Vodafone 2013 Annual Report Download - page 65

assessment was undertaken in 2011 as to whether the Group should
consider putting the audit engagement out to tender. This process
included the re-proposal by Deloitte LLP of their audit approach.
While a recommendation to retain Deloitte as auditor was made, it was
decided to review this annually. Having considered the need to tender
the position for the current year, the Committee has provided the Board
with its recommendation to the shareholders on the reappointment
of Deloitte LLP as external auditor for the year ending 31 March 2014.
Accordingly a resolution proposing the reappointment of Deloitte LLP
as our auditor will be put to the shareholders at the 2013 AGM. There
are no contractual obligations restricting the Committee’s choice
of external auditor and we do not indemnify our external auditor.
We continue to consider the audit tendering provisions outlined
in the revised UK Corporate Governance Code, which we are very
supportive of.
In its assessment of the independence of the auditor and in accordance
with the US Public Company Accounting Oversight Board’s standard
on independence, the Committee receives details of any relationships
between the Company and Deloitte LLP that may have a bearing
on their independence and receives conrmation that they are
independent of the Company within the meaning of the securities laws
administered by the US Securities & Exchange Commission (‘SEC’).
During the year Deloitte LLP and member rms of Deloitte Touche
Tohmatsu Limited charged the Group £9 million (2012: £8 million, 2011:
£9 million) for audit and audit related services. The Committee approved
the fees for audit services for 2013 after a review of the level and nature
of work to be performed, including the impact of acquisitions, and after
being satised by Deloitte LLP that the fees were appropriate for the
scope of the work required.
Non-audit services
To further safeguard the objectivity and independence of the external
auditor from becoming compromised, the Committee has a formal
policy governing the engagement of the external auditor to provide
non-audit services. No material changes have been made to this
policy during the year. This precludes Deloitte LLP from providing
certain services such as valuation work or the provision of accounting
services and also sets a presumption that Deloitte should only
be engaged for non-audit services where there is no legal or practical
alternative supplier.
For certain specic permitted services the Committee has pre-approved
that Deloitte LLP can be engaged by management, subject to the
policies set out above, and subject to specied fee limits for individual
engagements and fee limits for each type of specic service. For all
other services, or those permitted services that exceed the specied
fee limits, I as Chairman, or in my absence another member, can pre-
approve permitted services.
In addition to the statutory audit fee, Deloitte LLP and member rms
of Deloitte Touche Tohmatsu Limited charged the Group £1 million
for audit-related assurance services in connection with statutory
and regulatory lings and a further £0.4 million for taxation advisory
services and other non-audit services, primarily debt issuance related.
Further details of the fees paid, for both audit and non-audit services,
can be found in note 3 to the consolidated nancial statements.
Committee evaluation
The Committee’s activities formed part of the external review of Board
effectiveness performed in the year. Details of this process can be found
under “Performance evaluation” on page 58.
Nick Land
On behalf of the Audit and Risk Committee
21 May 2013
Remuneration Committee
“ Our remuneration policies and executive pay
packages are designed to be competitive
and drive behaviour in order to achieve
long-term strategic goals. When making
decisions we are mindful of the wider
economic conditions and shareholder
feedback.”
Membership:
Chairman
Luc Vandevelde
(Independent non-executive director)
Philip Yea
(Independent non-executive director)
Samuel Jonah
(Independent
non-executive director)
Renee James
(Independent
non-executive director)
Key objective:
to assess and make recommendations to the Board on thepolicies
for executive remuneration and packages for the individual
executive directors.
Responsibilities:
a determining, on behalf of the Board, the policy on the remuneration
of the Chairman, the executive directors and the senior
management team;
a determining the total remuneration packages for these individuals
including any compensation on termination ofofce;
a operating within recognised principles of good governance; and
a preparing an annual report on directors’ remuneration.
Committee meetings
The Chairman and Chief Executive may attend the Committee’s
meetings by invitation but theydo not attend when their individual
remuneration is discussed. Nodirector is involved in deciding his or her
own remuneration. The Committee met ve times during the year.
Main activities of the Committee during the year
A detailed report to shareholders from the Committee on behalf
oftheBoard in which, amongst other things, I have included
a description of theCommittee’s activities during the year, is contained
in“Directors’ remuneration” on pages 67 to 82.
Luc Vandevelde
On behalf of the Remuneration Committee
21 May 2013
63 Vodafone Group Plc
Annual Report 2013
Overview Business review Performance Governance Financials Additional information