Codes and Compliance
The Company's ordinary shares are listed in the United Kingdom on the London Stock Exchange. As such, the Company is required to make a disclosure statement concerning its application of the principles of and compliance with the provisions of the UK Corporate Governance Code (the 'Code’). For the year ended 31 March 2019, and to the date of the 2019 annual report, the Company complied with the provisions and applied the Main Principles of the 2016 UK Corporate Governance Code (the 'Code'). A revised version of the Code was issued in July 2018, applicable to accounting periods beginning on or after 1 January 2019.
Details of the UK Corporate Governance Code can be found on the FRC website.
By virtue of the information included in the “Governance” section, together with information contained in the “Shareholder information” section of our 2019 Annual Report, we comply with the corporate governance statement requirements pursuant to the FCA’s Disclosure Guidance and Transparency Rules.
Details of the Disclosure Guidance and Transparency Rules can be found on the FRC website.
Differences from NASDAQ corporate governance practices
Vodafone is exempt from many of NASDAQ’s corporate governance practices other than the requirements regarding the disclosure of a going concern audit opinion, submission of a listing agreement, notification of material non-compliance with NASDAQ corporate governance practices and the establishment and composition of an audit committee and a formal written audit committee charter. The practises that Vodafone follow in lieu of NASDAQ’s corporate governance rules are as follows:
The NASDAQ rules require that a majority of the Board must be comprised of independent directors and the rules include detailed definitions that US companies must use for determining independence. The UK Corporate Governance Code ('the Code') requires a company's board of directors to assess and make a determination as to the independence of its directors. While the Board does not explicitly take into consideration NASDAQ's detailed definitions, it has carried out an assessment based on the requirements of the Code and has determined in its judgement that all of the non-executive directors are independent within those requirements. As at the date of the 2019 Annual Report, the Board comprised the Chairman, two executive directors and nine non-executive directors.
Under NASDAQ rules, US companies are required to have a nominations committee, an audit committee and a compensation committee, each composed entirely of independent directors, with the nominations committee and audit committee required to have a written charter that addresses the committee’s purpose and responsibilities, and the compensation committee having sole authority and adequate funding to engage compensation consultants, independent legal counsel and other compensation advisers. The Company's Nominations and Governance Committee and Remuneration Committee have terms of reference and compositions that comply with the Code's requirements. The Nominations and Governance Committee is chaired by the Chairman of the Board, and its other members are non-executive directors of the Company, whom the Board has determined to be independent based on the requirements of the Code. The Remuneration Committee is composed entirely of non-executive directors whom the Board has determined to be independent based on the requirements of the Code. The Company's Audit and Risk Committee is composed entirely of non-executive directors whom the Board has determined to be independent and who meet the requirements of Rule 10A-3 of the Securities Exchange Act of 1934. The Company considers that the terms of reference of these committees, which are available on its website, are generally responsive to the relevant NASDAQ rules but may not address all aspects of these rules.
Code of Ethics and Code of Conduct
Under NASDAQ rules, US companies must adopt a code of conduct applicable to all directors, officers and employees that complies with the definition of a “Code of Ethics” set out in Section 406 of the Sarbanes-Oxley Act. The Company has adopted a Code of Conduct, which applies to all employees. In addition, a Code of Ethics has been adopted in compliance with Section 406 of the Sarbanes-Oxley Act, which is applicable to the senior financial and principal executive officers. Further details can be found below in the ‘Code of Ethics’ section.
Under NASDAQ rules, companies are required to have a minimum quorum of 33.33% of the outstanding shares of a company's common voting stock for shareholder meetings. However, the Company’s articles of association provide for a quorum for general shareholder meetings of two shareholders, regardless of the level of their aggregate share ownership.
Related Party Transactions
NASDAQ rules require companies to conduct appropriate reviews of related party transactions and potential conflicts of interest via the company’s audit committee or other independent body of the board of directors. The Company is subject to extensive provisions, under the Listing Rules issued by the Financial Conduct Authority in the UK (the ‘Listing Rules’), governing transactions with related parties, as defined therein, and the Companies Act 2006 also restricts the extent to which companies incorporated in England and Wales may enter into related party transactions. The Company’s articles of association contain provisions regarding disclosure of interests by the directors and restrictions on their votes in circumstances involving conflicts of interest. In lieu of obtaining an independent review of related party transactions for conflicts of interests, but in accordance with the Listing Rules, the Companies Act 2006 and the Company’s articles of association, the Company seeks shareholder approval for related party transactions that meet certain financial thresholds or where transactions have unusual features. The concept of a related party for the purposes of NASDAQ’s rules differs in certain respects from the definition of a transaction with a related party under the Listing Rules.
Shareholder ApprovalNASDAQ requires shareholder approval for certain transactions involving the sale or issuance by a listed company of common stock. Under the NASDAQ rules, whether shareholder approval is required for such transactions depends, among other things, on the number of shares to be issued or sold in connection with a transaction, while the Company is bound by the provisions of the Listing Rules in the UK, which state that shareholder approval is required, among other things, when the size of a transaction exceeds a certain percentage of the size of the listed company undertaking the transaction. In accordance with the articles of association, the Company also seeks shareholder approval annually for issuing shares and to dis-apply the pre-emption rights that apply under law in line with limit guidelines issued by investor bodies.
Section 406 of the US Sarbanes-Oxley Act of 2002 (‘Sarbanes-Oxley’), and the rules issued by the US Securities and Exchange Commission (‘SEC’) thereunder, require an SEC reporting company to disclose whether or not it has adopted a written code of ethics applicable to the company's senior financial officers, including the company's principal executive officer. This Code of Ethics (the ‘Code’) has been adopted by Vodafone Group Plc (‘the Company’) in accordance with these provisions. Furthermore, the Company is required to disclose whether, during the financial year being reported, it has amended the Code or granted a waiver from any provision of the Code. It is not the Company's intention to grant or permit waivers from the requirements of this Code.
The SEC encourages companies to apply the Code of Ethics to as broad a spectrum of personnel and affiliates as practicable and accordingly the Code affects a wider group of employees than specified by Sarbanes-Oxley. The Code is separate from the Company's Code of Conduct, which is applicable to all employees. Those to whom the Code applies are required to adhere to its provisions completely and to address any perceived conflict with the Company's Code of Conduct with the Group General Counsel and Company Secretary. Please follow the below link to view an Explanatory Note on Vodafone’s Code of Ethics.
The Company has a Disclosure Committee reporting to the Chief Executive and Chief Financial Officer. The Committee has responsibility for reviewing and approving controls and procedures over the public disclosure of financial and related information.
Download the Disclosure Committee Charter