Vodafone 2014 Annual Report Download - page 56

How does the Board operate?
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
2014 when it was decided to add a requirement for Board approval
for advisors’ fees in excess of £10 million on corporate acquisitions
and disposals.
Other specic responsibilities are delegated to Board committees,
details of which are given on pages 58 to 65.
Chairman
Gerard Kleisterlee
Key objectives:
a leadership, operation and governance of the Board
a setting the agenda for the Board
Nominations and Governance
Committee
Three independent
non-executive directors plus
Gerard Kleisterlee (Chairman)
Key objectives:
a to ensure the Board comprises
individuals with the necessary skills,
knowledge and experience
a to have oversight of all matters
relating to corporate governance
More detail:
Pages 58 and 59
More detail:
Page 55
The Board of Vodafone Group Plc
14 directors: three executive directors, the Chairman and ten independent non-executive directors (including the Senior
Independent Director).
Key objectives:
aresponsible for the overall conduct of the Group’s business
asetting the Group’s strategy More detail:
See below
Audit and
Risk Committee
Four independent
non-executive directors.
Chairman: Nick Land
Key objectives:
a to provide effective governance
over the Group’s nancial results
a to review the activity and
performance of the internal audit
function and external auditors
a management of the Group’s system
of internal control, business risks
and related compliance activities
More detail:
Pages 60 to 64
Remuneration
Committee
Four independent
non-executive directors.
Chairman: Luc Vandevelde
Key objective:
a to assess and make
recommendations
to the Board on the policy
on executive remuneration
More detail:
Page 65
Chief Executive
Vittorio Colao
Key objectives:
a management of the business
a implementation of strategy
and policy
More detail:
Page 55
Executive Committee
11 members made up of the executive directors, Group function heads and
the regional chief executives.
Chairman: Vittorio Colao
Key objective:
a to focus on strategy, nancial structure and planning, nancial and competitive
performance, succession planning, organisational development and
Group-wide policies
More detail:
Page 65
What is our governance framework?
Responsibility for good governance lies with your Board. There is a strong and effective governance system in place throughout the Group.
Vodafone Group Plc
Annual Report 201454
Corporate governance