Vodafone 2005 Annual Report Download - page 65

Governance |63
The Board reviews a half-yearly report detailing any significant legal actions faced by
Group companies.
The Executive Committee monitors legal, environmental and regulatory matters and
approves appropriate responses or amendments to existing policy.
Monitoring and review activities
There are clear processes for monitoring the system of internal control and reporting
any significant control failings or weaknesses together with details of corrective action.
A formal annual confirmation is provided by the chief executive officer and chief
financial officer of each Group company detailing the operation of their control systems
and highlighting any weaknesses. Regional management, the Audit Committee and the
Board review the results of this confirmation.
The Chief Executive and the Financial Director undertake a review of the quality and
timeliness of disclosures that includes formal annual meetings with the regional chief
executives and the Disclosure Committee.
A Group Internal Audit Department, reporting directly to the Audit Committee,
undertakes periodic examination of business processes on a risk basis and reports on
controls throughout the Group.
Reports from the external auditors, Deloitte & Touche LLP, on certain internal controls
and relevant financial reporting matters, are presented to the Audit Committee and
management.
Review of effectiveness
The Directors, the Chief Executive and the Financial Director consider that any controls
and procedures, no matter how well designed and operated, can provide only
reasonable and not absolute assurance of achieving the desired control objectives. The
Group’s management is required to apply judgement in evaluating the risks facing the
Group in achieving its objectives, in determining the risks that are considered
acceptable to bear, in assessing the likelihood of the risks concerned materialising, in
identifying the company’s ability to reduce the incidence and impact on the business of
risks that do materialise and in ensuring the costs of operating particular controls are
proportionate to the benefit.
The Directors, the Chief Executive and the Financial Director confirm that they have
reviewed the effectiveness of the system of internal control and the disclosure controls
and procedures through the monitoring process set out above and are not aware of any
significant weakness or deficiency in the Group’s system of internal control. The
Directors, the Chief Executive and the Financial Director have evaluated the
effectiveness of the disclosure controls and procedures and, based on that evaluation,
have concluded that the disclosure controls and procedures are effective as of the end
of the period covered by this Annual Report.
During the period covered by this Annual Report, there were no changes in the
Company’s internal control over financial reporting that have materially affected or are
reasonably likely to materially affect internal control over financial reporting.
Relations with Shareholders
The Company holds briefing meetings with its major institutional shareholders in the
UK, the US and in Continental Europe, usually twice each year after the interim results
and preliminary announcement, to ensure that the investing community receives a
balanced and complete view of the Group’s performance and the issues faced by the
Group. Telecommunications analysts of stockbrokers are also invited to presentations
of the financial results. The Company, through its Investor Relations team, responds to
enquiries from shareholders. During the year, the Company hosted an analyst and
investor day at its headquarters in Newbury, England. The day consisted of a series of
presentations by the senior management from Vodafone’s largest mobile operating
subsidiaries and from Verizon Wireless, its associated undertaking in the United States.
These presentations provided an overview of each of the individual businesses and
were broadcast live via a webcast on the Company’s website.
The principal communication with private investors is through the provision of the
Annual Review & Summary Financial Statement, the interim results and the AGM, an
occasion which is attended by all the Company’s directors and at which all
shareholders present are given the opportunity to question the Chairman and the Board
of directors as well as the Chairmen of the Audit, Remuneration and Nominations and
Governance Committees. The AGM is broadcast live on the Company’s website,
www.vodafone.com, and a recording of the webcast can subsequently be viewed on
the website. All substantive resolutions at the Company’s AGMs are decided on a poll.
The poll is conducted by the Company’s Registrars and scrutinised by Electoral Reform
Services. The proxy votes cast in relation to all resolutions are disclosed to those in
attendance at the meeting and the results of the poll are published in national
newspapers in the UK, the US and Ireland and on the Company’s website and
announced via the regulatory news service. Financial and other information is made
available on the Company’s website, www.vodafone.com, which is regularly updated.