TIDMVOD
RNS Number : 0499Q
Vodafone Group Plc
01 June 2018
1 June 2018
Vodafone Group Plc ("Vodafone" or the "Company")
Publication of the 2018 Annual Report and 2018 Annual General
Meeting Notice
Vodafone will today publish on the Company's website its Annual
Report for the year ended 31 March 2018 (the 'Annual Report'),
together with its 2018 Annual General Meeting Notice (the 'AGM
Notice'). The Annual Report is available at vodafone.com/ar2018 and
the AGM Notice is available at vodafone.com/agm.
In compliance with Listing Rule 9.6.1 of the UK Financial
Conduct Authority ('FCA'), the 2018 Annual Report, AGM Notice and
proxy forms for the 2018 Annual General Meeting will in due course
be available for inspection at www.morningstar.co.uk/uk/NSM
In accordance with FCA's Disclosure Guidance and Transparency
Rule 6.3.5, the Appendix to this announcement contains a
description of the principal risks and uncertainties affecting the
Group, related party transactions and a responsibility
statement.
A condensed set of Vodafone's financial statements and
information on important events that have occurred during the
financial year ended 31 March 2018 and their impact on the
financial statements were included in Vodafone's final results
announcement released on 15 May 2018. That information, together
with the information set out below, which is extracted from the
2018 Annual Report, constitute the material required by Disclosure
Guidance and Transparency Rule 6.3.5 which is required to be
communicated to the media in full unedited text through a
Regulatory Information Service. This announcement is not a
substitute for reading the full 2018 Annual Report. Page and note
references in the text below refer to page numbers in the 2018
Annual Report and notes to the financial statements.
APPIX
PRINCIPAL RISK FACTORS AND UNCERTAINTIES
A description of the principal risks and uncertainties that the
Company faces is extracted from pages 38 to 45 of the 2018 Annual
Report.
Identifying and managing our risks
Our global framework allows us to identify, measure, manage and
monitor strategic and operational risks across our footprint. It
provides management with a clear line of sight over risk to enable
informed decision making.
Process for identifying our principal risks
Defining our principal risks begins with all local markets and
entities reporting their biggest risks to create a Group-wide view.
The output is used in interviews with around 40 of our senior
leaders to gather their insights. The results of both exercises are
then aggregated, and considered through the lens of the Company's
strategic objectives for the year ahead, to produce our principal
risks which are then approved by the Executive Committee, and
reviewed by the Audit & Risk Committee and the Board.
Strengthening our framework
We constantly strive to improve risk management and have made
the following enhancements over the last 12 months:
-- Linking risk to decision making - we have launched a new
process to improve visibility of risk in decision making in
relation to our strategic and operational risks.
-- Linking risk to budget - we have worked with colleagues in
Finance to ensure that any actions required to achieve target risk
tolerance levels are flagged and tracked as part of the Group's
main budget and forecasting process.
-- Extending the risk management framework - we have created
specialist frameworks within our Security function and our
Enterprise business to improve the link between strategic and
operational risk management.
Our principal risks
Key changes in the year
The principal risks have been updated to reflect developments in
our strategic priorities as well as progress made in managing
them.
Key changes:
-- Disintermediation - (risk 5) has been separated from market
disruption (risk 3) as the potential causes for these risks are
managed differently.
New risks:
-- Effective digital and technological transformation - this
risk has increased due to the importance of delivering the 'Digital
Vodafone' agenda to protect the core business, drive efficiencies
and explore new growth areas. It continues to address the
associated risk of failing to deliver a differentiated customer
experience and has been expanded to include the risk of an IT
transformation failure (a separate principal risk in FY17/18).
-- Effective data management - this newly formulated risk
reinforces the importance of General Data Protection Regulation
(GDPR) as a business transformation programme and also recognises
the strategic value of effectively managing our data assets in a
digital economy.
-- Allocation of the Group's capital - this risk that covers the
failure to deliver long-term value to shareholders if we were
unable to manage our capital effectively and successfully integrate
acquisitions and disposals.
Risks removed:
-- The Convergence and Enterprise profitability risks have
dropped below the materiality level for principal risks due to
positive trends in 2018.
What we do with our principal risks
Accountability - Assign ownership for risks and mitigations
Tolerance - Set tolerance for risk taking and benchmark against
our current position
Risk reduction - Identify and track actions when out of
tolerance
Informed decisions - Inform budget and strategic decisions
Oversight - Focal point for Executive Committee and Board deep
dives
Assurance - Audit and Compliance teams use the risks to inform
assurance planning and test how effectively risks are being
managed
Risk management in action: Brexit implications
The Board continues to keep the possible implications of Brexit
for Vodafone's operations under review.
A cross-functional team, led by two Executive Committee members,
has identified ways in which Brexit might affect the Group's
operations. Despite the Article 50 Notice having been served, there
remains insufficient information about the likely terms of the
post-Brexit arrangements between the UK and the EU, as well as
about any possible transitional arrangements, to draw any
conclusions about the probable impact. There is however more
clarity on the timetable, as any future arrangement regarding the
future relationship between the EU and the UK would have to enter
into force either at the formal date of exit (30 March 2019) or at
the expiration of a potential transition period (31 December 2020)
to avoid a so-called "cliff edge" scenario.
Although we are a UK headquartered company, a very large
majority of our customers are in other countries, accounting for
most of our revenue and cash flow. Each of our national operating
companies is a stand-alone business, incorporated and licensed in
the jurisdiction in which it operates, and able to adapt to a wide
range of local developments. As such, our ability to provide
services to our customers in the countries in which we operate,
inside or outside the EU, is unlikely to be affected by Brexit. We
are not a major international trading company, and do not use
passporting for any of our major services or processes.
Depending on the arrangements agreed between the UK and the EU,
two issues that could directly affect our operations, in both cases
potentially causing us to incur additional cost, are:
- creation of a data frontier between the UK and the EU: the
inability to move data freely between the UK and EU countries might
cause us to have to move some technical facilities, and affect
future network design; and
- inability to access the talent we need to run a multinational
Group operation from the UK: increased controls over or
restrictions to our ability to employ leading talent from non UK
markets could cause us to have to adjust our operating model to
ensure that we attract and retain the best people for the roles we
have.
A further, indirect, issue that could affect our future
performance would arise if the Brexit process caused significant
revisions to macro-economic performance in our major European
markets including the UK, thus affecting the economic climate in
which we operate, and in turn impacting the performance of the
operating companies in those markets.
Key to principal risks
1. Cyber threat and information security - external or internal
attack resulting in service unavailability or data breach.
2. Adverse political and regulatory measures - excessive pricing
of 5G licences, tax authority challenges, incumbent
re-monopolisation
3. Market disruption - new telco entrants with lean & agile
models and unlimited offers creating increase competitive
pressure
4. Effective digital and technological transformation - failure
to create an agile, digital telco able to deliver a differentiated
customer experience
5. Disintermediation- tech players gaining customer relevance through emerging technology
6. Global economic disruption / adequate liquidity - economic
disruption and uncertainty reducing consumer spending and ability
to refinance
7. Technology resilience - failure of critical IT, fixed or
mobile assets causing service disruption
8. Effective data management - data management failures leading
to missed commercial opportunities or a GDPR breach
9. Legal and regulatory compliance - non compliance with laws
and regulations including customer registration, anti-bribery,
competition law, anti-money laundering, sanctions and intellectual
property rights requirements
10. Allocation of the Group's capital- failure to maximise
returns to shareholders due to inefficient use of capital
11. EMF health related risks - EMF found to pose health risks
causing reduction in mobile usage or litigation
Interconnected risk
Our principal risks are presented individually, but in managing
these risks, we also consider how they relate to each other and the
potential cumulative effects. Identifying the interconnectivity
between risks allows us to prioritise areas that require increased
oversight and remedial action.
Cyber threat and information security
Risk owners: Johan Wibergh / Joakim Reiter
Risk movement: Stable
Risk category: Technology
Link(s) to the strategic programmes: Network leadership /
Customer eXperience eXcellence / Digital Vodafone
What is the risk?
An external attack, insider threat or supplier breach could
cause service interruption or confidential data breaches.
What is the impact?
Failing to protect our customer information and service
availability could have major customer, financial, reputational and
regulatory impact in all markets in which we operate.
What is our target tolerance position?
We aim for a secure digital future for our customers. Security
underpins our commitment to protecting our customers with reliable
connections and keeping their data safe. We seek to avoid material
breach, loss of data or reputational impact from a cyber event.
How do we manage it?
We protect Vodafone and our customers from cyber threats through
strong basic security, a leading Cyber Defence team and
customer-focused security supported by simple risk led processes
centrally and in local markets.
Key risk indicators
We monitor multiple trends including:
Confirmed security incidents
Security control effectiveness
Independent measurements of security on our networks
Changes since last report
We continue to make progress with our security strategies and
have seen improvements in our control effectiveness. We have
launched a new Security Risk, Control and Assurance Framework to
provide guidance and oversight across all Security risks.
Adverse political and regulatory measures
Risk owners: Nick Read / Joakim Reiter
Risk movement: Stable
Risk category: Legal and Regulatory
Link(s) to the strategic programmes: Network leadership / Fit
for Growth
What is the risk?
The scale and complexity of political and regulatory risk is
increasing especially as digital becomes the backbone of economic
growth, potentially resulting in political intervention and
competitive disadvantage.
5G spectrum auctions are also underway in many jurisdictions
which could lead to unfair spectrum allocation or pricing.
What is the impact?
If the cost of operations were to significantly increase,
directly or indirectly, this would impact our profitability and
returns to shareholders.
What is our target tolerance position?
We seek actively to engage with governments, regulators and tax
authorities to encourage good working relationships and to help
shape potential impacts of legislative change on the Group.
We look for spectrum auctions to be fair for all participants
both in terms of ability to access auctions and pricing of
spectrum.
How do we manage it?
We engage with top level policy makers and influencers,
addressing issues openly, with clear arguments to find mutually
acceptable ways forward.
We plan our approach to spectrum auctions to ensure we achieve
fair access at sustainable prices.
Key risk indicators
We monitor
-- Public sentiment, changes to laws and regulations, number and
value of disputes across the Group
-- Benchmarking of spectrum cost between countries
Changes since last report
We continue to engage with Governments, regulatory and public
bodies and have seen some success in our strategy, particularly in
Europe. We are seeing increasing regulatory intervention in areas
like privacy, security and net neutrality.
We have had recent success in spectrum auctions which will allow
us to continue to maintain network leadership positions.
Market disruption
Risk owner: Serpil Timuray
Risk movement: Stable
Risk category: Commercial
Link(s) to the strategic programmes: Network leadership /
Customer eXperience eXcellence / Digital Vodafone
What is the risk?
New entrants to markets or competitors with lean modeals could
create pricing pressure. As more competitors move to lean agile
models with unlimited bundles, this may also impact profitability
in the short to medium term through price erosion.
What is the impact?
Our market position and revenues could be damaged by failing to
provide the services that our customers want at a fair price.
What is our target tolerance position?
We will evolve our offer and adopt an agile operating model to
mitigate competitive risks. We will do this through targeted
offers, smart pricing models and differentiated customer
experience.
How do we manage it?
We monitor the competitor landscape in all markets, and react
appropriately; working to make sure each market has a fair and
competitive environment.
We will continue to improve our Consumer and Enterprise
proposition using our digital strategies and our ability to create
personalised offerings.
Key risk indicators:
Trends in competitor behaviour
Level of customers actively using our new products and
services
Changes since last report
Our joint venture in India is close to receiving regulatory
approval. The merged entity should be better able to compete in its
marketplace. We face increasing competition in some European
markets and are managing this through developing new commercial
strategies, differentiated offerings and customer experience.
Effective digital and technological transformation
Risk owner: Serpil Timuray
Risk movement: Increased
Risk category: Commercial
Link(s) to the strategic programmes: Network leadership /
Customer eXperience eXcellence / Fit for Growth / Digital
Vodafone
What is the risk?
We plan to accelerate the evolution of Vodafone towards a
digital future to improve customer experience, increase speed to
market and operating in an efficient and agile manner. Failure to
do this could lead to missed commercial opportunities, increased
cost of working and customer service failures.
What is the impact?
Failure to deliver on our digital and customer experience
objectives could result in lack of differentiation leading to
increased customer churn and eventual loss of market share.
What is our target tolerance position?
We aim to be a leading digital company with modern systems,
skills and talent to ensure a world-class digital offering.
How do we manage it?
We are running a company-wide transformation programme, Digital
Vodafone, with direct sponsorship of our executive team. The
program has specific modules across each functional area,
coordinated centrally and executed locally, to drive our key
priorities. We are also implementing a new operating model (Digital
Vodafone) in our operating companies to ensure a fast pace of
change on digital.
Key risk indicators
Measurement of NPS
Tracking of digital KPIs and objectives across all markets
Changes since last report
This is a new risk which encompasses the previous CXX and IT
Transformation risks.
Disintermediaton
Risk owner: Serpil Timuray
Risk movement: Stable
Risk category: Commercial
Link(s) to the strategic programmes: Network leadership /
Customer eXperience eXcellence / Digital Vodafone
What is the risk?
We face increased competition from a variety of new technology
platforms which could impact our customer relationships and
experience. We must be able to keep pace with new technology to
compete in changing markets while maintaining high levels of
customer service.
What is the impact?
If we do not provide the digital technologies and service our
customers want, we may lose customer relevance, market share and
revenue.
What is our target tolerance position?
We offer a superior customer experience and continually improve
our offering through a wide set of innovative products and
services, including fixed and mobile content, IoT and voice over
LTE. We also develop innovative new products and explore new growth
areas such as 5G, IoT, convergence, digital services, data
analytics, AI and security so that we continue to meet our
customer's needs.
How do we manage it?
We continually create innovative propositions and services while
evolving our customer experience to strengthen the relationship
with our customers.
Key risk indicators
Trends in new technologies
Level of customers actively using our new products and
services
Changes since last report
This risk was previously managed as part of the wider Market
Disruption risk but has now been split out to ensure appropriate
consideration is given to our product and service offering. Over
the last 12 months, we have seen the strengthening of OTTs message
and voice platforms, the boom of digital assistants powered by AI
and the continuing growth of Enterprise OTTs.
Global economic disruption / adequate liquidity
Risk owner: Nick Read
Risk movement: Stable
Risk category: Financial
Link(s) to the strategic programmes: Fit for Growth
What is the risk?
As a multinational business, we operate in many countries and
currencies, so changes to global economic conditions can impact us.
Any major economic disruption could result in reduced spending
power for our customers and impact our ability to access capital
markets. A relative strengthening or weakening of the major
currencies in which we transact could impact our profitability.
What is the impact?
Economic instability and subsequent reductions in corporate and
consumer spending or an impact on capital markets could restrict
our refinancing options. A relative strengthening or weakening of
the major currencies in which we transact could impact our
profitability.
What is our target tolerance position?
We take a conservative approach to financial risks which
reflects our diverse business.
We carefully manage our liquidity and access to capital markets
to limit our exposure to unstable economic conditions.
How do we manage it?
We maintain access to long and short term capital markets
through diversified sources of funding.
We forecast with contingencies in our business plans to cater
for negative operational impacts that could occur from a variety of
drivers including the impact from lower economic growth than is
generally expected.
Key risk indicators
Current credit rating
Average life and cost of debt
Currency and interest rate exposures
Monitoring of economic and financial market drivers
Changes since last report
There are no significant changes to this risk. We continue to
take action to increase the average life of our bond debt and
interest rate fixing.
Technology resilience
Risk owner: Johan Wibergh
Risk movement: Stable
Risk category: Technology
Link(s) to the strategic programmes: Network leadership /
Customer eXperience eXcellence / Digital Vodafone
What is the risk?
A technology site loss could result in a major impact on our
customers, revenues and reputation. This could involve all major
technology sites including: mobile, fixed, and data centres.
What is the impact?
Major incidents caused by suppliers, natural disasters or an
extreme technology failure, although rare, could result in the
complete loss of a key technology site causing severe impact on our
customers, revenues and reputation.
What is our target tolerance position?
Our customer promise is based on reliable availability of our
network, therefore the recovery of critical mobile, fixed and IT
services must be fast and robust.
How do we manage it?
Unique recovery targets are set for critical sites to limit the
impact of service outages. A global policy supports these targets
with minimum controls to ensure effective resilience.
We monitor the lifespan of critical assets and maintain back up
where necessary
Key risk indicators
Number of critical sites able to meet the recovery targets
Levels of incidents / near misses
Results of simulated recovery testing
Building a resilient future by evolving our services to cloud
based solutions
Changes since last report
Our technology resilience levels continue to mature across all
sites. Resilience levels were tested following network outages in
some markets and we have worked to make improvements based on the
lessons learned from these incidents.
Effective data management
Risk owner: Serpil Timuray
Risk movement: Increased
Risk category: Commercial
Link(s) to the strategic programmes: Network leadership /
Customer eXperience eXcellence / Digital Vodafone
What is the risk?
We process vast amounts of data and are subject to numerous
compliance, security, privacy, data quality and regulatory
requirements. Processing and using this data is critical to
fulfilling our customers' service expectations in a digital world,
but must be done according to an informed consent framework with
clear and traceable permissions.
What is the impact?
Failure to achieve data governance could lead to data
mismanagement thereby preventing us achieving our data strategic
goals, and processing of data ethically in line with our values. If
we do not use data (with appropriate permissions) to inform our
services and offers, we will not be able to meet customer
expectations, which will have a negative effect on both NPS and
customer lifetime value.
What is our target tolerance level?
We aim to use data to improve the efficiency of our operations
and to continually develop data centric business models.
We seek to process personal data honestly, ethically, with
integrity, and always consistent with applicable laws and our
values.
We provide our customers with transparency, choice and
understanding of their rights through our permissions
framework.
How do we manage it?
We are enhancing our data governance framework to ensure quality
data supports our strategy.
Our Privacy and Security teams work to ensure that we collect,
process and store data in line with our own policies and applicable
law.
Key risk indicators
Compliance with GDPR requirements
Adherence to customer permissions framework
Security testing and audits
Changes since last report
Included in the principal risks for the first time
Legal and regulatory compliance
Risk owners: Rosemary Martin
Risk movement: Decreasing
Risk category: Legal and Regulatory
Link(s) to the strategic programmes: Customer eXperience
eXcellence / Digital Vodafone
What is the risk?
Vodafone must comply with a multitude of local and international
laws as well as more specific regulations. These include licence
requirements, customer registrations, anti-money laundering,
competition law, anti-bribery law, intellectual property rights and
economic sanctions.
What is the impact?
Non-compliance with legislation or regulatory requirements could
lead to reputational damage, financial penalties and/or suspension
of our license to operate.
What is our target tolerance level?
We seek to comply with all applicable laws and regulations in
all of our markets.
How do we manage it?
We have subject matter experts in legal and regulatory teams at
a local and global level, and a robust overarching policy
compliance framework with underlying specialist compliance
programmes.
We train our employees in 'Doing what's right', our training and
awareness programme which sets our ethical culture across the
organisation and ensures employees understand their role in
ensuring compliance.
Key risk indicators
Results of the annual compliance testing programme
Number of Speak Up cases in each market
Changes to applicable legal and regulatory requirements
Changes since last report
Data privacy has now moved into our Data Management risk. Due to
an increase in patent infringement threats and claims, intellectual
property rights are now considered as part of this risk.
Allocation of the Group's capital
Risk owner: Nick Read
Risk movement: Increased
Risk category: Commercial
Link(s) to the strategic programmes: Network Leadership / Fit
for Growth
What is the risk?
We may not effectively allocate the Group's capital to maximise
returns by failing to identify opportunities, agree appropriate
terms, legally complete and successfully execute strategically
important acquisitions, partnerships, including joint ventures, and
disposals.
What is the impact?
If we fail to make the correct investment decisions or to
execute our strategy in line with expectations, our cash flow,
revenue and profitability could be negatively impacted.
What is our target tolerance level?
We see opportunities to improve the effective deployment of our
capital.
How do we manage it?
Our strategic planning process identifies both risks and
opportunities for effective deployment of capital. Any
opportunities for change are carefully scoped before agreements are
made to ensure we take the correct level of risk.
We carefully manage the external approval processes and the
subsequent integration through the alignment of policies, processes
and systems to ensure maximum benefit is delivered.
Key risk indicators
Achievement of synergies
Compliance with our policies and standards
Changes since last report
Included in the principal risks for the first time.
Electro-magnetic fields related health risks
Risk owner: Joakim Reiter
Risk movement: Stable
Risk category: Legal and regulatory
Link(s) to the strategic programmes: Network leadership /
Customer eXperience eXcellence
What is the risk?
Electromagnetic signals emitted by mobile devices and base
stations may be found to pose health risks, with potential impacts
including: changes to national legislation, a reduction in mobile
phone usage or litigation.
What is the impact?
This is an unlikely risk; however, it would have a major impact
on services used by our customers in all our markets - particularly
in countries that have a very low tolerance for environmental and
health related risks.
What is our target tolerance position?
Vodafone does not want to expose anyone to levels of EMF above
those mandated by regulators.
We comply with national standards, where existing, and with our
own EMF policy, based on international science guidelines. Our
vision is to lead within the industry in responding to public
concern about mobiles, masts and health.
How do we manage it?
Our Group EMF Board manages potential risks through cross sector
initiatives and oversees a global programme to respond to public
concern.
We monitor scientific developments and engage with relevant
bodies to support the delivery and transparent communication of the
scientific research agenda set by the World Health
Organisation.
Key risk indicators
We monitor:
Scientific research
International standards and guidelines
Public perception
Compliance with EMF policies
Changes since last report
There are no material changes to the risk.
Long-Term Viability Statement
The UK Corporate Governance Code ("the Code")
The Code requires the Directors to assess the prospects of the
Group over a period significantly longer than 12 months and whether
they have a reasonable expectation that the Company will be able to
continue in operation and meet its liabilities as they fall due
over the period of their assessment.
The review period
The Board has concluded that the most relevant time period for
this assessment continues to be three years, as the period in which
the principal risks (particularly those of an operational nature)
are expected to develop, in what is a fairly dynamic industry
sector with the potential impact from digital transformation a fast
evolving risk. This time horizon is also supported by the business
planning and forecasting cycle.
The Vodafone methodology
The Board carried out an assessment of the principal risks
facing the Group that would threaten its business model, future
performance, solvency or liquidity. The assessment starts with the
available headroom as of 31 March 2018 and follows a three-stage
approach to stress test it (as shown in the diagram).
Key assumptions
The plans and projections prepared as part of this forecasting
cycle include the Group's cash flows, committed and required
funding and other key financial ratios. They were drawn up on the
basis that debt refinance will be available in all plausible market
conditions and that there will be no material changes to the
business structure over the review period. The Group has also taken
into account the liquidity implications of merger and acquisition
activity not yet completed. As of 31 March 2018, the Group had
sources of liquidity (comprised mainly of cash and cash
equivalents, and available facilities) of EUR18.9bn, excluding cash
in the held for sale Indian subsidiary.
Viability statement
Having considered the principal risks facing the Group and their
inherent uncertainty, as well as the likely effectiveness of the
planned mitigating actions, the Directors deem that the process of
stress-testing the Group's prospects is reasonable and appropriate.
The cash and facilities available to the Group as of 31 March 2018,
along with options available to reduce cash outgoings, provide
sufficient headroom, which remained positive in all scenarios
tested. Therefore, the Directors confirm that they have a
reasonable expectation that the Group remains in operation and is
able to meet its liabilities as they fall due up to 31 March
2021.
RELATED PARTY TRANSACTIONS
The Group has a number of related parties including joint
arrangements and associates, pension schemes and Directors and
Executive Committee members (see note 12 "Investments in associates
and joint arrangements", note 25 "Post employment benefits" and
note 23 "Directors and key management compensation" to the
consolidated statements in the 2018 Annual Report).
Transactions with joint arrangements and associates
Related party transactions with the Group's joint arrangements
and associates primarily comprise fees for the use of products and
services including network airtime and access charges, fees for the
provision of network infrastructure and cash pooling
arrangements.
No related party transactions have been entered into during the
year which might reasonably affect any decisions made by the users
of these consolidated financial statements except as disclosed
below.
2018 2017 2016
EURm EURm EURm
----------------------------------------------------- -------- -------- ------
Sales of goods and services to associates 19 37 39
Purchase of goods and services from associates 1 90 118
Sales of goods and services to joint arrangements 194 19 21
Purchase of goods and services from joint
arrangements 199 183 92
Net interest income receivable from joint
arrangements (1) 120 87 92
----------------------------------------------------- -------- -------- ------
Trade balances owed:
by associates 4 - 1
to associates 2 1 4
by joint arrangements 107 158 232
to joint arrangements 28 15 71
Other balances owed by joint arrangements(1) 1,328 1,209 108
Other balances owed to joint arrangements
(1) 150 127 106
----------------------------------------------------- -------- -------- ------
Note:
1 Amounts arise primarily through VodafoneZiggo, Vodafone
Hutchison Australia and Cornerstone Telecommunications
Infrastructure Limited. Interest is paid in line with market
rates.
Dividends received from associates and joint ventures are
disclosed in the consolidated statement of cash flows.
Transactions with Directors other than compensation
During the three years ended 31 March 2018, and as of 15 May
2018, no Director nor any other executive officer, nor any
associate of any Director or any other executive officer, was
indebted to the Company.
During the three years ended 31 March 2018 and as of 15 May
2018, the Company has not been a party to any other material
transaction, or proposed transactions, in which any member of the
key management personnel (including Directors, any other executive
officer, senior manager, any spouse or relative of any of the
foregoing or any relative of such spouse) had or was to have a
direct or indirect material interest.
DIRECTORS' RESPONSIBILITY STATEMENT
As set out above, this statement is repeated here solely for the
purposes of complying with Disclosure Guidance and Transparency
Rule 6.3.5. This statement relates to and is extracted from the
2018 Annual Report.
Responsibility is for the full 2018 Annual Report not the
extracted information presented in this announcement and the final
results announcement.
Each of the Directors, whose names and functions are listed on
pages 48 and 49 confirm that, to the best of their knowledge:
-- the consolidated financial statements, prepared in accordance
with IFRS as issued by the IASB and IFRS as adopted by the EU, give
a true and fair view of the assets, liabilities, financial position
and profit of the Group;
-- the parent company financial statements, prepared in
accordance with United Kingdom generally accepted accounting
practice, give a true and fair view of the assets, liabilities,
financial position and profit of the Company; and
-- the Strategic Report includes a fair review of the
development and performance of the business and the position of the
Group, together with a description and robust assessment of the
principal risks and uncertainties that it faces.
The Directors are also responsible under section 172 of the
Companies Act 2006 to promote the success of the Company for the
benefit of its members as a whole and in doing so have regard for
the needs of wider society and stakeholders, including customers,
consistent with the Group's core and sustainable business
objectives. Having taken advice from the Audit and Risk Committee,
the Board considers the report and accounts, taken as a whole, is
fair, balanced and understandable and that it provides the
information necessary for shareholders to assess the Company's
position and performance, business model and strategy.
Neither the Company nor the Directors accept any liability to
any person in relation to the Annual Report except to the extent
that such liability could arise under English law. Accordingly, any
liability to a person who has demonstrated reliance on any untrue
or misleading statement or omission shall be determined in
accordance with section 90A and schedule 10A of the Financial
Services and Markets Act 2000.
By Order of the Board
Rosemary Martin
Group General Counsel and Company Secretary
15 May 2018
This document contains "forward-looking statements" within the
meaning of the US Private Securities Litigation Reform Act of 1995
with respect to the Group's financial condition, results of
operations and businesses and certain of the Group's plans and
objectives. Forward-looking statements are sometimes, but not
always, identified by their use of a date in the future or such
words as "will", "anticipates", "aims", "could", "may", "should",
"expects", "believes", "intends", "plans" or "targets". By their
nature, forward-looking statements are inherently predictive,
speculative and involve risk and uncertainty because they relate to
events and depend on circumstances that will occur in the future.
There are a number of factors that could cause actual results and
developments to differ materially from those expressed or implied
by these forward-looking statements. A review of the reasons why
actual results and developments may differ materially from the
expectations disclosed or implied within forward-looking statements
can be found under "Forward-looking statements" on page 221 of the
2018 Annual Report. All subsequent written or oral forward-looking
statements attributable to the Company or any member of the Group
or any persons acting on their behalf are expressly qualified in
their entirety by the factors referred to above. No assurances can
be given that the forward-looking statements in this document will
be realised. Subject to compliance with applicable law and
regulations, Vodafone does not intend to update these
forward-looking statements and does not undertake any obligation to
do so.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
ACSUAUARWNANRAR
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June 01, 2018 09:13 ET (13:13 GMT)
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