Vodafone 2013 Annual Report Download - page 59

Conicts of interest
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. The process for monitoring conicts is as follows:
a changes to the commitments of all directors are reported
to the Board;
a the directors are required to complete a conicts questionnaire
initially on appointment and annually thereafter;
a any conicts identied 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;
a where authorisation is granted, it would be recorded in a register
of potential conicts and reviewed periodically; and
a 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 year.
Board meetings
Matters considered at all Board meetings include:
a the Chief Executive’s report on strategic and business developments;
a theChief Financial Ofcer’s report which includes the latest available
management accounts;
a an operations update (covering commercial, technology and
operational matters);
a a report on potential changes to the Group’s portfolio of corporate
assets; and
a where applicable, reports fromthe Nominations and
Governance Committee, Audit and Risk Committee and
Remuneration Committee.
In addition to the standing agenda items, deep-dive topics covered
by the Board during the year included brand performance, strategies
for the Company’s consumer and enterprise businesses, new services,
spectrum auctions, privacy regulations, regional performance and
strategies, health and safety, talent and the control environment.
Board activities in the 2013 nancial year
Board activities are structured to assist the Board in achieving its
goaltosupport and advise executive management on the delivery
of the Group’s strategy within a transparent governance framework.
Thediagram below shows the key areas of focus for the Board which
appear as items on the Board’s agenda at relevant times throughout
the year. Concentrated discussion of these items assists the Board
in making the right decisions based on the long-term opportunities for
the business and its stakeholders.
Key areas of focus for the Board
Business strategy
Commercial,
technological,
geographic and
structural strategy
Diversity and
talent
Succession
planning
Talent capability
and diversity
Business
performance
Chief Executive’s
business report
Commercial
performance
in local markets
Net promoter score
Brand performance
Operations updates
Governance
Board performance
Board committee reports
Corporate governance
updates
Financials
Chief Financial
Ofcer’s report
Long range plan/
forecasts
Management
accounts
Sustainability
Transformational
products
and services
Sustainable
business practices
Vodafone
Foundation
Shareholder
focus
Returns to
shareholders
Shareholder
engagement
Being responsible
Health and Safety
Compliance
Control
environment
Reputation
Business risks
Strategic and
operational risks
57 Vodafone Group Plc
Annual Report 2013
Overview Business review Performance Governance Financials Additional information