Vodafone 2005 Annual Report Download - page 66
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Corporate Governance continued
64 |Governance
Report from the Audit Committee
The composition of the Audit Committee is shown in the table on page 61 and its terms
of reference are discussed under “Commmittees of the Board – The Audit Committee”.
During the year ended 31 March 2005 the principal activities of the Committee were
as follows:
Financial Statements
The Committee considered reports from the Financial Director and the Group Financial
Controller on the half-year and annual financial statements. It also considered reports
from the external auditors, Deloitte & Touche LLP on the scope and outcome of the
annual audit.
The financial statements were reviewed in the light of these reports and the results of
that review reported to the Board.
Risk Management and Internal Control
The Committee reviewed the process by which the Group evaluated its control
environment, its risk assessment process and the way in which significant business
risks were managed. It also considered the Group Audit department’s reports on the
effectiveness of internal controls, significant frauds and any fraud that involved
management or employees with a significant role in internal controls.
The Committee also reviewed and approved arrangements by which staff could, in
confidence, raise concerns about possible improprieties in matters of financial reporting
or other matters. This was achieved through using existing reporting procedures and a
web site with a dedicated anonymous email feature.
External Auditors
The Committee reviewed the letter from Deloitte & Touche LLP confirming their
independence and objectivity. It also reviewed and pre-approved the scope of non-
audit services provided by Deloitte & Touche LLP to ensure that there was no
impairment of independence.
The Committee pre-approved the scope and fees for audit services provided by Deloitte
& Touche LLP and confirmed the wording of the recommendations put by the Board to
the shareholders on the appointment and retention of the external auditors.
Private meetings were held with Deloitte & Touche LLP to ensure that there were no
restrictions on the scope of their audit and to discuss any items the auditors did not
wish to raise with management present.
Internal Audit
The Committee engaged in discussion and review of the Group Audit Department’s
audit plan for the year, together with its resource requirements. Private meetings were
held with the Group Audit Director.
Audit Committee Effectiveness
The Audit Committee conducts a formal review of its effectiveness annually and
concluded this year that it was effective and able to fulfil its terms of reference.
Paul Hazen
On behalf of the Audit Committee