Vodafone 2016 Annual Report Download - page 56

Compliance with the 2014 UK Corporate Governance Code
Vodafone Group Plc
Annual Report 2016
54
Throughout the nancial year and to the date of this
document, we complied with the provisions and
applied the main principles of the 2014 version of the
UK Corporate Governance Code (the ‘Code’).
The Code can be found on the Financial Reporting
Council website (frc.org.uk). This table sets out how
we have applied the main principles of the Code,
cross referring to other parts of this Annual Report.
This table is intended to assist with the evaluation
of our compliance during the year and should
be read alongside the Governance section as a whole.
Headings correspond to the headings in theCode.
The auditor’s report on the corporate governance
statement is on page 86.
A. Leadership
A.1 – The role of the Board
The Board’s responsibilities are set out on page 39 along with
a statement of how it operates.
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. Details of such attendance are
on page 41.
A.2 and A.3 – Division of responsibilities and therole
of the Chairman
The roles of the Chairman and Chief Executive are separate: their key
responsibilities are set out on page 39.
Board meetings are arranged to ensure sufcient time is available for the
discussion of all items.
The Chairman was independent on appointment.
A.4 – Non-Executive Directors
Philip Yea has been Senior Independent Director since July 2015 when
he took over from Luc Vandevelde who stepped down from the Board.
Philip:
a acts as a sounding board for the Chairman and as an intermediary for
the other Directors;
a is available to shareholders if they have concerns which they have not
been able to otherwise resolve;
a reviews the performance of the Chairman annually; and
a if necessary, convenes meetings of the Non-Executive Directors.
The Non-Executive Directors are responsible for using their skills,
experience and independent judgement to:
a constructively challenge the strategy proposed by the
Executive Directors;
a scrutinise and challenge performance and risk management across
the Group’s business; and
a assess the risk and integrity of the nancial information and controls.
The Chairman met with just the Non-Executive Directors at every Board
meeting this year.
B. Effectiveness
B.1 – The composition of the Board
The Board consists of 12 Directors, (nine Non-Executive Directors,
the Chairman and two Executive Directors). 11 Directors served
throughout the year.
Changes made to the composition of the Board and Committees during
the year were as follows:
a Philip Yea became Senior Independent Director on 28 July 2015 after
Luc Vandevelde stepped down from the Board. Stephen Pusey also
stepped down from the Board in July 2015;
a Valerie Gooding became Chairman of the Remuneration Committee
on 28 July 2015; and
a Valerie Gooding joined the Nominations and Governance Committee
on 2 November 2015.
Dr Mathias Döpfner joined the Remuneration Committee
on 1 April 2016.
It is expected that David Nish will join the Audit and Risk Committee
on 29 July 2016.
The balance and independence of the Board is kept under review by the
Nominations and Governance Committee. Its terms of reference are
available at vodafone.com/governance.
Philip Yea, Nick Land and Samuel Jonah have served on the Board
for ten, nine and seven years respectively. The Board has determined
that they, along with all of the Non-Executive Directors, continue
to demonstrate qualities of independence and judgement in carrying
out their roles, supporting the Executive Directors and senior
management in an objective manner. Their length of service and
resulting experience are of great benet to the Board.
B.2 – Appointments to the Board
David Nish was appointed as a Non-Executive Director from 1 January
2016. Further details on the appointment process are set out
on page53, which also includes the Board’s policy on diversity.
B.3 – Commitment
The Board is satised that the external commitments of its Chairman
and other Non-Executive Directors (set out on pages 40 and 41)
do not conict with their duties and commitments as Directors of the
Company. Directors must:
a report any changes to their commitments to the Board;
a complete an annual conicts questionnaire. Any conicts identied
are considered and, as appropriate, authorised by the Board.
If authorised, it is recorded in a register and reviewed periodically; and
a notify the Company of actual or potential conicts or a change
in circumstances relating to an existing authorisation.
The Executive Directors’ service contracts and Non-Executive Directors’
appointment letters are available for inspection at our registered ofce
and at our annual general meeting.
B.4 – Development
Details of Board induction and training and development are set out
on page 45.