Vodafone 2013 Annual Report Download - page 63

Audit and Risk Committee
“ Our activities continued to be focused on the integrity
of the Group’s nancial reporting, the quality of the
external and internal audit processes, risk
management, the appropriateness of the
Group’s system of internal controls and
governance of a range of compliance
related matters. The Committee will
continue to keep its activities under
reviewin the light of regulatory and
market developments.”
Membership:
Chairman and nancial expert
Nick Land
(Independent non-executive director)
Anne Lauvergeon
(Independent non-executive director)
Anthony Watson
(Independent
non-executive director)
Alan Jebson
(Independent
non-executive director)
Key objective:
the provision of effective governance over the appropriateness
of the Group’s nancial reporting including the adequacy of related
disclosures, the performance of both the internal audit function and
the external auditor, and the management of the Group’s systems
of internal control, business risks and related compliance activities.
Responsibilities:
a reviewing our nancial results announcements and nancial
statements and monitoring compliance with relevant statutory and
listing requirements;
a reporting to the Board on the appropriateness of our accounting
policies and practices including critical accounting policies
and practices;
a advising the Board on whether the Committee believes the
annual report and accounts, taken as a whole, is fair, balanced
and understandable and provides the information necessary for
shareholders to assess the Company’s performance, business
model and strategy;
a overseeing the relationship with the external auditor;
a reviewing the scope, resources, results and effectiveness of the
activity of the Group internal audit department;
a monitoring our compliance efforts in respect of section 404 of the
US Sarbanes-Oxley Act;
a considering and making recommendations to the Board on the
nature and extent of the signicant risks the Group is willing to take
in achieving its strategic objectives;
a overseeing the Group’s compliance processes; and
a performing in-depth reviews of specic areas of nancial reporting,
risk and internal controls, as determined by the Committee.
The Committee members have been selected with the aim of providing
the wide range of nancial and commercial expertise necessary
to full the Committee’s duties. The Board considers that I have recent
and relevant nancial experience, as required by the Code, and has
designated me as its nancial expert on the Committee for the purposes
of the US Sarbanes-Oxley Act.
Committee meetings
The Committee meets at least four times during the year. Meetings are
attended by the independent non-executive directors and, by invitation,
the Chief Executive, the Chief Financial Ofcer, the Group Financial
Controller, the Group Financial Reporting Director and the Group Audit
Director. Other relevant people from the business are also invited
to attend certain meetings in order to provide a deeper level of insight
into certain key issues and developments. I also invite our external
auditor, Deloitte LLP, to each meeting. The Committee regularly meets
separately with each of Deloitte LLP, the Chief Financial Ofcer and the
Group Audit Director without others being present.
Main activities of the Committee during the year
The Committee assists the Board in carrying out its responsibilities
in relation to nancial reporting requirements, risk management and
the assessment of internal controls. It also reviews the effectiveness
of the Company’s internal audit function and manages the
Company’s relationship with the external auditor.
As part of this process of working with the Board and to maximise
effectiveness, meetings of the Committee generally take place just prior
to a Company Board meeting. I report to the Board as part of a separate
agenda item, on the activity of the Committee and matters of particular
relevance to the Board in the conduct of their work.
Following the publication of the revised version of the UK Corporate
Governance Code, which applies to nancial years commencing
on or after 1 October 2012, the Board requested that the Committee
advise them on whether we believe the annual report and
accounts, taken as a whole, is fair, balanced and understandable and
provides the information necessary for shareholders to assess the
Company’s performance, business model and strategy.
The Committee’s terms of reference have been amended to reect this
and can be found on our website at vodafone.com/governance.
At its four meetings during the year, the Committee focused on:
Financial reporting
The primary role of the Committee in relation to nancial reporting
is to review with both management and the external auditor of the
appropriateness of the half-year and annual nancial statements
concentrating on, amongst other matters:
a the quality and acceptability of accounting policies and practices;
a the clarity of the disclosures and compliance with nancial
reporting standards and relevant nancial and governance
reporting requirements;
a material areas in which signicant judgements have been applied
or there has been discussion with the external auditor;
a whether the annual report and accounts, taken as a whole, is fair,
balanced and understandable and provides the information
necessary for shareholders to assess the Company’s performance,
business model and strategy; and
a any correspondence from regulators in relation to our
nancial reporting.
To aid our review, the Committee considers reports from the Group
Financial Controller and the Group Financial Reporting Director and also
reports from the external auditor on the outcomes of their half-year
review and annual audit. As a Committee we support Deloitte LLP
in displaying the necessary professional scepticism their role requires.
61 Vodafone Group Plc
Annual Report 2013
Overview Business review Performance Governance Financials Additional information