Vodafone 2007 Annual Report Download - page 69

Vodafone Group Plc Annual Report 2007 67
GovernanceGovernance
Directors
The Board
The Board is responsible for the overall conduct of the Group’s business and
has the powers, authorities and duties vested in it by and pursuant to the
relevant laws of England and Wales and the Articles of Association. The Board
has final responsibility for the management, direction and performance of the
Group and its businesses. The Board is required to exercise objective
judgement on all corporate matters, independent from executive
management, and is accountable to shareholders for the proper conduct of
the business. The Board is also responsible for ensuring the effectiveness of
and reporting on the Group’s system of corporate governance.
The Board has a formal schedule of matters reserved to it for its decision and
these include:
•group strategy;
•major capital projects, acquisitions or divestments;
•annual budget and operating plan;
•group financial structure, including tax and treasury;
•annual and interim financial results and shareholder communications;
•system of internal control and risk management; and
•senior management structure, responsibilities and succession plans.
The schedule is reviewed periodically. It was last formally reviewed by the
Nominations and Governance Committee in September 2005, at which time
it was determined that no amendments were required. Its continued validity
was assessed as part of the performance evaluations conducted in the 2007
financial year.
Other specific responsibilities are delegated to Board Committees which
operate within clearly defined terms of reference. Details of the
responsibilities delegated to the Board Committees are given on pages 69
to 70.
The Board meets at least eight times a year and the meetings are structured
to allow open discussion. All directors participate in discussing the strategy,
trading and financial performance and risk management of the Company. All
substantive agenda items have comprehensive briefing papers which are
circulated one week before the meeting.
Contents
Page
Corporate Governance 67
– Introduction 67
– Directors 67
– Board Committees 69
– Statement on Internal Control 70
– Control Environment 71
– Review of Effectiveness 71
– Relations with Shareholders 71
– Political Donations 72
– Auditors 72
– US Listing Requirements 72
– Differences from the New York Stock Exchange
Corporate Governance Practices 72
– The Sarbanes-Oxley Act 2002 73
– Corporate Governance Rating 73
– Report from the Audit Committee 74
Corporate Responsibility and Environmental Issues 75
– Corporate Responsibility 75
– Environmental Issues 76
– Environmental Performance Indicators 77
Board’s Report to Shareholders on Directors’ Remuneration 78
– Remuneration Committee 78
– Remuneration Policy 78
– Report on Executive Directors’ Remuneration for the 2007
Financial Year and Subsequent Periods 79
– Audited Information 83
Directors’ Statement of Responsibility 88
– Disclosure of Information to Auditors 88
– Going Concern 88
– Management’s Report on Internal Control
over Financial Reporting 88
Corporate Governance
Introduction
The Board of the Company is committed to high standards of corporate
governance, which it considers are critical to business integrity and to
maintaining investors’ trust in the Company. The Group expects all its
directors and employees to act with honesty, integrity and fairness. The
Group will strive to act in accordance with the laws and customs of the
countries in which it operates; adopt proper standards of business practice
and procedure; operate with integrity; and observe and respect the culture of
every country in which it does business.
The Combined Code
The Company’s ordinary shares are listed in the UK on the London Stock
Exchange. In accordance with the Listing Rules of the UK Listing Authority,
the Company is required to state whether it has complied with the provisions
set out in Section 1 of the 2003 FRC Combined Code on Corporate
Governance (the “Combined Code”). The FRC issued a revised Combined
Code in 2006, applicable for financial years beginning on or after 1 November
2006. If it was now to be applicable, the Company would be in compliance
with the revised Combined Code.
Statement of Compliance with the Combined Code
Throughout the year ended 31 March 2007 and as at the date of this Annual
Report, the Board confirms that the Company was compliant with the
provisions of, and applied the principles of Section 1, of the Combined Code
of 2003. The paragraphs below, together with the Directors’ Remuneration
Report on pages 78 to 87, provide details of how the Company applies the
principles and complies with the provisions of the Combined Code.