Vodafone 2009 Annual Report Download - page 55

Governance
Vodafone Group Plc Annual Report 2009 53
The evaluations undertaken in the 2009 financial year found the performance of
each director to be effective and concluded that the Board provides the effective
leadership and control required for a listed company. The Nominations and
Governance Committee confirmed to the Board that the contributions made by the
directors offering themselves for re-election at the AGM in July 2009 continue to be
effective and that the Company should support their re-election.
Re-election of directors
Although not required by the articles, in the interests of good corporate governance,
the directors have resolved that they will all submit themselves for annual re-election
at each AGM of the Company. Accordingly, at the AGM to be held on 28 July 2009,
all the directors will be retiring and, being eligible and on the recommendation of
the Nominations and Governance Committee, will offer themselves for re-election.
New directors seek election for the first time in accordance with the articles
of association.
Independent advice
The Board recognises that there may be occasions when one or more of the directors
feel it is necessary to take independent legal and/or financial advice at the Company’s
expense. There is an agreed procedure to enable them to do so.
Indemnication of directors
In accordance with the Company’s articles of association and to the extent permitted
by the laws of England and Wales, directors are granted an indemnity from the
Company in respect of liabilities incurred as a result of their office. In respect of those
matters for which the directors may not be indemnified, the Company maintained a
directors’ and officers’ liability insurance policy throughout the financial year. This
policy is in the process of being renewed. Neither the Company’s indemnity nor the
insurance provides cover in the event that the director is proven to have acted
dishonestly or fraudulently. The Company does not indemnify its external auditors.
Board committees
The Board has established an Audit Committee, a Nominations and Governance
Committee and a Remuneration Committee, each of which has formal terms of
reference approved by the Board. The Board is satisfied that the terms of reference
for each of these committees satisfy the requirements of the Combined Code and
are reviewed internally on an ongoing basis by the Board. The terms of reference for
all Board committees can be found on the Company’s website at www.vodafone.
com/governance or a copy can be obtained by application to the Company Secretar y
at the Company’s registered office.
The committees are provided with all necessary resources to enable them to
under take their duties in an effective manner. The Company Secretar y or his delegate
acts as Secretary to the committees. The minutes of committee meetings are
circulated to all directors.
Each committee has access to such information and advice, both from within the
Group and externally, at the cost of the Company as it deems necessary. This may
include the appointment of external consultants where appropriate. Each committee
undertakes an annual review of the effectiveness of its terms of reference and makes
recommendations to the Board for changes where appropriate.
Audit Committee
The members of the Audit Committee during the year, together with a record of
their attendance at scheduled meetings which they were eligible to attend, are set
out below:
Meetings attended
John Buchanan 3/4
Alan Jebson 4/4
Nick Land, Chairman 4/4
Anne Lauvergeon 4/4
Dr Michael Boskin, Chairman (until 29 July 2008) 1/1
The Audit Committee is comprised of financially literate members having the
necessary ability and experience to understand financial statements. Solely for the
purpose of fulfilling the requirements of the Sarbanes-Oxley Act and the Combined
Code, the Board has designated Nick Land, who is an independent non-executive
director satisfying the independence requirements of Rule 10A-3 of the US Securities
Exchange Act 1934, as its financial expert on the Audit Committee. Further details on
Nick Land can be found in “Board of directors and Group management” on page 48.
The Audit Committee’s responsibilities include:
overseeing the relationship with the external auditors; •
reviewing the Company’s preliminary results announcement, half-year results and •
annual financial statements;
monitoring compliance with statutory and listing requirements for any exchange •
on which the Company’s shares and debt instruments are quoted;
reviewing the scope, extent and effectiveness of the activity of the Group internal •
audit department;
engaging independent advisers as it determines is necessary and to perform •
investigations;
reporting to the Board on the quality and acceptability of the Company’s •
accounting policies and practices including, without limitation, critical accounting
policies and practices; and
playing an active role in monitoring the Company’s compliance efforts for •
Section 404 of the Sarbanes-Oxley Act and receiving progress updates at each of
its meetings.
At least t wice a year, the Audit Committee meets separately with the ex ternal auditors
and the Group Audit Director without management being present. Further details on
the work of the Audit Committee and its oversight of the relationships with the
external auditors can be found under “Auditors” and the “Report from the Audit
Committee” which are set out on pages 55 and 56.
Nominations and Governance Committee
The members of the Nominations and Governance Committee during the year,
together with a record of their attendance at scheduled meetings which they were
eligible to attend, are set out below:
Meetings attended
Sir John Bond, Chairman 3/3
John Buchanan 3/3
Luc Vandevelde 3/3
Arun Sarin (until 29 July 2008) 1/1
Professor Jürgen Schrempp (until 29 July 2008) 1/1
The Nominations and Governance Committee’s key objective is to ensure that the
Board comprises individuals with the requisite skills, knowledge and experience to
ensure that it is effective in discharging its responsibilities. The Nominations and
Governance Committee:
leads the process for identifying and making recommendations to the Board of •
candidates for appointment as directors of the Company, giving full consideration
to succession planning and the leadership needs of the Group;
makes recommendations to the Board on the composition of the Nominations •
and Governance Committee and the composition and chairmanship of the Audit
and Remuneration Committees;
regularly reviews the structure, size and composition of the Board, including the •
balance of skills, knowledge and experience and the independence of the non-
executive directors, and makes recommendations to the Board with regard to any
change; and
is responsible for the oversight of all matters relating to corporate governance, •
bringing any issues to the attention of the Board.
The Nominations and Governance Committee meets periodically when required. In
addition to scheduled meetings there are a number of ad hoc meetings to address
specific matters. No one other than a member of the Nominations and Governance
Committee is entitled to be present at its meetings. The Chief Executive, other non-
executive directors and external advisers may be invited to attend.