Vodafone 2016 Annual Report Download - page 57

Overview Strategy review Performance Governance Financials Additional information
Vodafone Group Plc
Annual Report 2016
55
B.5 – Information and support
There is a procedure to enable Directors to take independent legal and/
or nancial advice at the Company’s expense, managed by the Group
General Counsel and Company Secretary. No such independent advice
was sought in the 2016 nancial year.
The Group General Counsel and Company Secretary also:
a assists the Chairman by organising induction and training
programmes and ensuring that all Directors have full and timely
access to all relevant information;
a ensures that the correct Board procedures are followed; and
a advises the Board on corporate governance matters.
The removal of the Group General Counsel and Company Secretary
is a matter for the Board as a whole.
B.6 – Evaluation
Information on Board evaluation is set out on page 45.
B.7 – Election/Re-election
All Directors have submitted themselves for re-election at the
2016 annual general meeting with the exception of David Nish
who will be elected for the rst time in accordance with our Articles
of Association.
The Nominations and Governance Committee conrmed to the Board
that the contributions made by the Directors continue to be effective
and that the Company should support their re-election.
The biographies for our Directors can be found on pages 40 and 41.
C. Accountability
C.1 – Financial and business reporting
The following statements can be found in this Annual Report
Statement Pages
The Directors’ statement of responsibility regarding
the nancial statements, including the going
concern assessment.
76 and
77
A statement 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 position
and performance, business model and strategy.
76
A statement on the responsibility of our auditor (set out in the
Audit Report).
78 to 86
An explanation of the Company’s business model and the
strategy for delivering the objectives of the Company.
6 to 13
C.2 – System of risk management and internal control
An overview of the Group’s framework for identifying and managing risk
is on pages 22 to 28.
The Board has overall responsibility for the system of risk management
and internal control (and for reviewing its effectiveness) and has
conducted a robust assessment of the principal risks facing the
Company, including those that would threaten its business model,
future performance, solvency or liquidity. Such a system is designed
to manage rather than eliminate business risks and can only provide
reasonable and not absolute assurance against material mistreatment
or loss.
The long-term viability statement can be found on page 29.
The Board has implemented in full the FRC “Guidance on Risk
Management Internal Control and related Financial and Business
Reporting” for the year and to the date of this Annual Report.
The resulting procedures, which are subject to regular monitoring
and review, provide an ongoing process for identifying, evaluating and
managing the Company’s principal risks.
Further information can be found in the Directors’ statement
of responsibility on pages 76 and 77 and in the Audit and Risk
Committee report on pages 47 to 52 (which also covers the oversight
and monitoring of the system, and its effectiveness).
C.3 – Audit Committee and auditor
The Audit and Risk Committee is responsible for governance around
both the internal audit function and external auditor and for oversight
of the Group’s systems of internal controls.
Further details on the Audit and Risk Committee and its activities
are set out on pages 47 to 52. Its terms of reference are available
at vodafone.com/governance.
D. Remuneration
D.1 and D.2 – The level and components of remuneration
and procedure
a The Remuneration Committee is responsible for determining the
policy on remuneration of the Chairman, executives and senior
management team. More information is set out on pages 57 to 73.
a The Chairman of the Board and the Remuneration
Committee’s Chairman are also responsible for maintaining contact
with the Company’s principal shareholders about remuneration.
Full details are set out in its terms of reference, available
at vodafone.com/governance.
E. Relations with shareholders
E.1 – Dialogue with shareholders
The Chairman ensures that there is effective communication
with investors and that the Board understands the views
of major shareholders on matters such as governance and strategy.
He is available to meet shareholders for this purpose.
The other members of the Board are also available to meet major
investors on request.
Further information is set out on page 46.
E.2 – Constructive use of the annual general meeting
Our annual general meeting will be held on 29 July 2016 and
is an opportunity for shareholders to vote on certain aspects of Group
business and present questions to the Board.
a A summary presentation of the full year results is given before the
Chairman deals with the formal business of the meeting.
a All shareholders can question any member of the Board both during
the meeting and informally afterwards. The Board encourages
participation of investors at the meeting.
a The meeting is also broadcast live and on demand on our website
at vodafone.com/agm.
a Voting on all resolutions 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 A copy of our notice of meeting can be found at vodafone.com/agm.