Corporate governance

Corporate governance

We are committed to high standards of corporate governance, which are critical to our business integrity, and to maintaining investors' trust in us.  We expect all our directors, employees and suppliers to act with honesty, integrity and fairness.

Code of Conduct

Our Code of Conduct sets out what is expected of every single person working for and with Vodafone. It contains our Business Principles which are the foundation for how we do business everywhere we operate. For further details click here.

Code of Ethics

We have adopted a Code of Ethics in compliance with Section 406 of the US Sarbanes-Oxley Act of 2002, which is applicable to the senior financial and principal executive officers.  For further details click here.

Compliance with the UK Corporate Governance Code (formerly known as the Combined Code)

For the year ended 31 March 2012, and to the date of the annual report, the Company complied with the provisions and applied the Main Principles of the UK Corporate Governance Code (the 'Code'). A revised version of the Code was issued in September 2012, applicable to accounting periods beginning on or after 1 October 2012. Details of the UK Corporate Governance Code can be found on the FRC website: www.frc.org.uk/corporate/ukcgcode.cfm

Board organisation and structure

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 (PDF 378Kb) 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.

For further details on the role of the Board and the Board Committees visit the Board Committees page of the website.

Disclosure Committee Charter

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. For further details on the Disclosure Committee Charter click here.

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 risk associated with social, environmental and ethical impacts is discussed in the Sustainability section of the website.

US listing requirements

Vodafone's American Depositary Shares are listed on the NASDAQ Stock Market LLC ('NASDAQ'). We are subject to the rules of NASDAQ as well as US securities laws and the rules of the SEC. As a foreign issuer, we are exempt from certain NASDAQ corporate governance rules. For details of the main differences in these corporate governance practises click here.