Vodafone 2012 Annual Report Download - page 67

Business review Performance Governance Financials Additional information
65
Vodafone Group Plc
Annual Report 2012
Key roles and responsibilities
Biographical details of the Chairman, Chief Executive, Senior Independent Director and Company Secretary can be found on pages 60 to 62 or at
www.vodafone.com/board. The appointment or removal of the Company Secretary is a matter for the Board as a whole.
The Chairman
Gerard Kleisterlee
The role of the Chairman is set out in writing and agreed by the Board.
Heis responsible for:
a the effective operation, leadership and governance of the Board;
a ensuring effectiveness of the Board;
a setting the agenda, style and tone of Board discussions; and
a ensuring the directors receive accurate, timely and clear information.
The Deputy Chairman and Senior Independent Director
Sir John Buchanan
The Senior Independent Director is responsible for:
a acting as a sounding board for the Chairman;
a serving as an intermediary for the other directors;
a being available to shareholders if they have concerns which they
have not been able to resolve through the normal channels of the
Chairman, Chief Executive or other executive directors or for which
such contact is inappropriate; and
a conducting an annual review of the performance of the Chairman
and,in the event it should be necessary, convening a meeting
ofthenon-executive directors.
The Chief Executive
Vittorio Colao
The role of the Chief Executive is set out in writing and agreed by
theBoard. He is responsible for:
a management of the Group’s business;
a implementation of the Company’s strategy and policies; and
a maintaining a close working relationship with the Chairman.
The Company Secretary
Rosemary Martin
The Company Secretary acts as Secretary to the Board. In addition, she:
a assists the Chairman in ensuring that all directors have full and
timely access to all relevant information;
a assists the Chairman by organising induction and training
programmes;
a is responsible for ensuring that the correct Board procedures are
followed and advises the Board on corporate governance matters;
and
a administers the procedure under which directors can, where
appropriate, obtain independent professional advice at the
Company’sexpense.
How the Board operates
Board balance and independence
Our Board consists of 14 directors, all of whom served throughout the
year. At 31 March 2012, in addition to the Chairman, Gerard Kleisterlee,
there were four executive directors and nine non-executive directors.
SirJohn Bond was a member of the Board until his retirement at the
AGM on 26 July 2011.
Balance of non-executive and executive directors
Non-executive directors:
64%
Chairman:
7%
Executive directors:
29%
The executive and non-executive directors are equal members of the
Board and have collective responsibility for the Company’s direction.
Inparticular, non-executive directors are responsible for:
a bringing a wide range of skills and experience, including independent
judgement on issues of strategy, performance, and risk management;
a constructively challenging the strategy proposed by the Chief
Executive and executive directors;
a scrutinising and challenging performance across the Group’s
business;
a assessing risk and the integrity of the nancial information and
controls; and
a determining the Company’s broad policy for executive remuneration,
and the remuneration packages for the executive directors and the
Chairman.
We consider all of our non-executive directors to be independent.
TheBoard is aware of the other commitments of its directors and is
satised that these do not conict with their duties as directors of
theCompany. Changes to the commitments of all the directors are
reported to the Board. The directors are required to complete a conicts
questionnaire initially on appointment and annually thereafter. In the
event of a potential conict being identied, details of that conict
would be submitted to the Board (excluding the director to whom
thepotential conict related) for consideration and, as appropriate,
authorisation in accordance with the Companies Act 2006 and the
articles of association. Where an authorisation is granted, it would be
recorded in a register of potential conicts and reviewed periodically.
Onan ongoing basis directors are responsible for notifying the Company
Secretary if they become aware of actual or potential conict situations
or a change in circumstances relating to an existing authorisation. No
conicts of interest have been identied during the nancial year. Copies
of the service contracts of the directors and terms and conditions of
appointment of all non-executive directors are available for inspection at
our registered ofce.
Board meetings
The Board meets at least seven times a year. Certain matters are
considered at all Board meetings including the Chief Executive’s
business report; thelatest available management accounts/Chief
Financial Ofcer’s report; business updates; an operations update
(covering commercial, technology and operations matters); an investor
relations report and, where applicable, reports fromthe Nominations
and Governance Committee, Audit and Risk Committee, and
Remuneration Committee. In addition to standing agenda items, there
may be discussions on “deep-dive” topics. During the year “deep-dive”
presentations have included commercial strategy, technology strategy,
spectrum auctions, talent and succession, our enterprise business and
our partner markets business.