The total number of
ADRs outstanding at 23 May 2003 was 750,458,369. At this date, 985 holders
of record of ordinary shares had registered addresses in the United States and in
total held approximately 0.005% of the ordinary shares of the Company. The
directors have been notified by The Capital Group Companies, Inc. that it is a
holding company for several companies engaged in investment management, the
clients of which, as at 23 May 2003, had an interest of 5.22% of the ordinary
shares of the Company. The directors are not aware, as at 23 May 2003, of any
other interest of 3% or more in the ordinary share capital of the Company. The
Company is not directly or indirectly owned or controlled by any foreign
government or any other legal entity. There are no arrangements known to the
Company that could result in a change of control of the Company.
Going concern
After reviewing the Group’s and Company’s budget for the next financial year,
and other longer term plans, the directors are satisfied that, at the time of
approving the financial statements, it is appropriate to adopt the going concern
basis in preparing the financial statements.