Vodafone 2015 Annual Report Download - page 52

How we work is as
important as what we do
Good corporate governance provides the foundation for long-term value
creation and is therefore a core focus for your Board.
Dear shareholder
The Board’s primary role is to exercise
objective and informed judgement
in determining the strategy of the Group,
having the best team in place to execute
and closely monitor business performance
and maintain a framework of prudent and
effective controls to mitigate risk. Two critical
factors determine the extent to which the
Board is equipped to full those duties and
obligations successfully:
a a diverse and deep range of skills and
experiences around the boardroom
table which, taken together, are both
complementary and highly relevant
in the context of Vodafone’s strategic
opportunities and challenges; and
a processes to ensure that all of the
Directors develop a good understanding
of the Group’s operations and external
environment and are therefore well-placed
to take informed decisions.
During the period under review, there were
a number of changes to the Board. In January
2015, we announced that our Group
Technology Ofcer, Stephen Pusey, intended
to retire with effect from the annual general
meeting on 28 July 2015. Stephen has played
a pivotal role in developing the networks and
services that will drive Vodafone’s growth for
years to come and leaves with our thanks
and best wishes. Sir Crispin Davis joined the
Board as a Non-Executive Director in July 2014
followed by Dame Clara Furse in September.
In December, it was announced that Omid
Kordestani intended to stand down from the
Board with effect from the end of 2014. In April
2015, we welcomed Dr Mathias Döpfner to the
Board. We also announced the appointment
of Philip Yea as the Senior Independent
Director with effect from the date of the annual
general meeting, replacing Luc Vandevelde
who will stand down from the Board on that
date. On behalf of the Board, I would like
to thank Luc for his many years of service
to Vodafone and also express our gratitude
to Omid for his contribution.
Your Board believes that diversity, in the
boardroom and throughout the executive,
is a key component of business success.
I am pleased to report that with effect from
the date of our annual general meeting this
year we will have achieved our aspiration that
women should hold 25% of Board roles.
Vodafone has a rigorous approach to the
assessment and management of risk which
is coupled with clear policies and standards
that dene the actions and behaviours
expected from everyone who works with us.
A commitment to operating with integrity
is central to the Group’s culture; an overview
of our Code of Conduct on page 92 provides
an insight into how that commitment
is embedded within our decision-
making processes.
We will continue to develop the Directors’
understanding of market dynamics
in a complex and ever-changing sector.
That intention is supported by the ndings
of an internal evaluation during the year,
set out on page 58. In this year’s report and
in light of the number of Board changes
outlined above, on page 59 we also provide
an overview of the approach taken to provide
Directors with a comprehensive induction and
training programme.
Vodafone is undergoing a signicant strategic
transformation as the data revolution gathers
pace worldwide. Your Board will continue
to ensure the Group has the leadership and
insights necessary to achieve its ambitions.
Gerard Kleisterlee
Chairman
19 May 2015
Chairman’s introduction
The committee reports, beginning with
the Audit and Risk Committee report,
can be found on pages 63 to 71.
Further detailed information on how
the Group complied with the 2012
UK Corporate Governance Code during the
year is set out on pages 72 and 73.
We comply with the corporate governance
statement requirements pursuant to the
FCA’s Disclosure and Transparency Rules
by virtue of the information included in this
“Governance” section of the Annual Report
together with information contained
in the “Shareholder information” section
on pages 186 to 193 .
Vodafone Group Plc
Annual Report 2015
50