Vodafone 2004 Annual Report Download - page 51

Directors’ interests in the shares of the Company
The “Board’s Report to Shareholders on Directors’ Remuneration”details the directors’
interests in the shares of the Company.
Directors’ interests in contracts
None of the current directors had a material interest in any contract of significance to
which the Company or any of its subsidiary undertakings was a party during the
financial year.
Employees
Please refer to “Employees”on page 64.
Corporate social responsibility
A summary of the Company’s CSR approach is contained on pages 20 and 21 of the
Annual Review & Summary Financial Statement and on page 65 of this Annual Report.
Further details are contained in the Group’s CSR report.
Auditors
On 1 August 2003, Deloitte and Touche, the Company’s auditors, transferred its
business to Deloitte and Touche LLP, a limited liability partnership incorporated under
the Limited Liability Partnership Act 2000. The Company’s consent has been given to
treat the appointment of Deloitte and Touche as extending to Deloitte and Touche LLP
with effect from 1 August 2003 under the provisions of section 26(5) of the
Companies Act 1989.
Following a recommendation by the Audit Committee, a resolution proposing the
appointment of Deloitte and Touche LLP as auditors to the Company will be put to
the AGM.
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 and Touche LLP 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 laws administered by the US Securities and
Exchange Commission (“SEC”).
In addition, the Audit Committee pre-approves the audit fee after a review of 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 permitted non-
audit services by Deloitte and Touche LLP. Should there be an immediate requirement for
permitted non-audit services to be provided by Deloitte and Touche LLP which have not
been pre-approved by the Audit Committee, the policies provide that the Group Audit
Director will consult with the Chairman of the Audit Committee for pre-approval.
In addition to their statutory duties, Deloitte and Touche LLP 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 and Touche LLP charged £8 million (2003: £15 million) for
non-audit assignments. An analysis of these fees can be found in note 5 to the
Consolidated Financial Statements.
Major shareholders
The Bank of New York, as custodian of the Company’s American Depositary Receipt
(“ADR”) programme, held approximately 11.6% of the Company’s ordinary shares of
$0.10 each at 24 May 2004 as nominee. The total number of ADRs outstanding at
24 May 2004 was 783,776,194. At this date, 1,049 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. As at 24 May 2004, the following
percentage interests in the ordinary share capital of the Company, disclosable under
Part VI of the Companies Act 1985, have been notified to the directors:
•The Capital Group Companies, Inc. 5.60%
•Fidelity Management & Research Company 3.56%
•Legal & General Investment Management 3.47%
•Barclays PLC 3.28%
The directors are not aware, as at 24 May 2004, 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.
By Order of the Board
Stephen Scott
Secretary
25 May 2004
Annual Report 2004 Vodafone Group Plc
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