Vodafone 2007 Annual Report Download - page 75

Vodafone Group Plc Annual Report 2007 73
GovernanceGovernance
Committees
Under NYSE rules, US companies are required to have a nominating and
corporate governance committee and a compensation committee, each
composed entirely of independent directors with a written charter that
addresses the Committees’ purpose and responsibilities. The Company’s
Nominations and Governance Committee and Remuneration Committee
have terms of reference and composition that comply with the Combined
Code requirements. The Nominations and Governance Committee is chaired
by the Chairman of the Board, and its other members are non-executive
directors of the Company and the Chief Executive. The Remuneration
Committee is composed entirely of non executive directors whom the Board
has determined to be independent. The Company’s Audit Committee is
composed entirely of non-executive directors whom the Board has
determined to be independent and who meet the requirements of Rule 10A-
3 of the Securities Exchange Act. The Company considers that the terms of
reference of these committees, which are available on its website at
www.vodafone.com, are generally responsive to the relevant NYSE rules but
may not address all aspects of these rules.
Corporate governance guidelines
Under NYSE rules, US companies must adopt and disclose corporate
governance guidelines. Vodafone has posted its statement of compliance
with the Combined Code on its website at www.vodafone.com. The Company
also has adopted a Group Governance Manual which provides the first level of
the framework within which its businesses operate. The manual is a reference
for Chief Executives and their teams and applies to all directors and
employees. The Company considers that its corporate governance guidelines
are generally responsive to, but may not address all aspects of, the relevant
NYSE rules.
The Sarbanes-Oxley Act 2002
The Sarbanes-Oxley Act 2002 (the “Act”) was passed by the US Congress in
July 2002 to establish new or enhanced standards for corporate
accountability in the US. As a result of the listing of its securities on the NYSE,
the Company must comply with relevant provisions of the Act. The Company
has adopted procedures to comply with all applicable provisions of the Act.
Section 302: Corporate responsibility for
financial reports
In relation to Section 302 of the Act, which covers disclosure controls and
procedures, the Company established a Disclosure Committee reporting to
the Chief Executive and Chief Financial Officer. It is chaired by the Group
General Counsel and comprises members of senior management from
finance, legal, global business development and corporate communications.
The Committee has responsibility for reviewing and approving controls and
procedures over the public disclosure of financial and related information,
and other procedures necessary to enable the Chief Executive and Chief
Financial Officer to provide their Certifications of the Annual Report on Form
20-F that is filed with the SEC.
In completing their certifications, Section 302 requires the Chief Executive
and the Chief Financial Officer to confirm that:
•they have each reviewed the Annual Report and Form 20-F;
•based on their knowledge, it contains no material misstatements or
omissions;
•based on their knowledge, the financial statements and other financial
information fairly present, in all material respects, the financial condition,
results of operations and cash flows as of the dates, and for the periods,
presented in the Annual Report and Form 20-F;
•they are responsible for establishing and maintaining disclosure controls
and procedures that ensure that material information is made known to
them, have evaluated the effectiveness of these controls and procedures as
at the year end, the results of such evaluation being contained in the
Annual Report and Form 20-F;
•they are responsible for establishing and maintaining internal control over
financial reporting that provides reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles;
•they have disclosed in the Annual Report and Form 20-F any changes in
internal controls over financial reporting during the period covered by the
Annual Report and Form 20-F that have materially affected, or are
reasonably likely to affect materially, the company’s internal control over
financial reporting; and
•they have disclosed, based on their most recent evaluation of internal
control over financial reporting, to the external auditors and the Audit
Committee all significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting which are
reasonably likely to affect adversely the Company’s ability to record,
process, summarise and report financial information and any fraud
(regardless of materiality) involving persons that have a significant role in
the Company’s internal control over financial reporting.
The Company has carried out an evaluation under the supervision and with
the participation of management, including the Chief Executive and Chief
Financial Officer, of the effectiveness of the design and operation of the
Group’s disclosure controls and procedures as at 31 March 2007. There are
inherent limitations to the effectiveness of any system of disclosure controls
and procedures, including the possibility of human error and the
circumvention or overriding of the controls and procedures. Accordingly, even
effective disclosure controls and procedures can only provide reasonable
assurance of achieving their control objectives.
The Chief Executive and Chief Financial Officer expect to complete these
certifications and report their conclusions on the effectiveness of disclosure
controls and procedures on 12 June 2007, following which the certificates
will be filed with the SEC as part of the Company’s Form 20-F.
Corporate Governance Rating
In each of the annual reports issued since 2004 by Governance Metrics
International, a global corporate governance ratings agency, the Company
was ranked amongst the top UK companies, with an overall global corporate
governance rating of ten out of a possible ten.