Vodafone 2002 Annual Report Download - page 53

Directors’ Report Vodafone Group Plc 51Annual Report & Accounts and Form 20-F
Review of the Group’s Business
The Group is involved principally in the provision of mobile telecommunications
services. A review of the development of the business of the Company and its
subsidiary, joint venture and associated undertakings is contained elsewhere in
this Annual Report. Details of the Company’s principal subsidiary undertakings,
joint ventures, associated undertakings and investments can be found on pages
123 and 125 of this Annual Report.
Future developments
The Group is currently involved in the expansion and development of its cellular
telecommunications and related businesses as described elsewhere in this
Annual Report.
Corporate governance
The directors are committed to business integrity and professionalism.
As an essential part of this commitment the Board supports high standards of
corporate governance and its statement on Corporate Governance is set out on
pages 54 to 56 of this Annual Report. The remuneration policy contained in the
Board’s Report to Shareholders on Directors’ Remuneration on pages 57 to 68
of this Annual Report will be proposed for approval at the Company’s Annual
General Meeting on 31 July 2002.
Share capital
A statement of changes in the share capital of the Company is set out in note 23
to the Consolidated Financial Statements on pages 108 to 109.
Purchase by the Company of its own shares
At the Annual General Meeting of the Company held on 25 July 2001,
shareholders gave the Company permission, until the conclusion of the Annual
General Meeting to be held in 2002 or until 25 October 2002, whichever is the
earlier, to purchase up to 3,000,000,000 ordinary shares of the Company.
A resolution for permission for the Company to renew its authority to purchase
its own shares will be proposed at the Annual General Meeting of the Company
to be held on 31 July 2002.
Results and dividends
The consolidated profit and loss account is set out on page 74 of this
Annual Report.
The directors have proposed a final dividend for the year of 0.7497p per ordinary
share, payable on 9 August 2002 to shareholders on the register of members at
close of business on 7 June 2002. An interim dividend of 0.7224p per ordinary
share was paid during the year, producing a total for the year of 1.4721p per
ordinary share, a total of approximately £1,025 million. As stated in the 2001
Annual Report, the scrip dividend scheme was withdrawn during the year and
was replaced by a dividend reinvestment plan. Further details of the Company’s
dividend reinvestment plan can be found on page 37 of the Annual Review and
Summary Financial Statement.
Subsequent events
Details of material subsequent events are included in note 35 to the
Consolidated Financial Statements included in this Annual Report.
Charitable contributions
During the year, cash charitable contributions of £5.7 million were made in the
UK. On a global basis, the Group made voluntary cash community contributions
of approximately £8.2 million. An additional £2.5 million in community
contributions were also made as required by the terms of certain network
operating licences. The Vodafone-US Foundation also made donations
totalling £1.1 million.
The Vodafone Group Foundation was created during the year in order to
consolidate and strengthen the commitment to local communities around the
world. Professor Sir Alec Broers serves as Chairman of the trustees. The former
Vodafone Group Charitable Trust has been renamed The Vodafone UK
Foundation. More details regarding these foundations can be found in the
Group’s separate report on corporate social responsibility.
Political donations
At the Annual General Meeting on 25 July 2001, the directors sought and
obtained shareholders’ approval to enable the Company to make donations to
EU Political Organisations or incur EU Political Expenditure, under the relevant
provisions of the Political Parties, Elections and Referendums Act 2000 (“the
Act”). The approval given restricted such expenditure to an aggregate limit of
£100,000 in the period of 12 months following the date of the Annual General
Meeting. Although the Company had, and has, no intention of changing its
current practice of not making political donations and will not do so without the
specific endorsement of shareholders, the directors sought the approval on a
precautionary basis, to avoid any possibility of unintentionally breaching the Act.
The Company has made no political donations during the year.
The directors propose, again on a precautionary basis, to seek a renewal
of shareholders’ approval at the Annual General Meeting to be held on
31 July 2002.
Creditor payment terms
It is the Group’s policy to agree terms of transactions, including payment terms,
with suppliers and, provided suppliers perform in accordance with the agreed
terms, it is the Group’s normal practice that payment is made accordingly.
The number of days outstanding between receipt of invoices and date of
payment, calculated by reference to the amount owed to trade creditors at the
year end as a proportion of the amounts invoiced by suppliers during the year,
was 36 days in aggregate for the Group. The Company did not have any trade
creditors at 31 March 2002.
Research and development
The Group continues to pursue an active research and development programme
for the enhancement of mobile telecommunications. Full details as to the Group’s
research and development programme and activities can be found under
“Operating and Financial Review and Prospects – Research and Development,
Patents and Licences, etc.” elsewhere in this Annual Report.
Directors’ Report