Vodafone 2015 Annual Report Download - page 186

7. Share-based payments
Accounting policies
The Group operates a number of equity-settled share-based compensation plans for the employees of subsidiaries using the Company’s equity
instruments. The fair value of the compensation given in respect of these share-based compensation plans is recognised as a capital contribution
to the Company’s subsidiaries over the vesting period. The capital contribution is reduced by any payments received from subsidiaries in respect
of these share-based payments.
The Company currently uses a number of equity settled share plans to grant options and shares to the Directors and employees of its subsidiaries.
At 31 March 2015, the Company had 25 million ordinary share options outstanding (2014: 27 million) and no ADS options outstanding (2014:nil).
The Company has made capital contributions to its subsidiaries in relation to share-based payments. At 31 March 2015, the cumulative capital
contribution net of payments received from subsidiaries was £93 million (2014: £131 million). During the year ended 31 March 2015, the total capital
contribution arising from share-based payments was £88 million (2014: £103 million), with payments of £126 million (2014: £177 million) received
from subsidiaries.
Full details of share-based payments, share option schemes and share plans are disclosed in note 27 “Share-based payments” to the consolidated
nancial statements.
8. Reserves and reconciliation of movements in equity shareholders’ funds
Share Own Prot Total equity
Share premium Capital Other shares and loss shareholders’
capital account1reserve1reserves1held2account3 funds
£m £m £m £m £m £m £m
1 April 2014 3,792 16,109 88 758 (7, 289) 33,900 47, 358
Allotment of shares – 2– – 142 – 144
Loss for the nancial year – – – – – (934) (934)
Dividends – – – – – (2,930) (2,930)
Capital contribution given relating to share-based payments – – – 88 – – 88
Contribution received relating to share-based payments – – – (126) – – (126)
Other movements – – – – – (4) (4)
31 March 2015 3,792 16,111 88 720 (7,147) 30,032 43,596
Notes:
1 These reserves are not distributable.
2 Own shares relate to treasury shares which are purchased out of distributable prots and therefore reduce reserves available for distribution.
3 The Company has determined what is realised and unrealised in accordance with the guidance provided by ICAEW TECH 2/10 and the requirements of UK law. In accordance with UK Companies
Act 2006 s831(2), a public company may make a distribution only if, after giving effect to such distribution, the amount of its net assets is not less than the aggregate of its called up share capital
and non-distributable reserves as shown in the relevant accounts.
The loss for the nancial year dealt with in the accounts of the Company is £934 million (2014: £10,970 million prot).
The Board is responsible for the Group’s capital management including the approval of dividends. This includes an assessment of both the level
of reserves legally available for distribution and consideration as to whether the Company would be solvent and retain sufcient liquidity following
any proposed distribution.
As Vodafone Group Plc is a Group holding company with no direct operations, its ability to make shareholder distributions is dependent on its ability
to receive funds for such purposes from its subsidiaries in a manner which creates prots available for distribution for the Company. The major
factors that impact the ability of the Company to access prots held in subsidiary companies at an appropriate level to full its needs for distributable
reserves on an ongoing basis include:
a the absolute size of the prot pools either currently available for distribution or capable of realisation into distributable reserves in the
relevant entities;
a the location of these entities in the Group’s corporate structure;
a prot and cash ow generation in those entities; and
a the risk of adverse changes in business valuations giving rise to investment impairment charges, reducing prots available for distribution.
The Group’s consolidated reserves set out on page 107 do not reect the prots available for distribution in the Group.
The auditor’s remuneration for the current year in respect of audit and audit-related services was £2.0 million (2014: £0.9 million) and for non-audit
services was £2.0 million (2014: £3.5 million).
The Directors are remunerated by the Company for their services to the Group as a whole. No remuneration was paid to them specically in respect
of their services to Vodafone Group Plc for either year. Full details of the Directors’ remuneration are disclosed in “Directors’ remuneration” on pages
75 to 91.
There were no employees other than directors of the Company throughout the current or the preceding year.
Vodafone Group Plc
Annual Report 2015
184
Notes to the Company nancial statements (continued)