Vodafone 2015 Annual Report Download - page 191

Articles of association and
applicable English law
The following description summarises certain provisions
of the Company’s articles of association and applicable English
law. This summary is qualied in its entirety by reference to the
Companies Act 2006 of England and Wales and the Company’s articles
of association. See “Documents on display” on page191 for information
on where copies of the articles of association can be obtained.
The Company is a public limited company under the laws of England
and Wales. The Company is registered in England and Wales under the
name Vodafone Group Public Limited Company with the registration
number 1833679.
All of the Company’s ordinary shares are fully paid. Accordingly,
no further contribution of capital may be required by the Company from
the holders of such shares.
English law species that any alteration to the articles of association
must be approved by a special resolution of the shareholders.
Articles of association
By a special resolution passed at the 2010 annual general meeting the
Company removed its object clause together with all other provisions
of its memorandum of association which, by virtue of the Companies
Act 2006, are treated as forming part of the Company’s articles
of association. Accordingly, the Company’s articles of association
do notspecically restrict the objects of the Company.
Directors
The Company’s articles of association provide for a Board of Directors,
consisting of not fewer than three Directors, who shall manage the
business and affairs of the Company.
The Directors are empowered to exercise all the powers of the Company
subject to any restrictions in the articles of association, the Companies
Act (as dened in the articles of association) and any special resolution.
Under the Company’s articles of association a Director cannot
vote in respect of any proposal in which the Director, or any person
connected with the Director, has a material interest other than by virtue
of the Director’s interest in the Company’s shares or other securities.
However, this restriction on voting does not apply to resolutions (i)giving
the Director or a third party any guarantee, security or indemnity
in respect of obligations or liabilities incurred at the request of or for the
benet ofthe Company; (ii) giving any guarantee, security or indemnity
to the Director or a third party in respect of obligations of the
Company for which the Director has assumed responsibility under
an indemnity orguarantee; (iii) relating to an offer of securities of the
Company in whichthe Director is entitled to participate as a holder
of shares or othersecurities or in the underwriting of such shares
or securities; (iv)concerning any other company in which the Director
(together with any connected person) is a shareholder or an ofcer
or is otherwise interested, provided that the Director (together with
any connected person) is not interested in 1% or more of any class
of the Company’s equity share capital or the voting rights available
to its shareholders; (v)relating to the arrangement of any employee
benet in which the Director will share equally with other employees;
and (vi)relating to any insurance that the Company purchases or renews
for its Directors or any group of people including Directors.
The Directors are empowered to exercise all the powers of the Company
to borrow money, subject to the limitation that the aggregate amount
of all liabilities and obligations of the Group outstanding at any time
shall not exceed an amount equal to 1.5 times the aggregate of the
Group’s share capital and reserves calculated in the manner prescribed
in the articles of association unless sanctioned by an ordinary resolution
of the Company’s shareholders.
The Company can make market purchases of its own shares or agree
todo so in the future provided it is duly authorised by its members
in a general meeting and subject to and in accordance with section
701 of the Companies Act 2006. Such authority was given at the 2014
annual general meeting but no purchases were made during this
nancial year.
At each annual general meeting all Directors who were elected
or last re-elected at or before the annual general meeting held in the
third calendar year before the current year shall automatically retire.
In 2005 the Company reviewed its policy regarding the retirement
and re-election of Directors and, although itisnot intended to amend
the Company’s articles of association in thisregard, the Board has
decided in the interests of good corporate governance that all of the
Directors wishing to continue in ofce should offer themselves for
re-election annually.
Directors are not required under the Company’s articles of association
tohold any shares of the Company as a qualication to act
as a Director, although Executive Directors participating in long-term
incentive plans must comply with the Company’s share ownership
guidelines. Inaccordance with best practice in the UK for corporate
governance, compensation awarded to Executive Directors
is decided by a Remuneration Committee consisting exclusively
of Non-ExecutiveDirectors.
In addition, as required by The Directors’ Remuneration Report
Regulations, the Board has, since 2003, prepared a report
to shareholders on the Directors’ remuneration which complies
with theregulations (see pages 75 to 91). The report is also subject
to ashareholder vote.
Rights attaching to the Company’s shares
At 31 March 2015 the issued share capital of the Company was
comprised of 50,000 7% cumulative xed rate shares of £1.00
each, 26,512,038,085 ordinary shares (excluding treasury shares)
of 2020 ⁄21US cents each and 33,737,176,433 deferred shares
of US$0.00001 each. The 33,737,176,433 deferred shares were
transferred to Vodafone Group Plc and cancelled on 8 May 2015.
Dividend rights
Holders of 7% cumulative xed rate shares are entitled to be paid
inrespect of each nancial year, or other accounting period of the
Company, a xed cumulative preferential dividend of 7% per annum
on the nominal value of the xed rate shares. A xed cumulative
preferential dividend may only be paid out of available distributable
prots which the Directors have resolved should be distributed.
The xed rate shares do not have any other right to share in the
Company’s prots.
Holders of the Company’s ordinary shares may, by ordinary resolution,
declare dividends but may not declare dividends in excess of the
amount recommended by the Directors. The Board of Directors may
also pay interim dividends. No dividend may be paid other than out
of prots available for distribution. Dividends on ordinary shares can
be paid to shareholders in whatever currency the Directors decide,
using anappropriate exchange rate for any currency conversions
whicharerequired.
If a dividend has not been claimed for one year after the date of the
resolution passed at a general meeting declaring that dividend or the
resolution of the Directors providing for payment of that dividend,
the Directors may invest the dividend or use it in some other way for
the benet of the Company until the dividend is claimed. If the dividend
remains unclaimed for 12 years after the relevant resolution either
declaring that dividend or providing for payment of that dividend,
it willbe forfeited and belong to the Company.
Overview Strategy review Performance Governance Financials Additional
information Vodafone Group Plc
Annual Report 2015
189