Vodafone 2014 Annual Report Download - page 58

Board activities in the 2014 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
Customer
propositions,
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
Business
development
Brand status
andevolution
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
Reputation
Business risks
Strategic and
operational risks
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, topics covered by the Board
during the year included the disposal of the Company’s interest
in Verizon Wireless, the acquisition of the remaining interest in Vodafone
Italy, the acquisition of Kabel Deutschland and the audit tender.
Board effectiveness
Board effectiveness is reviewed every year. After last year’s external
performance evaluation the Board agreed:
a to develop further its approach to strategic planning and involve the
directors earlier in the process of strategy development;
a to provide more opportunities for the directors to meet with
executives to assist in succession planning; and
a to ensure the induction of new directors enables them rapidly
to contribute fully to the Board.
Since then, the Chairman has introduced a number of improvements
including: informing the Board regularly about possible Board
appointments, trying to speed up the director appointment process,
organising for senior executives to brief directors on various aspects
of our business and increasing the number of opportunities available
for senior executives to meet with the Board, e.g. through informal
meetings or mentoring, and improving the induction programme for
new directors.
Performance evaluation
Board effectiveness is reviewed by an external performance evaluation
every three years. As an external evaluation was conducted last year,
this year the Board performed an internal performance evaluation.
Vodafone Group Plc
Annual Report 201456
Corporate governance (continued)