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Business review Performance Governance Financials Additional information
63
Vodafone Group Plc
Annual Report 2012
Corporate governance
Compliance with the UK Corporate Governance Code
Throughout the year ended 31 March 2012 and to the date of this document, we complied with the provisions and applied the Main Principles of the
UK Corporate Governance Code (the ‘Code’). The Code can be found on the FRC website (www.frc.org.uk). We describe how we have applied those
Principles in this annual report, notably, in the following sectiontogether with the “Directors’ remuneration” section on pages 74 to 87. The Financial
Reporting Council has announced that a revised version of the Code incorporating changes regarding boardroom diversity will be published in 2012,
to take effect for nancial years beginning on or after 1October 2012. We are voluntarily reporting on these changes in this annual report (see
“Performance evaluation” on page 67 and “Nominations and Governance Committee” on page 68).
Corporate governance statement
We comply with the corporate governance statement requirements pursuant to the FSA’s Disclosure and Transparency Rules by virtue of the
information included in this “Corporate governance” section of the annual report together with information contained in the “Shareholder
information” section on pages 149 to 156.
Chairman’s overview
“ Strong governance ensures Vodafone conducts its
business responsibly, safeguarding our assets while
promoting business growth.”
Dear Shareholder
Sound corporate governance is critical to our business integrity and to maintaining investors’ trust in us. Responsibility for good governance
lies with your Board and the directors and I spend quality time at Board and committee meetings and in our discussions with executives to
ensure there is a strong and effective governance system in place throughout the Group.
In this section we describe the way corporate governance works in Vodafone. It is embedded both in the way we organise our business, with
local boards and audit committees having responsibility for our operations in local markets, overseen by regional governance teams for
Europe and for the Africa, Middle East and Asia Pacic region, as well as in the way we expect our people to behave, with every employee
required to comply with our Code of Conduct and encouraged to work in the Vodafone Way (see page 34 for more information).
We strive to continuously improve the effectiveness of our Board, our Board committees and our Executive Committee and we undertake
annual reviews to assess our performance. The review for the 2012 nancial year is described on page 67.
The Nominations and Governance Committee monitors developments in corporate governance to ensure we remain aligned with best
practice. In view of the increased focus on diversity in the boardroom, I would like to take this opportunity to set out our approach to this topic.
Joining me on your Board are four executive directors and nine non-executive directors representing seven different nationalities reecting
the international nature of our business. Your Board acknowledges the importance of diversity, including gender, to the effective functioning
of the Board and commits to supporting diversity in the boardroom. It is our aspiration to have a minimum of 25% female representation
onyour Board by 2015. We also value diversity of business skills and experience because directors with diverse skills sets, capabilities and
experience gained from different geographic and cultural backgrounds enhance your Board by bringing a wide range of perspectives to the
business. More information can be found about our boardroom diversity policy under the report of the Nominations and Governance
Committee on page 68.
Looking ahead, we will strive to maintain our high standard of corporate governance as it is central to our continuing success. We will continue
to balance the use of our time in Board meetings between discussion of strategy, review ofnancial and operational performance, oversight of
risk management and internal controls, ensuring the safeguarding our assets, and keeping Board and executive succession plans refreshed.
Gerard Kleisterlee
Chairman
22 May 2012