Vodafone 2015 Annual Report Download - page 75

C.
Accountability
C.1 – Financial and business reporting
The Directors’ statement of responsibility
regarding the nancial statements, including the
going concern assessment, is set out on pages 94
and 95. A further statement is provided on page
94 conrming that the Board considers that the
Annual Report and accounts, taken as a whole,
is fair, balanced and understandable and provides
the information necessary for shareholders
to assess the Company’s performance, business
model and strategy. The responsibility of our
auditor is set out in the Audit Report on pages 97
to 104.
C.2 – Risk management and internal control
An overview of the Group’s framework for
identifying and managing risk is set out on pages
32 to 37. The Board has overall responsibility for
the system of internal control. A sound system
of internal control is designed to manage rather
than eliminate the risk of failure to achieve business
objectives and can only provide reasonable and not
absolute assurance against material mistreatment
or loss. The Board has established procedures that
implement in full the Turnbull Guidance “Internal
Control: Revised Guidance for Directors on the
Combined Code” for the year under review and
to the date of this Annual Report. These procedures,
which are subject to regular review provide
an ongoing process for identifying, evaluating
and managing the signicant risks we face.
Further information on the Board’s responsibility
for system of internal control and risk management
can be found in the Director’s statement
of responsibility on page 95 and further information
on the oversight of the Group’s system of internal
control and the monitoring of the Group’s risk
management system and its effectiveness can
be found in the Audit and Risk Committee report
on pages 63 to 68.
C.3 – Audit Committee and auditor
The Board has delegated a number
of responsibilities to the Audit and Risk Committee
including governance over the appropriateness
of the performance of both the internal audit
function and external auditor and oversight
of the Group’s systems of internal controls.
Further details of the composition of the Audit and
Risk Committee and its activities are set out in the
Audit and Risk Committee Report on pages 63
to 68 and the terms of reference for the Audit and
Risk Committee can be found at vodafone.com/
governance.
D.
Remuneration
D.1 – The level and components
of remuneration
The Remuneration Committee assesses and
makes recommendations to the Board on the
policies for the executive remuneration and
packages for the individual Directors. For more
information, see the Remuneration Committee
Report on page 70 and Directors’ Remuneration
on pages 75 to 91.
D.2 – Procedure
The Board has delegated a number
of responsibilities to the Remuneration
Committee, including determining the policy
on remuneration of the Chairman, executives
and senior management team. Full details are set
out in the terms of reference for the Committee
published at vodafone.com/governance.
E.
Relations with shareholders
E.1 – Dialogue with shareholders
The Chairman has overall responsibility for
ensuring that there is effective communication
with investors and that the Board understands
the views of major shareholders on matters
such as governance and strategy. The Chairman
makes himself available to meet shareholders for
this purpose. The Senior Independent Director
and other members of the Board are also
available to meet major investors on request.
Further information on how we engage with our
shareholders can be found on page 62.
E.2 – Constructive use of the annual
general meeting
Our annual general meeting will be held on 28 July
2015 and is an opportunity for shareholders
to vote on certain aspects of Group business
and present questions to the Board. A summary
presentation of the full year results is given before
the Chairman deals with the formal business
of the meeting. All shareholders can question any
member of the Board both during the meeting
and informally afterwards. The Board encourages
participation of investors at the annual general
meeting. The annual general meeting is also
broadcast live and on demand on our website
at vodafone.com/agm. Voting on all resolutions
at the annual general meeting is on a poll.
The proxy votes cast, including details of the votes
withheld are disclosed to those in attendance
at the meeting and the results are published
on our website and announced via the Regulatory
News Service. A copy of our notice of meeting can
be found at vodafone.com/agm.
A.4 – Non-Executive Directors
Luc Vandevelde was Senior Independent Director
during the year. The responsibilities of the
Senior Independent Director include acting
as a sounding board for the Chairman, serving
as an intermediary for the other Directors, being
available to shareholders if they have concerns
which they have not been able to resolve through
the normal channels, conducting an annual review
of the performance of the Chairman, and in the
event it should be necessary, convening a meeting
of the Non-Executive Directors.
In particular, Non-Executive Directors are
responsible for bringing a wide range of skills and
experience, including independent judgement
on issues of strategy, performance and risk
management, constructively challenging the
strategy proposed by the Executive Directors,
scrutinising and challenging performance
across the Group’s business, assessing the risk
and integrity of the nancial information and
controls and determining the Company’s policy
for executive remuneration and the remuneration
packages for the Executive Directors and the
Chairman. The Chairman met with the Non-
Executive Directors without the Executive
Directors being present at every Board meeting
during the year and individually with each
Non-Executive Director as part of the Board
effectiveness review process.
Overview Strategy review Performance Governance Financials Additional information Vodafone Group Plc
Annual Report 2015
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