Vodafone 2014 Annual Report Download - page 88

Directors’ report
The Directors of your Company present their report together with the
consolidated nancial statements for the year ended 31 March 2014.
This report has been prepared in accordance with requirements
outlined within The Large and Medium-sized Companies and Groups
(Accounts and Reports) Regulations 2008 and forms part of the
management report as required under DTR4. Certain information
that fulls the requirements of the directors’ report can be found
elsewhere in this document and is referred to below. This information
is incorporated into this directors’ report by reference.
Responsibility statement
As required under the Disclosure and Transparency Rules a statement
made by the Board regarding the preparation of the nancial
statements is set out on page 88. This statement also provides details
regarding the disclosure of information to the Company’s auditors and
management’s report on internal control over nancial information.
Going concern
The going concern statement required by the Listing Rules and the
Code is set out in the “Directors’ statement of responsibility” on page89.
Strategic report
The strategic report is set out in pages 1 to 47 and is incorporated into
this directors’ report by reference.
Directors and their interests
A full list of the individuals who were directors of the Company during
the nancial year ended 31 March 2014 is set out below.
Gerard Kleisterlee, Vittorio Colao, Andy Halford, Stephen Pusey,
ValerieGooding, Renee James, Alan Jebson, Samuel Jonah, Omid
Kordestani, Nick Land, Anne Lauvergeon, Luc Vandevelde, Anthony
Watson and Philip Yea.
Details of each director’s interests in the Company’s ordinary shares,
options held over ordinary shares, interests in share options and long
term incentive plans are set out in full on pages 69 to 85.
Directors’ conicts of interest
Established within the Company is a procedure for managing and
monitoring conicts of interest for directors. Full details of this procedure
is set out on page 56.
Directors’ indemnities
Details of qualifying third party indemnity provisions for the benet
of the Company’s directors can be found on page 57.
Corporate governance statement
Under Disclosure and Transparency Rule 7, a requirement exists for
certain parts of the corporate governance statement to be outlined
in the directors’ report. This information is laid out in the corporate
governance statement, on pages 48 to 85.
Capital structure and rights attaching to shares
All information relating to the Company’s capital structure, rights
attaching to shares, dividends, the policy to repurchase the
Company’s own shares and other shareholder information is contained
on pages 182 to 189 and incorporated into this directors’ report
by reference.
Dividends
Full details of the Company’s dividend policy and proposed nal
dividend payment for the year ended 31 March 2014, are set out
on page 124.
Sustainability
Information about the Company’s approach to sustainability risks and
opportunities is set out on pages 34 and 35. Also included on these
pages are details of our greenhouse gas emissions.
Political donations
No political donations under the Companies Act 2006 have been made
during the nancial year. The Group policy is that no political donations
be made or political expenditure incurred.
Financial risk management objectives and policies
Disclosures relating to nancial risk management objectives and
policies, including our policy for hedging are set out in note 23 to the
consolidated nancial statements.
Exposure to price, credit, liquidity and cash ow risks
Our disclosures relating to exposure to price risk, credit risk, liquidity
risk and cash ow risk are outlined in note 23 to the consolidated
nancial statements.
Important events since the end of the nancial year
Details of those important events affecting the Group which have
occurred since the end of the nancial year are set out in the strategic
report and note 34 to the consolidated nancial statements.
Future developments within the Group
The strategic report contains details of likely future developments
within the Group.
Research and development
Details of the Group’s activities relating to research and development are
contained in note 3 to the consolidated nancial statements.
Branches
As the Group is a global business there are activities operated through
many jurisdictions.
Employee disclosures
Our disclosures relating to the employment of disabled persons,
the number of women in senior management roles, employee
engagement and policies are included in “Our people” on pages 36
and 37.
By Order of the Board
Rosemary Martin
Company Secretary
20 May 2014
Vodafone Group Plc
Annual Report 201486
Directors’ report