Annual Report – 31 March 1999 (PDF 1.0MB) - Vodafone

Corporate Governance
Corporate Governance
Introduction
The Combined Code on Corporate Governance issued by the London Stock Exchange requires companies listed on the
Exchange to make a disclosure statement on its application of the principles of and compliance with the provisions of
good governance set out in the Code. The year ended 31 March 1999 was a momentous year for the Company and the
matters described below and in the Remuneration Report relate to the position throughout the year and prior to
completion of the merger with AirTouch. Upon completion, the Board intends to review all aspects of the Company’s and
the Board’s future operation.
With the minor exceptions explained below, relating to the appointment of a senior non-executive director, the question of
training for directors and the disclosure of proxy votes at the 1998 Annual General Meeting, the Company has been in
compliance with the Code provisions set out in Section 1 of the Combined Code throughout the year ended 31 March
1999. As permitted by the London Stock Exchange, the Company has complied with Code provision D.2.1 on internal
controls by reporting on internal financial control in accordance with the guidance for directors on internal controls and
financial reporting which was issued in December 1994. The Turnbull Committee has issued draft guidance on the wider
aspects of internal control, which the Board is considering.
Directors and organisation
The Company presently has nine directors, seven of whom served throughout the year ended 31 March 1999. Their
biographical details are set out briefly at the Board of Directors and Secretary. Five of the directors, Lord MacLaurin (the
Chairman), Professor Sir Alec Broers, John Gildersleeve, Penny Hughes and Sir David Scholey, served as non-executive
directors. Penny Hughes and John Gildersleeve joined the Board on 1 September 1998 and 1 October 1998 respectively.
The Company considers all its non-executive directors to be fully independent. The four executive directors are Chris
Gent (the Chief Executive), Peter Bamford, Julian Horn-Smith and Ken Hydon. Sir Ernest Harrison and Sir Gerald Whent
retired from the Board on 21 July 1998 and David Channing Williams retired from the Board on 31 March 1999.
Following the merger with AirTouch, which is expected to be completed in late June or July 1999, the number of directors
of the Company will increase to 14, seven of whom will be designated by Vodafone and seven of whom will be designated
by AirTouch. Professor Sir Alec Broers and John Gildersleeve will resign with effect from the date of the merger.
As each of the Company’s present directors has been elected or re-elected by the Company’s shareholders within the last
three years, none is required to retire at the Company’s Annual General Meeting to be held on 21 July 1999. The
Company’s new Articles of Association, approved by shareholders at the Extraordinary General Meeting held on 24 May
1999, provide that every director who was elected or last re-elected at or before the Annual General Meeting held in the
third calendar year before the current year shall automatically retire.
The Board, which meets eleven times each year and on one other occasion in the year to consider strategy, provides the
effective leadership and control required for a listed company. Actual financial results are presented to each meeting,
together with reports from the executive directors in respect of their areas of responsibility. From time to time, the Board
receives detailed presentations from non-Board members on matters of significance or on new opportunities for the
Group. Financial budgets and forecasts are regularly discussed at Board meetings. The non-executive directors
periodically visit different parts of the Group and are provided with briefings and information to assist them to discharge
their duties.
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