Vodafone 2015 Annual Report Download - page 94

Vodafone Group Plc
Annual Report 2015
92
The Directors of the Company present their
report together with the audited consolidated
nancial statements for the year ended
31 March 2015.
This report has been prepared in accordance
with requirements outlined within The Large
and Medium-sized Companies and Groups
(Accounts and Reports) Regulations 2008
and forms part of the management report
as required under Disclosure & Transparency
Rule (‘DTR’) 4. Certain information that fulls
the requirements of the Directors’ report
can be found elsewhere in this document
and is referred to below. This information
is incorporated into this Directors’ report
by reference.
Responsibility statement
As required under the DTR a statement made
by the Board regarding the preparation of the
nancial statements is set out on pages 94 and
95 which also provides details regarding the
disclosure of information to the Company’s
auditor and management’s report on internal
control over nancial information.
Going concern
The going concern statement required
by the Listing Rules and the Code is set out
in the “Directors’ statement of responsibility”
on page 94.
Corporate governance
statement
The information required by DTR 7.2.6R can
be found in the “shareholder information”
section on pages 186 to 193.
Strategic Report
The Strategic Report is set out on pages 1
to 48 and is incorporated into this Directors’
report by reference.
Directors and their interests
Directors of the Company who served
during the nancial year ended 31 March
2015 and up to the date of signing the
nancial statements are as follows: Gerard
Kleisterlee, Vittorio Colao, Stephen Pusey,
Nick Read, Sir Crispin Davis, Mathias Döpfner,
Dame Clara Furse, ValerieGooding, Renee
James, Alan Jebson, Samuel Jonah, Omid
Kordestani, Nick Land, Anne Lauvergeon,
Luc Vandevelde, Anthony Watson and Philip
Yea. Details of Directors’ interests in the
Company’s ordinary shares, options held over
ordinary shares, interests in share options and
long-term incentive plans are set out on pages
84 to 90.
Directors’ conicts of interest
Established within the Company is a procedure
for managing and monitoring conicts
of interest for Directors. Full details of this
procedure is set out on page 72.
Directors’ indemnities
In accordance with our articles of association
and to the extent permitted by law, Directors
are granted an indemnity from the Company
in respect of liability incurred as a result of their
ofce. In addition, we maintained a Directors’
and ofcers’ liability insurance policy
throughout the year. Neither our indemnity
nor the insurance provides cover in the
event that a Director is proven to have acted
dishonestly or fraudulently.
Disclosures required
under Listing Rule 9.8.4
The information on the amount of interest
capitalised and the treatment of tax relief
can be found in notes 5 and 6 to the
consolidated nancial statements respectively.
The remaining disclosures required by Listing
Rule 9.8.4 are not applicable to Vodafone.
Capital structure and rights
attaching to shares
All information relating to the Company’s
capital structure, rights attaching to shares,
dividends, the policy to repurchase the
Company’s own shares and other shareholder
information is contained on pages 186 to 193.
Dividends
Full details of the Company’s dividend policy
and proposed nal dividend payment for the
year ended 31 March 2015, is set out in the
Chief Executive’s strategic review on pages
14 to 17 and note 9 to the consolidated
nancial statements.
Sustainability
Information about the Company’s approach
to sustainability risks and opportunities
is set out on pages 30 and 31. Also included
on these pages are details of our greenhouse
gas emissions.
Political donations
No political donations under the Companies
Act 2006 have been made during the
nancial year. The Group policy is that
no political donations be made or political
expenditure incurred.
Financial risk management
objectives and policies
Disclosures relating to nancial risk
management objectives and policies, including
our policy for hedging are set out in note 23
to the consolidated nancial statements and
disclosures relating to exposure to price risk,
credit risk, liquidity risk and cash ow risk are
outlined in note 23.
Important events since the
end of the nancial year
Details of those important events affecting
the Group which have occurred since the end
of the nancial year are set out in the strategic
report and note 34 to the consolidated
nancial statements.
Future developments
within the Group
The strategic report contains details of likely
future developments within the Group.
Research and development
Details of the Group’s activities relating
to research and development are
contained in note 3 to the consolidated
nancial statements.
Group policy compliance
Each Group policy is owned by a member
of the Executive Committee so that there
is clear accountability and authority for
ensuring the associated business risk
is adequately managed. Regional chief
executives and the senior leadership team
member responsible for each Group function
have primary accountability for ensuring
compliance with all Group policies by all our
markets and entities. Our Group compliance
team and policy champions support the policy
owners and local markets in implementing
policies and monitoring compliance.
Code of Conduct
All of the key Group policies have been
consolidated into the Vodafone Code
of Conduct. This is a policy document
applicable to all employees and those who
work for or on behalf of Vodafone. It sets out
the standards of behaviour expected in relation
to areas such as insider dealing, bribery and
raising concerns through the whistle-blowing
process (known internally as “Speak Up”).
Branches
The Group, through various subsidiaries,
has branches in a number of different
jurisdictions in which the business operates.
Employee disclosures
Our disclosures relating to the employment
of disabled persons, the number of women
in senior management roles, employee
engagement and policies are included in “Our
people” on pages 28 and 29.
By Order of the Board
Rosemary Martin
Company Secretary
19 May 2015
Directors’ report