Vodafone 2016 Annual Report Download - page 40

Our approach to governance
What were the Board’s main priorities during
the year?
The Board’s role is to dene the long-term strategic objectives for
the Group and then evaluate progress against those objectives while
ensuring there is a strong and effective system of corporate governance
in place at all levels. 2016 was another important transitional year for
Vodafone: as I explain in my introduction on page 3, our expansion across
4G, cable and bre networks and TV and content services is transforming
our businesses. A key priority during the year was to ensure that the
signicant investments involved were allocated in a manner most
likely to maximise returns to shareholders over time as well as enhance
our customers’ experience. We also continued to focus on measures
to mitigate the wide range of operating and commercial risks that are
inherent to our industry and which are summarised on pages 22 to 28.
How would you describe the decision making
culture of the Board?
Highly collaborative and collegiate with a strong emphasis on open
and honest debate involving all of the Directors. As Chairman, I strive
to ensure that Vodafone has a Board that works effectively and where
all can contribute freely. We are fortunate to be able to draw on a diverse
range of professional skills and backgrounds around the boardroom
table and I encourage each Director to share their intuitions to enrich
the Board’s collective understanding.
We seek to ensure that every Director has the facts and background
context necessary to reach informed conclusions on the matters before
the Board. We provide an insight into our induction process for new
Directors on page 45. All Directors have access to training and specialist
brieng opportunities to ensure they remain fully aware of major
developments in this highly complex and dynamic industry.
Creating long-term value
A commitment to act with integrity at all times is integral to the creation
of shareholder value. We fully complied with the 2014 UK Corporate
Governance Code during the year.
Contents
38 Chairman’s introduction
39 Our governance framework
40 Board of Directors
42 Executive Committee
44 Board activities
45 Board evaluation, induction
and training
46 Shareholder engagement
47 Board committees
54 Compliance with the 2014
UK Corporate Governance Code
56 Our US listing requirements
57 Directors’ remuneration
74 Directors’ report
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 175 to 181.
What do the Non-Executive Directors bring
to the Board?
It is essential to ensure that the composition of the Board reects the
strategic priorities of the Group and provides a variety of informed
insights to determine the appropriate approach to the management
of risk. Each of the Directors brings a particular perspective to every
discussion, shaped by their backgrounds in a number of industries
and roles over many years, which underpins the Board’s commitment
as a whole to rigorous scrutiny and analysis of the Group’s key issues
and opportunities. We provide a summary of each Director’s experience
on pages 40 and 41.
During the year, we were pleased to welcome David Nish to the Board.
David is a highly experienced business leader with extensive nancial
expertise and capital markets skills.
Enhancing diversity in the boardroom, the executive team and at all
levels in Vodafone is also a priority. This includes diversity of skills
and experience, age, gender, disability, sexual orientation, cultural
background and belief.
I am pleased to report that 25% of our Board roles are held by women.
Our ambition over the coming years is to increase that proportion
further. Details of our commitment to increase the number of women
in executive roles (and to empower our female customers) are set out
in our 2016 Sustainable Business Report.
What are the Board’s key objectives for the
coming year?
In March 2016 we concluded the largest organic investment
programme in Vodafone’s history. Project Spring was designed to bring
about a material enhancement to the quality of the networks and
services relied on by 462 million mobile customers and 13 million
xed broadband customers and as we explain on pages 10 and 14,
that goal has largely been achieved. The priority for the year ahead
will be to ensure that the Group’s momentum post-Project Spring
translates into stronger nancial performance as well as a much better
experience for our customers. Our return to growth after more than six
years of signicant macroeconomic pressure in Europe is very welcome.
We intend to sustain that positive trend although, it should be noted,
we continue to face a number of challenges in some markets. We will
also maintain our focus on the effective management of risk and
on compliance with the high standards of corporate governance across
the Group.
Gerard Kleisterlee
Chairman
17 May 2016
Vodafone Group Plc
Annual Report 2016
38