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130 Vodafone Group Plc Annual Report 2011 Notes to the Company financial statements continued 8. Share-based payments The Company currently uses a number of equity settled share plans to grant options and shares to the directors and employees of its subsidiaries, as listed below. Share option plans ■ Vodafone Group savings related and sharesave plans ■ Vodafone Group executive plans ■ Vodafone Group 1999 Long-Term Stock Incentive Plan and ADSs ■ Other share option plans Share plans ■ Share Incentive Plan ■ Other share plans At 31 March 2011 the Company had 171 million ordinary share options outstanding (2010: 266 million) and 1 million ADS options outstanding (2010: 1 million). The Company has made a capital contribution to its subsidiaries in relation to share-based payments. At 31 March 2011 the cumulative capital contribution net of payments received from subsidiaries was £386 million (31 March 2010: £359 million). During the year ended 31 March 2011 the capital contribution arising from share-based payments was £156 million (2010: £150 million), with payments of £129 million (2010: £119 million) received from subsidiaries. Full details of share-based payments, share option schemes and share plans are disclosed in note 20 to the consolidated financial statements. 9. Reserves and reconciliation of movements in equity shareholders’ funds Share Capital Own Profit Total equity Share premium redemption Capital Other shares and loss shareholders’ capital account reserve reserve reserves held account funds £m £m £m £m £m £m £m £m 1 April 2010 4,153 43,011 10,101 88 988 (7,827) 31,777 82,291 Allotment of shares – 3 – – – – – 3 Own shares released on vesting of share awards – – – – – 232 – 232 Profit for the financial year – – – – – – 10,019 10,019 Dividends – – – – – – (4,468) (4,468) Capital contribution given relating to share-based payments – – – – 156 – – 156 Contribution received relating to share-based payments – – – – (129) – – (129) Purchase of own shares – – – – – (2,125) – (2,125) Cancellation of own shares held (71) – 71 – – 1,532 (1,532) – Other movements – 14 – – – (14) 22 22 31 March 2011 4,082 43,028 10,172 88 1,015 (8,202) 35,818 86,001 The profit for the financial year dealt with in the accounts of the Company is £10,019 million (2010: £6,693 million). Under English law, the amount available for distribution to shareholders is based upon the profit and loss reserve of the Company and is reduced by the amount of own shares held and is limited by statutory or other restrictions. The auditor’s remuneration for the current year in respect of audit and audit related services was £0.6 million (2010: £0.9 million) and for non-audit services was £0.4 million (2010: £0.5 million). The directors are remunerated by the Company for their services to the Group as a whole. No remuneration was paid to them specifically in respect of their services to Vodafone Group Plc for either year. Full details of the directors’ remuneration are disclosed in “Directors’ remuneration” on pages 62 to 73. There were no employees other than directors of the Company throughout the current or the preceding year.
10. Equity dividends Financials Vodafone Group Plc Annual Report 2011 131 2011 2010 £m £m Declared during the financial year: Final dividend for the year ended 31 March 2010: 5.65 pence per share (2009: 5.20 pence per share) 2,976 2,731 Interim dividend for the year ended 31 March 2011: 2.85 pence per share (2010: 2.66 pence per share) 1,492 1,400 4,468 4,131 Proposed after the balance sheet date and not recognised as a liability: Final dividend for the year ended 31 March 2011: 6.05 pence per share (2010: 5.65 pence per share) 3,106 2,976 11. Contingent liabilities 2011 2010 £m £m Performance bonds 3 5 Credit guarantees – third party indebtedness 3,113 5,112 Other guarantees and contingent liabilities – 224 Performance bonds Performance bonds require the Company to make payments to third parties in the event that the Company or its subsidiaries do not perform what is expected of them under the terms of any related contracts. Credit guarantees – third party indebtedness Credit guarantees comprise guarantees and indemnities of bank or other facilities. On 30 March 2011 the Essar Group exercised its underwritten put option over 22.0% of Vodafone Essar Limited (‘VEL’) following which, on 31 March 2011, the Group exercised its call option over the remaining 11.0% of VEL owned by the Essar Group. The total consideration due under these two options is US$5 billion (£3.1 billion). The company has guaranteed payment of up to US$5 billion related to these options. Prior year credit guarantees included £1,821 million relating to debt issued by Vodafone Finance K.K. This facility was repaid in March 2011. Other guarantees and contingent liabilities There are no other guarantees in the current year. Prior year other guarantees included a £221 million guarantee relating to a commitment to the Spanish tax authorities. As discussed in note 28 to the consolidated financial statements the Company has covenanted to provide security in favour of the trustee of the Vodafone Group UK Pension Scheme in respect of the funding deficit in the scheme. The Company has pledged money market funds (£1,387 million), as collateral for the guarantee issued by Vodafone International Holdings B.V. to the Indian Supreme Court in relation to the contested demand for payment from the Indian tax authority. See page 122 for details. Legal proceedings Details regarding certain legal actions which involve the Company are set out in note 28 to the consolidated financial statements.
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Vodafone Group Plc Annual Report Fo
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Highlights of the year ■ Grouprev
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Distribution abroadrangeofcustomers
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Revenue (1) Adjustedoperatingprofit
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+23% Vodafone total shareholder ret
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A growing industry Data traffic has
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Group organic service revenue growt
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Our business in India has grown fro
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Business Review review Focus on key
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Business Review review Network tria
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Business review Mobile Wi-Fi R201 A
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27% Group revenue from emerging mar
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Business review Focus on key areas
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Business review Deliver value and e
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Business review Apply rigorous capi
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Our strong brand and increased cust
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Energy efficiency Solar and wind po
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83,900 Average employees 29 Nationa
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Performance increases in government
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Africa, Middle East and Asia Pacifi
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Performance 2010 financial year com
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Performance Revenue increased by 0.
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Performance EBITDA increased by 38.
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Performance Principal risk factors
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Financial position and resources Co
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Performance between debt levels and
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Performance Under the terms and con
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Governance Compliance with the Comb
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Governance Consequently, some chang
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Governance substantive resolutions
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Governance Related party transactio
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Governance Reward philosophy The pr
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Governance Vodafone Group Plc Annua
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Financials Directors’ statement o
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Critical accounting estimates Finan
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Page 155 and 156: Vodafone, the Vodafone logo, Vodafo
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