Vodafone 2016 Annual Report Download - page 76

The Directors of the Company present their report together with the audited
consolidated nancial statements for the year ended 31 March 2016.
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 76 and 77 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 pages76 and 77.
Corporate governance statement
The corporate governance statement setting out how the Company complies
withthe Code and which includes a description of the main features of its internal
control and risk management arrangements in relation to the nancial reporting
process is set out on pages 54 and 55. The information required by DTR 7.2.6R can
be found in the “shareholder information” section on pages 175 to 181. A description
of the composition and operation of the Board and its Committees is set out
on pages 38to 73.
Strategic Report
The Strategic Report is set out on pages 2 to 37 and is incorporated into this
Directors’ report by reference.
Directors and their interests
The Directors of the Company who served during the nancial year ended 31 March
2016 and up to the date of signing the nancial statements are as follows: Gerard
Kleisterlee, Vittorio Colao, Nick Read, Sir Crispin Davis, Dr Mathias Döpfner, Dame
Clara Furse, Valerie Gooding, Renee James, Samuel Jonah, Nick Land, Philip Yea and
David Nish. Luc Vandevelde and Stephen Pusey stepped down during the nancial
year ended 31 March 2016. 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 66 to 72.
Directors’ conicts of interest
Established within the Company is a procedure for managing and monitoring
conicts of interest for Directors. Details of this procedure are set out on page 54.
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 175 to 181.
Change of control
Details of change of control provisions in the Company’s revolving credit facilities
is set out on page 130.
Information on agreements between the Company and its Directors providing
for compensation for loss of ofce of employment (including details of change
of control provisions in share schemes) is set out on page 64. Subject to that,
there are no agreements between the Company and its employees providing
for compensation for loss of ofce of employment that occurs because
of a takeover bid.
Dividends
Full details of the Company’s dividend policy and proposed nal dividend payment
for the year ended 31 March 2016 are set out on pages 17 and 36 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 20 and 21. Also included on these pages are details of our
greenhouse gas emissions.
Political donations
No political donations or contributions to political parties 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 32 to the
consolidated nancial statements.
Future developments within the Group
The Strategic Report contains details of likely future developments within the Group.
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, women
in senior management roles, employee engagement and policies are included
in “Ourpeople” on pages 18 and 19.
By Order of the Board
Rosemary Martin
Group General Counsel and Company Secretary
17 May 2016
Directors’ report
Vodafone Group Plc
Annual Report 2016
74