Vodafone 2010 Annual Report Download - page 56

54 Vodafone Group Plc Annual Report 2010
Corporate governance continued
with the Chairman, Chief Executive or Chief Financial Officer has either failed to
resolve their concerns or for whom such contact is inappropriate.
At the 2007 AGM the shareholders approved amendments to the articles which
enabled us to take advantage of the provisions in the Companies Act 2006 to
communicate with our shareholders electronically. Following that approval, unless
a shareholder has specifically asked to receive a hard copy, they will receive
notification of the availability of the annual report on our website at www.vodafone.
com/investor. For the 2010 financial year shareholders will receive the notice of
meeting and form of proxy in paper through the post unless they have previously
opted to receive email communications. Shareholders continue to have the option
to appoint proxies and give voting instructions electronically.
The principal communication with private investors is via the annual report and
through the AGM, an occasion which is attended by all our directors and at which all
shareholders present are given the opportunity to question the Chairman and the
Board as well as the Chairmen of the Audit, Remuneration and Nominations
and Governance Committees. After the AGM shareholders can meet informally
with directors.
A summary presentation of results and development plans is also given at the AGM
before the Chairman deals with the formal business of the meeting. The AGM is
broadcast live on our website (www.vodafone.com/agm) and a recording of the
webcast can subsequently be viewed on our website. All substantive resolutions at
our AGMs are decided on a poll. The poll is conducted by our registrars and scrutinised
by Electoral Reform Services. The proxy votes cast in relation to all resolutions,
including details of votes withheld, are disclosed to those in attendance at the
meeting and the results of the poll are published on our website and announced via
Regulatory News Service. Financial and other information is made available on our
website (www.vodafone.com/investor) which is regularly updated.
A summary of our share and control structures is set out on pages 128 and 129 in the
shareholder information section of this report.
Political donations
The directors consider that it is in the best interest of shareholders that we participate
in public debate and opinion forming on matters which affect our business. In order
not to inhibit these activities and to avoid inadvertent infringement of the Companies
Act 2006, at the 2008 AGM the directors sought and received shareholders’ approval
for the Company and its subsidiaries to be authorised, for the purposes of part 14 of
the Companies Act 2006, to make political donations and to incur political
expenditure during the period from the AGM to the conclusion of the AGM of in 2012
or 29 July 2012, whichever is earlier, up to a maximum aggregate amount of £100,000
per year. The Company and its subsidiaries have not made any such political
donations during the year. It is our Group policy not to make political donations or
incur political expenditure as those expressions are normally understood.
Internal control and risk management
The Board has overall responsibility for the system of internal control. A sound
system of internal control is designed to manage rather than eliminate the risk of
failure to achieve business objectives and can only provide reasonable and not
absolute assurance against material misstatement or loss. The process of managing
the risks associated with social, environmental and ethical impacts is also discussed
under “Corporate responsibility” on pages 45 to 47.
The Board has established procedures that implement in full the Turnbull Guidance
“Internal Control: Revised Guidance for Directors on the Combined Code” for the year
under review and to the date of approval of the annual report. These procedures,
which are subject to regular review, provide an ongoing process for identifying,
evaluating and managing the significant risks we face. See page 69 for management’s
report on internal control over financial reporting.
The Chairman and Chief Executive may attend the Remuneration Committee’s
meetings by invitation. They do not attend when their individual remuneration is
discussed. No director is involved in deciding his or her own remuneration.
Further information on the Remuneration Committee’s activities is contained in
“Directors’ remuneration” on pages 57 to 67.
Executive Committee
The executive directors, together with certain other Group functional heads and
regional chief executives, meet 12 times a year as the Executive Committee under
the chairmanship of the Chief Executive. The Executive Committee is responsible for
the day-to-day management of our businesses, our overall financial performance in
fulfilment of strategy, plans and budgets and our capital structure and funding. It also
reviews major acquisitions and disposals. The members of the E xecutive Committee
and their biographical details are set out on pages 48 to 50.
Strategy Board
The Strategy Board met twice during the year to discuss strategy. This was attended by
Executive Committee members and the chief executive off icers of the major operating
companies and other selected individuals depending on topics discussed.
Company Secretary
The Company Secretary acts as secretary to the Board and to the committees
of the Board and, with the consent of the Board, may delegate responsibility for
the administration of the committees to other suitably qualified staff. The
Company Secretary:
assists the Chairman in ensuring that all directors have full and timely access to all 
relevant information;
is responsible for ensuring that the correct Board procedures are followed and 
advises the Board on corporate governance matters; and
administers the procedure under which directors can, where appropriate, obtain 
independent professional advice at the Company’s expense.
The appointment or removal of the Company Secretary is a matter for the Board as
a whole.
Relations with shareholders
We are committed to communicating our strategy and activities clearly to our
shareholders and, to that end, we maintain an active dialogue with investors through
a planned programme of investor relations activities. The investor relations
programme includes:
formal presentations of full year and half-year results and interim 
management statements;
briefing meetings with major institutional shareholders in the UK, the US and in 
Continental Europe after the half-year results and preliminary announcement, to
ensure that the investor community receives a balanced and complete view of our
performance and the issues we face;
regular meetings with institutional investors and analysts by the Chief Executive 
and the Chief Financial Officer to discuss business performance;
hosting investors and analysts sessions at which senior management from 
relevant operating companies deliver presentations which provide an overview of
each of the individual businesses and operations;
attendance by senior executives across the business at relevant meetings and 
conferences throughout the year;
responding to enquiries from shareholders and analysts through our Investor 
Relations team; and
www.vodafone.com/shareholder which is a section dedicated to shareholders on 
our website.
Overall responsibility for ensuring that there is effective communication with
investors and that the Board understands the views of major shareholders on matters
such as governance and strategy rests with the Chairman, who makes himself
available to meet shareholders for this purpose.
The senior independent director and other members of the Board are also available
to meet major investors on request. The senior independent director has a specific
responsibility to be available to shareholders who have concerns, for whom contact