Vodafone 2010 Annual Report Download - page 53

Governance
Vodafone Group Plc Annual Report 2010 51
In March 2010 GovernanceMetrics International, a global corporate governance
ratings agency, ranked us amongst the top UK companies with an overall global
corporate governance rating of ten, the highest score assigned and achieved by
only 1% of the 4,216 companies rated.
In our profile report by Institutional Shareholder Services Inc. (‘ISS’) dated
1 February 2010, our governance practices outperformed 98.6% of the
companies in the ISS developed universe (excluding US), 98.2% of the companies
in the telecommunications sector group and 98.1% of the companies in the UK.
In October 2009 we received the Golden Peacock Global Award for Excellence
in Corporate Governance.
Compliance with the Combined Code
Our ordinar y shares are listed in the UK on the London Stock E xchange. In accordance
with the Listing Rules of the UK Listing Authority, we confirm that throughout the
year ended 31 March 2010 and at the date of this document we were compliant with
the provisions of, and applied the principles of, Section 1 of the 2008 FRC Combined
Code on Corporate Governance (the “Combined Code”). The Combined Code can be
found on the FRC website (www.frc.org.uk). The following section, together with the
“Directors’ remuneration” section on pages 57 to 67, provides detail of how we apply
the principles and comply with the provisions of the Combined Code. We have been
following the FRC consultation on further proposed changes to the Combined Code
and intend to comply with such revisions should they be adopted.
Corporate governance statement
We comply with the corporate governance statement requirements pursuant to the
FSA’s Disclosure and Transparency Rules by virtue of the information included in this
corporate governance section of the annual report together with information
contained in the “Shareholder information” section on pages 125 to 131.
Board organisation and structure
The role of the Board
The Board is responsible for the overall conduct of the Group’s business and has the
powers, authorities and duties vested in it by and pursuant to the relevant laws of
England and Wales and the articles of association of the Company. The Board:
has final responsibility for the management, direction and performance of our 
businesses;
is required to exercise objective judgement on all corporate matters independent 
from executive management;
is accountable to shareholders for the proper conduct of the business; and 
is responsible for ensuring the effectiveness of and reporting on our system of 
corporate governance.
The Board has a formal schedule of matters reserved to it for its decision and
these include:
Group strategy and long-term plans; 
major capital projects, acquisitions or divestments; 
annual budget and operating plan; 
Group financial structure, including tax and treasury; 
annual and half-year financial results and shareholder communications; 
system of internal control and risk management; and 
senior management structure, responsibilities and succession plans. 
The schedule is reviewed periodically. It was last formally reviewed by the
Nominations and Governance Committee in March 2009, at which time it was
determined that no amendments were required.
Other specific responsibilities are delegated to Board committees which operate
within clearly defined terms of reference. Details of the responsibilities delegated to
the Board committees are given on pages 53 and 54.
Board meetings
The Board meets at least eight times a year and the meetings are structured to allow
open discussion. All directors participate in discussing strategy, trading and financial
performance and risk management. All substantive agenda items have comprehensive
briefing papers, which are circulated one week before the meeting.
The following table shows the number of years directors have been on the Board at
31 March 2010 and their attendance at scheduled Board meetings they were eligible
to attend during the 2010 financial year:
Years Meetings
on Board attended
Sir John Bond 58/8
John Buchanan 78/8
Vittorio Colao 38/8
Michel Combes (since 1 June 2009) <1 7/7
Andy Halford 48/8
Alan Jebson 38/8
Samuel Jonah 18/8
Nick Land 37/8
Anne Lauvergeon 48/8
Simon Murray 37/8
Stephen Pusey (since 1 June 2009) <1 7/7
Luc Vandevelde 67/8
Anthony Watson 48/8
Philip Yea 48/8
In addition to regular Board meetings, there are a number of other meetings to deal
with specific matters. Directors unable to attend a Board meeting because of another
engagement are nevertheless provided with all the papers and information relevant
for such meetings and are able to discuss issues arising in the meeting with the
Chairman or the Chief Executive.
Division of responsibilities
The roles of the Chairman and Chief Executive are separate and there is a division of
responsibilities that is clearly established, set out in writing and agreed by the Board
to ensure that no one person has unfettered powers of decision. The Chairman is
responsible for the operation, leadership and governance of the Board, ensuring its
effectiveness and setting its agenda. The Chief Executive is responsible for the
management of the Group’s business and the implementation of Board strategy
and policy.
Board balance and independence
Our Board consists of 14 directors, 12 of whom served throughout the 2010 financial
year. At 31 March 2010, in addition to the Chairman, Sir John Bond, there were four
executive directors and nine non-executive directors. Michel Combes and Stephen
Pusey were appointed as executive directors with effect from 1 June 2009.
The Deputy Chairman, John Buchanan, is the nominated senior independent director
and his role includes being available for approach or representation by directors or
significant shareholders who may feel inhibited about raising issues with the
Chairman. He is also responsible for conducting an annual review of the performance
of the Chairman and, in the event it should be necessary, convening a meeting of the
non-executive directors.
We consider all of our present non-executive directors to be fully independent. The
Board is aware of the other commitments of its directors and is satisfied that these
do not conflict with their duties as directors of the Company. Changes to the
commitments of the directors are reported to the Board.
We are committed to high standards of corporate governance which we consider are critical to business integrity
and to maintaining investors’ trust in us. We expect all our directors, employees and suppliers to act with honesty,
integrity and fairness. Our business principles set out the standards we set ourselves to ensure we operate lawfully,
with integrity and with respect for the culture of every country in which we do business.
Corporate governance