Vodafone 2015 Annual Report Download - page 76

As Vodafone’s American depositary shares are listed on NASDAQ Stock Market LLC (‘NASDAQ’), we are required to disclose a summary of any
material differences between the corporate governance practices we follow and those of US companies listed on NASDAQ. Vodafone’s corporate
governance practices are primarily based on UK requirements but substantially conform to those required of US companies listed on NASDAQ.
The material differences are set out in the following table:
Board member independence Different tests of independence for Board members are applied under the Code and the
NASDAQ listing rules. The Board is not required to take into consideration NASDAQ’s detailed
denitions of independence as set out in the NASDAQ listing rules. The Board has carried out
an assessment based on the independence requirements of the Code and has determined
that, in its judgement, each of Vodafone’s Non-Executive Directors is independent within the
meaning of those requirements.
Committees The NASDAQ listing rules require US companies to have a nominations committee, an audit
committee and a compensation committee, each composed entirely of independent directors,
with the nominations committee and the audit committee each required to have a written
charter which addresses the committee’s purpose and responsibilities, and the compensation
committee having sole authority and adequate funding to engage compensation consultants,
independent legal counsel and other compensation advisors.
a Our Nominations and Governance Committee is chaired by the Chairman of the Board and
its other members are independent Non-Executive Directors
a Our Remuneration Committee is composed entirely of independent Non-Executive Directors
a Our Audit and Risk Committee is composed entirely of Non-Executive Directors, each
of whom (i)the Board has determined to be independent based on the independence
requirements of the Code and (ii)meets the independence requirements of the
Exchange Act
a We have terms of reference for our Nominations and Governance Committee, Audit and Risk
Committee and Remuneration Committee, each of which complies with the requirements
of the Code and is available for inspection on our website at vodafone.com/governance
a These terms of reference are generally responsive to the relevant NASDAQ listing rules but
may not address all aspects of these rules
Code of Ethics and Code of Conduct Under the NASDAQ listing rules, US companies must adopt a Code of Conduct applicable to all
directors, ofcers and employees that complies with the denition of a “code of ethics” set out
in section 406 of the Sarbanes-Oxley Act.
a We have adopted a Code of Ethics that complies with section 406 of the Sarbanes-Oxley Act
which is applicable only to the senior nancial and principal executive ofcers, and which
is available on our website at vodafone.com/governance
a We have also adopted a separate Code of Conduct which applies to all employees
Quorum The quorum required for shareholder meetings, in accordance with our articles of association,
is two shareholders, regardless of the level of their aggregate share ownership, while
US companies listed on NASDAQ are required by the NASDAQ listing rules to have a minimum
quorum of 33.33% of the shareholders of ordinary shares for shareholder meetings.
Related party transactions In lieu of obtaining an independent review of related party transactions for conicts of interests
in accordance with the NASDAQ listing rules, we seek shareholder approval for related party
transactions that (i) meet certain nancial thresholds or (ii) have unusual features in accordance
with the Listing Rules issued by the FCA in the United Kingdom (the ‘Listing Rules’),
the Companies Act 2006 and our articles of association.
Further, we use the denition of a transaction with a related party as set out in the Listing Rules,
which differs in certain respects from the denition of related party transaction in the NASDAQ
listing rules.
Shareholder approval When determining whether shareholder approval is required for a proposed transaction,
we comply with both the NASDAQ listing rules and the Listing Rules. Under the NASDAQ
listing rules, whether shareholder approval is required for a transaction depends on, among
other things, the percentage of shares to be issued or sold in connection with the transaction.
Under the Listing Rules, whether shareholder approval is required for a transaction depends on,
among other things, whether the size of a transaction exceeds a certain percentage of the size
of the listed company undertaking the transaction.
Our US listing requirements
Vodafone Group Plc
Annual Report 2015
74