Vodafone 2014 Annual Report Download - page 62

Audit and Risk Committee
“ Our work continued to focus on the appropriateness
of the Group’s nancial reporting, the rigour of the external
and internal audit processes, the Group’s
management of risk and its system of
internal controls. We also conducted a
tender for the Group’s statutory audit which
resulted in the proposal to shareholders
to conrm the appointment of
PricewaterhouseCoopers LLP
as Group auditors for the 2015
nancial year.”
Membership:
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 oversight over 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 those identied as critical and
requiring further disclosure;
a advising the Board on whether the annual report, 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 and
section 302 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.
The Committee and its work
The membership of the Committee has been selected with the aim
of providing the wide range of nancial and commercial expertise
necessary to meet its responsibilities. Given my recent and relevant
nancial experience, the Board has designated me as its nancial expert
on the Committee for the purposes of the US Sarbanes-Oxley Act and
the UK Corporate Governance Code. There were no changes to the
membership of the Committee during the year, all of whom are non-
executive directors of the Company.
The Committee meets at least four times during the year as part of its
standard processes, supplemented by additional meetings as necessary.
The external auditor, Deloitte LLP, is also invited to each meeting
together with the Chief Executive, the Chief Financial Ofcer, the Group
Financial Controller, the Group Financial Reporting Director and the
Group Audit Director. The work of the Committee is structured around
its responsibilities set out above and its detailed terms of reference
which are available at vodafone.com/governance. In addition to these
activities the Committee conducts a rolling programme of “in-depth
review” sessions where the Group’s senior management provide
briengs on key issues and developments particularly in relation
to aspects of risk management. A summary of the reviews undertaken
during the year are set out within “Risk management” below.
The Committee also regularly meets separately with Deloitte LLP,
the Chief Financial Ofcer and the Group Audit Director without others
being present.
Meetings of the Committee generally take place just prior to a Board
meeting to maximise the efciency of interaction with the Board and
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 its work.
Following the external review of the Committee’s effectiveness
in the previous year, I, together with the Committee’s secretary,
conducted an internal review of effectiveness involving the members
of the Committee, Company management and the external auditor.
This conrmed the Committee remained effective at meeting
its objectives.
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)
Vodafone Group Plc
Annual Report 201460
Corporate governance (continued)