Vodafone 2013 Annual Report Download - page 57

Our governance framework
Responsibility for good governance lies with your Board. There is a strong and effective governance system in place throughout the Group.
How the Board operates
The role of the Board
The Board is responsible for the overall conduct of the Group’s business
and has the powers and duties set out in the relevant laws of England
and Wales and our articles of association. The Board:
a is responsible for setting the Group strategy and for the management,
direction andperformance of our businesses;
a is accountable to shareholders for the proper conduct
of the business;
a is responsible for the long-term success of the Company, having
regard for the interests of all stakeholders; and
a is responsible for ensuring the effectiveness of and reporting on our
system of corporate governance.
The Board has a formal schedule of matters reserved for its decision and
these include:
a Group strategy and long-term plans;
a major capital projects, acquisitions or divestments;
a annual budget and operating plan;
a Group nancial structure, including tax and treasury;
a annual and half-year nancial results and shareholder
communications; and
a system of internal control and risk management.
The schedule is reviewed annually. It was last reviewed in March2013
when it was decided that no amendments wererequired.
Other specic responsibilities are delegated to Board committees,
details of which are given on pages 60 to 63.
Chairman
Gerard Kleisterlee
Key objectives: theleadership, operation and governance of the Board,
ensuring effectiveness, and setting the agenda for the Board.
Nominations and
GovernanceCommittee
Three independent
non-executive directors plus
Gerard Kleisterlee (Chairman)
Key objectives: to ensure the
Board comprises individuals with
the necessary skills, knowledge
and experience toensurethat
it is effectivein discharging
itsresponsibilities and oversight
of all matters relating to corporate
governance.
More detail:
Page 60
More detail:
Page 56
The Board of Vodafone Group Plc
13 directors: three executive directors, the Chairman and nine independent non-executive directors (including the Senior
Independent Director).
Key objectives: responsible for the overall conduct of the Group’s business and setting the Group’s strategy.
More detail:
See below
Audit and
Risk Committee
Four independent
non-executive directors.
Chairman: Nick Land
Key objectives: to provide
effective governance over the
Group’s nancial results, the
performance of the internal
audit function, the external
auditor, and the management of
the Group’s systems of internal
control, business risks and related
compliance activities.
More detail:
Pages 61 to 63
Remuneration
Committee
Four independent
non-executive directors.
Chairman: Luc Vandevelde
Key objectives: to assessand
make recommendations to the
Board on thepolicy on executive
remuneration.
More detail:
Page 63
Chief Executive
Vittorio Colao
Key objectives: responsible for the
management of the business and
implementation of Board strategy
and policy.
More detail:
Page 56
Executive Committee
12 members made up of the executive directors, certain Group function
heads and the regional chief executives.
Chairman: Vittorio Colao
Key objectives: to focus on strategy, nancial structure and planning,
nancial and competitive performance, succession planning, organisational
development and Group-wide policies.
More detail:
Page 64
Corporate governance
55 Vodafone Group Plc
Annual Report 2013
Overview Business review Performance Governance Financials Additional information