Vodafone 2014 Annual Report Download - page 65

Assessment of internal control
We reviewed the process by which the Group evaluated its control
environment. Our work here was driven primarily by the Group Audit
Director’s reports on the effectiveness of internal controls, signicant
identied frauds and any identied fraud that involved management
or employees with a signicant role in internal controls. I meet privately
with the Group’s Audit and Compliance Directors outside the formal
committee process as necessary.
Oversight of the Group’s compliance activities in relation to section
404of the Sarbanes-Oxley Act also falls within the Committee’s remit.
Internal audit
Monitoring and review of the scope, extent and effectiveness of the
activity of the Group Internal Audit department is an agenda item
at each Committee meeting. Reports from the Group Audit Director
usually include updates on audit activities, progress of the Group audit
plan, the results of any unsatisfactory audits and the action plans
to address these areas, and resource requirements of the Internal
Audit department. I play a major role in setting the Group Audit
Director’s annual objectives.
Fraud and ‘whistle-blowing’
We review the channels in place to enable employees to raise
concerns about possible irregularities in nancial reporting or other
issues such as breaches of the Code of Conduct and for those matters
to be investigated. Further, we receive summaries of investigations
into known or suspected fraudulent activities by both third parties
and employees.
Audit tender process
In November 2013, having considered the changes to the UK Corporate Governance Code and the notes on best practice issued by the Financial
Reporting Council, the Audit and Risk Committee decided to put the audit for the 2015 nancial year out to tender. The tender process and the
Committee’s involvement in the process are outlined below.
Audit and Risk Committee
involvement:
Monitoring the auditor transition plan
Outreach to shareholders post the decision Board decision

Recommendation to the Board by the Committee

Recommendation to the Board
Evaluation of the rms
Attendance at the oral presentation
Orals
Audit approach presentation and a question
and answer session
Review of the written proposals Written
proposal
Written proposal outlining the audit team,
geographic footprint alignment, audit
approach, transition approach/challenges,
independence considerations and fee proposal
Chairman attended the ‘Working with
Vodafone’ meetings
‘Working with Vodafone’
meeting
Meeting with the Chairman of the Committee,
the Chief Financial Ofcer, Chief Financial
Ofcer Designate and selected Vodafone senior
management to discuss how the rms would
structure their audit at an operational level and
work with our management team
Expectation setting with the tender participants Information gathering meetings
with Vodafone senior management
14 meetings with senior management
to gatherinformation and insight into the
waythe Group operates
Outreach to shareholders post
the announcement
Approval of the tender participants, process,
timetable and assessment criteria
Data room access
Contained documentation to allow the rms
to gain a better understanding of how the
Group is structured and operates
63Overview Strategy review Performance Governance Financials Additional information