Vodafone 2015 Annual Report Download - page 74

Compliance with the 2012 UK Corporate Governance Code
Throughout the year ended
31March 2015 and to the date of
this document, we complied with
the provisions and applied the main
principles of the 2012 version of the
UK Corporate Governance Code
(the‘Code’). The Code can be found
on the FRC website (frc.org.uk).
We note that the 2014 version of
the UK Corporate Governance
Code will apply to us for the rst
time in the 2016 nancial year and
we intend to be in compliance.
We describe how we have applied
the main principles of the 2012
Code in this table, cross referring to
other parts of this Annual Report
for further information on internal
control and risk management and
Directors’ remuneration.
This table is intended to assist with
the evaluation of our compliance
during the year and should be read
in conjunction with the Governance
section as a whole.
Headings in the table correspond to
the headings in the Code.
B.
Effectiveness
B.1 – The composition of the Board
Our Board consists of 13 Directors, ten of whom
served throughout the year. There are nine Non-
Executive Directors, in addition to the Chairman
and three Executive Directors on the Board.
Changes made to the composition of the Board
and Committees during the year are set out in the
Nominations and Governance Committee Report.
The balance and independence of our Board is kept
under review by our Nominations and Governance
Committee. Luc Vandevelde will be stepping down
from the Board at the annual general meeting in July
2015, having served 11 years as a Non-Executive
Director. Philip Yea will have served on the Board
for nine years and, in accordance with the Code,
the Board has determined that Philip continues
to demonstrate qualities of independence and
judgement in carrying out his role, supporting
the Executive Directors and senior management
in an objective manner. His length of service and
resulting experience is of great benet to the Board.
Nick Land and Samuel Jonah have served on the
Board for eight and six years respectively. The Board
considers that all of the Non-Executive Directors
bring strong independent oversight and continue
to demonstrate independence.
B.2 – Appointments to the Board
Nick Read was appointed as Chief Financial Ofcer
in April 2014 and Sir Crispin Davis and Dame Clara
Furse were appointed as Non-Executive Directors
in July and September 2014 respectively. Dr Mathias
Döpfner was appointed as a Non-Executive Director
with effect from 1 April 2015. Further details on the
process leading to their appointments are set
out in the Nominations and Governance Report
on pages 69 and 70.
B.3 – Commitment
During the year, the Board considered the external
commitments of its Chairman, Senior Independent
Director and other Non-Executive Directors
and is satised that these do not conict with
their duties and time commitments as Directors
of the Company. Details of our Directors’ other
commitments are set out in their biographies
on pages 52 and 53. Omid Kordestani stood
down as a Non-Executive Director when he took
on an executive role at Google. Changes to the
commitments of all Directors are reported to the
Board. Directors complete an annual conicts
questionnaire. Any conicts identied would
be submitted to the Board for consideration and,
as appropriate, authorisation in accordance with
our articles of association and the Companies Act
2006. Where authorisation is granted, it would
be recorded in a register of potential conicts and
reviewed periodically. Directors are responsible
for notifying the Company Secretary if they
become aware of actual or potential conicts
or a change in circumstances relating to an existing
authorisation. The Executive Directors’ service
contracts and Non-Executive appointment letters
are available for inspection at our registered ofce
and will be available for inspection at our annual
general meeting.
B.4 – Development
Details of Board induction and training and
development is set out on page 59.
B.5 – Information and support
The Board recognises that there may be occasions
when one or more of the Directors feels
it is necessary to take independent legal and/
or nancial advice at the Company’s expense.
There is an agreed procedure to enable them
to do so which is managed by the Company
Secretary. No such independent advice was sought
in the 2015 nancial year. The Company Secretary
also assists the Chairman by organising induction
and training programmes, is responsible for ensuring
that the correct Board procedures are followed,
assists the Chairman in ensuring that all Directors
have full and timely access to all relevant information
and advises the Board on corporate governance
matters. The removal of the Company Secretary
is a matter for the Board as a whole.
B.6 – Evaluation
Information on Board evaluation is set out
on page 58.
B.7 – Election/Re-election
All Directors have submitted themselves for re-
election at the annual general meeting to be held
on 28 July 2015 with the exception of Stephen
Pusey and Luc Vandevelde who will step down
from the Board at the annual general meeting.
The Nominations and Governance Committee
conrmed to the Board that the contributions made
by the Directors offering themselves for re-election
at the annual general meeting in July 2015 continue
to be effective and that the Company should support
their re-election. The biographies for our Directors
can be found on pages 52 and 53.
A.
Leadership
A.1 – The role of the Board
The Board’s responsibilities are set out in the
governance framework outlined on page 51.
The Board held seven scheduled meetings during
the year and holds additional meetings, as required.
All Directors are expected, wherever possible,
to attend all Board and relevant Committee
meetings, and the annual general meeting.
Details of Board meetings attendance for the year
are set out on page 53.
A.2 – Division of responsibilities
The roles of the Chairman and Chief Executive are
separate and the key responsibilities of each are set
out on page 51.
A.3 – The Chairman
The role of the Chairman is set out on page 51.
Board meetings are arranged to ensure sufcient
time is available for the discussion of all items.
In accordance with the Code, the Chairman was
independent on appointment.
Vodafone Group Plc
Annual Report 2015
72