Vodafone 2002 Annual Report Download - page 55

Directors’ Report Vodafone Group Plc 53Annual Report & Accounts and Form 20-FAnnual Report & Accounts and Form 20-F
Following this appointment, the Group will develop its approach in the health
and safety fields, so that it is in a position to pursue a co-ordinated strategy,
supported by standards and measurements based on its Health and Safety
Policy. The Group’s intention is to achieve consistently high standards in each
country where it operates, and to continue as an organisation with an excellent
record for health and safety. With this goal, health and safety professionals based
in our operating companies around the world will work together to build on the
successes already achieved in these areas, to define the standards and to share
best practice for the Group’s business activities, helping to ensure the Group
properly safeguards everyone who may be affected by its activities.
Corporate social responsibility
A summary of the Group’s corporate social responsibility policy is contained on
pages 12 and 13 of the Annual Review and Summary Financial Statement, and
on page 69 of this Annual Report. Further details are contained in the separate
report on corporate social responsibility.
Auditors
In accordance with section 384 of the Companies Act 1985, a resolution
proposing the reappointment of Deloitte & Touche as auditors to the Company
will be put to the Annual General Meeting.
In their assessment of the independence of the auditors and in accordance with
the US Independence Standards Board Standard No. 1, Independence
Discussions with Audit Committees, the Audit Committee receives in writing
details of relationships between Deloitte & Touche and the Company that may
bear on their independence and receives confirmation that they are independent
of the Company within the meaning of the Securities Acts administered by the
Securities and Exchange Commission.
In addition, the Audit Committee reviews both the level of the audit fee against
other comparable companies, including those in the telecommunications
industry, and the level and nature of non-audit fees, as part of its review of the
adequacy and objectivity of the audit process.
In a further measure to ensure auditor independence is not compromised, the
Group has implemented procedures requiring all contracts for non-audit services
with either the Group’s or local statutory auditors with a value of greater than
1240,000 to be approved by the Group Policy Committee.
In addition to their statutory duties, Deloitte & Touche are also employed where,
as a result of their position as auditors, they either must, or are best placed to,
perform the work in question. This is primarily work in relation to matters
such as shareholder circulars, Group borrowings, regulatory filings and
business acquisitions and disposals. Other work is awarded on the basis of
competitive tender.
During the year Deloitte & Touche charged £22m (2001: £22m) for non-audit
assignments. These fees include £18m for IT consultancy (2001: £10m),
£1m for taxation services (2001: £3m) and £3m for other services including due
diligence reviews (2001: £9m). Fees for IT consultancy include £14m in respect
of a contract awarded in 2000 and completed in 2002.
Major shareholders
The Bank of New York as custodian of the Company’s American Depositary
Receipt (“ADR”) programme held approximately 13.4% of the Company’s
ordinary shares of $0.10 each at 24 May 2002 as nominee. The total number of
ADRs outstanding at 24 May 2002 was 799,313,196. At this date, 882 holders
of record of ordinary shares had registered addresses in the United States and
in total held approximately 0.006% of the ordinary shares of the Company.
The directors are not aware, as at 24 May 2002, of any other interest of 3% or
more in the ordinary share capital of the Company. The Company is not directly
or indirectly owned or controlled by any foreign government or any other legal
entity. There are no arrangements known to the Company that could result in a
change of control of the Company.
Going concern
After reviewing the Group’s and Company’s budget for the next financial year,
and other longer term plans, the directors are satisfied that, at the time of
approving the financial statements, it is appropriate to adopt the going concern
basis in preparing the financial statements.