TIDMVOD
RNS Number : 7850A
Vodafone Group Plc
31 May 2019
31 May 2019
Vodafone Group Plc ("Vodafone" or the "Company")
Publication of the 2019 Annual Report
Vodafone will today publish on the Company's website its Annual
Report for the year ended 31 March 2019 (the '2019 Annual Report'.
The Annual Report is available at vodafone.com/ar2019.
In compliance with Listing Rule 9.6.1 of the UK Financial
Conduct Authority ('FCA'), the 2019 Annual Report 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 2019 and their impact on the
financial statements were included in Vodafone's final results
announcement released on 14 May 2019. That information, together
with the information set out below, which is extracted from the
2019 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 2019 Annual Report. Page and note
references in the text below refer to page numbers in the 2019
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 44 to 51 of the 2019 Annual
Report.
Our risks and uncertainties
We operate a global risk framework, across all of our local
markets and group entities. This ensures our strategic and
operational risks are identified, managed, assured and reported in
a consistent way. It is an evolving framework as we continually
seek to improve and enhance our risk management processes.
Identifying our principal risks
Our process begins with collating input from all local markets
and Group entities on their most significant risks, having regard
to their own local strategic priorities and external environments.
This is consolidated into a group-wide view and presented to over
40 of our senior leaders, who add their own input on strategic,
functional and emerging risks.
This year we added a further lens to the assessment of our risk
landscape by including the output from modelling severe but
plausible scenarios. We model various scenarios for each risk and
examples of these can be found in the principal risks on the
following pages. This activity allowed us to supplement the usual
qualitative data with some useful quantitative data, providing
insight into the potential impact of the risks.
The proposed principal risks are then reviewed and agreed by a
range of stakeholders, including our Executive Committee, Audit and
Risk Committee and Board.
Risk categories
We have updated the way our risks are categorised. The new
approach allows us to consider the risks on a continuum reflecting
the degree to which we can seek to control the risks, which in turn
reflects the appropriate level of oversight and assurance required
to appropriately manage these risks.
Strengthening our framework
Over the course of the year, we have:
People and skills: worked to develop local risk teams through a
series of community events with soft skills training, best practice
sharing and technical guidance.
Governance: improved local oversight of risk by briefing our
local market and group entity oversight committees on a regular
basis.
Coverage: extended our risk framework to provide more detailed
coverage of some of our largest functions, like Technology and some
specialist areas, such as Partner Markets and M-Pesa.
Tools and technology: enhanced the use of our global risk tool
by incorporating additional control frameworks and assurance
activities that manage our risks, integrating risk and assurance
into one system. This approach was recognised with an award from
Continuity, Risk and Insurance magazine for the 'Best Use of
Technology in Risk Management'.
Linking risk to budget: provided intelligence on risk for the
capital allocation discussions, identifying areas where budget is
required to effectively manage our risks within tolerance.
Emerging and longer term risks: created a watchlist of emerging
threats and developing risks. This allows us to consider risks
where the threat is longer term and the resulting impact and
potential mitigation may not yet be clear.
Key changes in the year
Changes to risks:
Allocation of the Group's capital has been split, partly merging
with the existing Global economic disruption/adequate liquidity
risk and also forming part of the new Successful integration of new
assets and management of joint ventures risk.
EMF health related risk has been moved to our watchlist as a
longer-term potential risk. More detail on this risk can be found
in the relevant section on page 51.
Effective data management was removed during the course of risk
reviews in FY19 with the Privacy component being merged into the
Legal Compliance risk.
New risks:
Geopolitical risk in supply chain: relates to global trade wars
and security concerns that could result in restrictions on key
equipment. This could have a significant financial, legal, supply
chain or operational implications.
Successful integration of new assets and management of joint
ventures: relates to failure to realise the expected benefits from
acquisitions (subject to completion) and jointly controlled
businesses that could result if we are unable to effectively manage
the integration or any governance failures.
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 - Regulatory
measures impacting strategy; tax challenges
3. Global economic disruption / adequate liquidity - Economic
disruption or another risk materialising impacts our ability to
refinance
4. Geo-political risk in supply chain - Global trade wars and
security concerns impact our supply chain
5. Digital transformation and simplification - Failure to
deliver business and IT transformation targets
6. Market disruption - New telecom operators entering the market; price wars reduce margins
7. Technology resilience - Failure of key IT, fixed or mobile assets causing service disruption
8. Successful integration of new assets and management of joint
ventures - Failure to achieve synergies expected from integration
of new assets; risk that joint ventures do not operate
effectively
9. Legal compliance - Non-compliance with laws including
privacy, anti-bribery, competition law, anti-money laundering and
sanctions
10. Disintermediation - Technology players gaining customer
relevance through emerging technology
Interconnections between the risks
We continue to consider risks both individually and collectively
in order to fully understand our risk landscape. By identifying the
correlation between risks, we can ensure that those that have the
potential to cause, impact or increase another risk are weighted
appropriately. This exercise also helps to inform our scenario
analysis, particularly the combined scenario used in the Long Term
Viability Statement (pages 50 and 51).
Cyber threat and information security
Risk owner: Johan Wibergh
Risk movement: Stable
Risk category: Technological
What is the risk:
An external cyber-attack, insider threat or supplier breach
could cause service interruption or the loss of confidential data.
Cyber threats could lead to major customer, financial, reputational
and regulatory impact across all our local markets.
How we manage it:
We protect Vodafone and our customers from cyber threats by
continuing to strengthen global and local security controls, a 24x7
cyber defence capability and customer-focused security.
Our target tolerance:
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 any
breaches, loss of data or reputational impact from a
cyber-event.
Example Scenario:
Scenarios could include attacks on individual markets, parts of
our network or large-scale intrusions spanning multiple
markets.
Emerging threats:
Cyber risk is constantly evolving in line with technological
advances and geo-political developments. We anticipate threats will
continue to evolve in areas such as IoT, supply chain, cloud
computing, and the use of machine learning.
Adverse political and regulatory measures
Risk owners: Joakim Reiter/Margherita Della Valle
Risk movement: Stable
Risk category: Strategic/External
What is the risk:
Operating across many markets and jurisdictions means we deal
with a variety of complex political and regulatory landscapes. In
any of these environments, we face changes in taxation, political
intervention and potential competitive disadvantage. This also
includes our participation in spectrum auctions.
How we manage it:
We engage with top-level policy makers and influencers,
addressing issues openly, with clear arguments to find mutually
acceptable ways forward.
Our target tolerance:
We actively seek 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.
Example Scenario:
We do not receive the requisite approvals to allow us to
complete our planned strategic acquisitions.
Emerging threats:
As connectivity starts to underpin the functioning of different
industrial sectors, there is a risk of onerous coverage obligations
and regulatory fragmentation through sector-specific connectivity
rules.
In addition, there is a risk of national fragmentation in
relation to emerging technology topics such as AI, which are being
dealt with by a variety of institutions.
Global economic disruption / adequate liquidity
Risk owner: Margherita Della Valle
Risk movement: Increased - Given the acquisition of Liberty
Global, our debt levels are expected to increase.
Risk category: Financial
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.
How we manage it:
We maintain access to long and short-term capital markets
through diversified sources of funding and ensure the resilience of
our balance sheet through the long term duration of our debt.
Our target tolerance:
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.
Example Scenario:
A financial crisis impacts on our ability to refinance or access
commercial paper or bond markets.
Emerging threats:
Because this is an externally driven risk, the threat
environment is continually changing.
Geo-political risk in supply chain
Risk owner: Joakim Reiter
Risk movement: New
Risk category: Strategic / External
What is the risk:
We operate and develop a complex infrastructure in the countries
in which we are present. Our networks and systems are dependent on
a wide range of suppliers internationally. If we were unable to
execute our plans, we, and the industry, would face potential
delays to network improvements and increased costs.
How we manage it:
We are closely monitoring the political situation around our key
suppliers. We are also engaging with governments, experts and
suppliers to remain fully informed so that we can respond
accordingly and we will always comply with the latest
regulations.
We are working with our supply chain to ensure continuity of
supply of core equipment in the event of an impact from Brexit.
Our target tolerance:
We have a range of supplier relationships and we manage these
closely with our procurement specialists. We endeavour to ensure
there is sufficient choice of appropriate suppliers in an active
and competitive marketplace.
Example Scenario:
There is disruption to our supply chain due to international
trade rulings.
Emerging threats:
As the political landscape changes globally, we could see an
increase in trade wars between major world powers.
Digital transformation and simplification
Risk owner: Ahmed Essam
Risk movement: Stable
Risk category: Operational
What is the risk:
We are currently implementing a major transformation plan to
evolve Vodafone into a Digital 'First' company with an aim to
deliver world-class customer experience, increase our speed to
market and increase operational efficiencies through automation and
AI. Failure to do this could lead to missed commercial
opportunities, increased costs and customer experience issues.
How we manage it:
Digital 'First' is a company-wide transformation programme, with
direct sponsorship from our Executive Committee. We have clearly
defined objectives and target KPIs for the overall programme and
each functional area, coordinated centrally and executed locally.
We are continuously driving simplification to reduce the complexity
of our products and propositions with clearly defined objectives
and target KPIs.
Our target tolerance:
We aim to be a leading digital company with the right mix of
efficient systems, relevant skills and digital expertise to deliver
a world-class customer experience.
We have made excellent progress in the first 15 months of
implementation hitting most of our targets, but have an ambitious
agenda ahead in the next 24 months.
Example Scenario:
Failure to retain customers through a differentiated experience
and to achieve our simplification targets.
Emerging threats:
The digital transformation strategy considers emerging threats
and factors these into the ongoing programme management.
Market disruption
Risk owner: Ahmed Essam
Risk movement: Decreased - Uncertainty over new competition
remains in some markets, known threats in other key markets have
eased over the last 12 months.
Risk category: Strategic/External
What is the risk:
New entrants to markets or competitors with lean models could
create pricing pressure. The push of competitors towards unlimited
bundles could lead to price erosion, which might affect
profitability in the short to medium term.
How we manage it:
We monitor the competitor environment in all markets, and react
appropriately. We have already seen different elements of this
disruption in Italy and Spain in the past 12-18 months. Although
disruption threat remains in some markets, in most markets we are
moving towards a more stable landscape.
Our target tolerance:
We will evolve our offer and adopt an agile commercial model to
mitigate competitive risks. We will do this through targeted
offers, smart pricing models and differentiated customer
experience.
Example Scenario:
A loss of market share in a major market due to changing
behaviour from existing competitors.
Emerging threats:
Because this is an externally driven risk, the threat
environment is continually changing.
Technology resilience
Risk owner: Johan Wibergh
Risk movement: Stable
Risk category: Technological
What is the risk:
A technology site loss could result in a major impact on our
customers, revenues and reputation. This covers mobile and fixed
sites as well as data centres. Our resilience programme also
extends to wider service platforms, including television and
payments.
How we manage it:
Unique recovery targets are set for essential sites to limit the
impact of service outages. A global policy supports these targets
with requisite controls to ensure effective resilience.
We monitor the lifespan of key assets and maintain back-up where
necessary.
Our target tolerance:
Our customer promise is based on reliable availability of our
network, therefore the recovery of key mobile, fixed and IT
services must be fast and robust.
Example Scenario:
The loss of essential assets across our networks and internal IT
infrastructure.
Emerging threats:
We could be impacted by an increase in extreme weather events
caused by climate change which may increase the likelihood of a
technology failure.
New assets inherited from acquired businesses may not be aligned
to our target resilience levels which may increase the likelihood
of a technology failure.
Successful integration of new assets and management of joint
ventures
Risk owner: Hannes Ametsreiter / Vivek Badrinath
Risk movement: New
Risk category: Operational
What is the risk:
Subject to regulatory approvals, we are undertaking a
large-scale integration of new assets across multiple markets. If
we do not complete this in a timely and efficient manner, we would
not see the benefit of planned synergies and could face additional
costs or delays to completion. The successful integration also
requires that an important number of technology platforms/services
are migrated on time before the termination of the transitional
services agreements.
We also have a number of joint ventures in operation and must
ensure that these operate effectively.
How we manage it:
We have integration specialists working on the planning of all
integration activities and if deals are approved, there will be
teams to coordinate and control execution of the multiple
projects/activities that constitute the multi-year integration
plan.
We have robust governance in place to manage our joint ventures
effectively.
Our target tolerance:
Our aim is to integrate businesses efficiently and effectively
in order to achieve the best possible return on investment and
realise the expected synergies.
Example Scenario:
Integration of a major new acquisition is delayed and benefits
cannot be realised as quickly as planned.
Emerging threats:
This is a new risk so all currently known threats have been
included as part of the principal risk.
Legal compliance
Risk owners: Rosemary Martin
Risk movement: Stable
Risk category: Operational
What is the risk:
Vodafone must comply with a multitude of local and international
laws. These include laws relating to: privacy; anti-money
laundering; competition; anti-bribery; and economic sanctions.
Failure to comply with these laws could lead to reputational
damage, financial penalties and/or suspension of our licence to
operate.
How we manage it:
We have subject matter experts in legal teams in local markets
and in group and a robust policy compliance framework.
We train our employees in Doing What's Right, our training and
awareness programme, which sets out our ethical culture across the
organisation and ensures employees understand their role in
ensuring compliance.
Our target tolerance:
We see to comply with all applicable laws and regulations in all
of our markets.
Example Scenario:
Potential breaches across some legal compliance risks which
could lead to reputational damage, investigation costs and
fines.
Emerging threats:
Changing workplace dynamics, digital transformation, asset
integrations and a change in our employee demographics could
degrade our control environment so we are updating our Code of
Conduct and various policies to mitigate this.
Disintermediation
Risk owner: Ahmed Essam
Risk movement: Decreased - Movement to unlimited bundles means
the potential impact of this risk has reduced.
Risk category: Strategy/External
What is the risk:
We face increased competition from a variety of new technology
platforms, which aim to build alternative communication services or
different touch points, which could potentially affect our customer
relationships. We must be able to keep pace with these new
developments and competitors in changing markets while maintaining
high levels of customer engagement and an excellent customer
experience.
How we manage it:
We continually strive to introduce innovative propositions and
services while evolving our customer experience to strengthen the
relationship with our customers. We are running ambitious
programmes on three fronts to fundamentally strengthen our customer
relationship - (1) deepen our customer engagement, (2) radically
simplify our offer portfolio, and (3) create much better digital
experiences across customer lifecycle.
Our target tolerance:
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
customers' needs.
Example Scenario:
Emerging technology impacts our market share.
Emerging threats:
As we complete acquisition activity, we will have increasing
interests in television and fixed line access. The profile of this
risk will change as this will widen and/or increase the range of
threats from new technology and over the top providers.
Risk Watchlist
There are two ways in which we have identified our emerging
risks in this report.
First, for our principal risks, we have noted on the previous
page some emerging threats regarding these risks. These
uncertainties may relate to future technological, regulatory or
political changes.
Secondly, we also face a number of uncertainties where an
emerging threat may potentially impact us in the longer term. In
some cases, there may be insufficient information to understand the
likely scale, impact or velocity of the risk. We also might not be
able to fully define a mitigation plan until we have a better
understanding of the threat. We have created a watchlist of these
risks which we will review on a regular basis to monitor any
changes to the likely scale, impact and velocity.
Some examples of these threats are:
UK's departure from the EU ('Brexit')
The Board continues to keep the implications of Brexit for
Vodafone's operations under review.
A cross-functional Brexit steering committee continues to
operate. This steering committee has identified the impact of
Brexit on the Group's operations and produced a comprehensive
mitigation plan. The terms of the UK's exit from the EU, and the
future relationship, remain uncertain.
Due to this current uncertainty, Vodafone is prepared for a no
deal scenario, as this was judged to have the most potential for
disruption.
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,
the key issue that could directly impact our operational
performance is a significant revision to macro-economic performance
in our major European markets, including the UK, caused by the
uncertainty of the Brexit process. This would affect the economic
climate in which we operate, and in turn impact the performance of
the operating companies in those markets.
Climate change
There is clear evidence that global temperatures are rising
rapidly and a consensus among scientists and policymakers that
man-made greenhouse gases (GHGs) are having a direct impact on the
climate. We support the view that urgent action is needed to
address climate change.
Achieving the required reductions in GHG emissions will be
particularly challenging, however, in the context of continuous
economic and population growth.
As a significant user of energy, the telecommunications and ICT
industries face a growing challenge: every additional device
connected to a network and every additional gigabyte of data
transmitted or stored represents a potential increase in energy
needs.
Climate change poses a number of potential risks for
telecommunications operators, from both a physical (e.g. isolated
events such as increased intensity of storms, heatwaves or higher
average operating temperatures) and regulatory (e.g. new or
strengthened carbon reduction commitments) perspective.
We welcome the development of Task Force on Climate-related
Financial Disclosures ('TCFD') recommendations and have updated our
risk management process this year to strengthen our consideration
of the potential business implications and impacts of climate
change. In addition, we undertook an independent gap analysis of
our reporting against the TCFD recommendations and are working to
achieve full alignment.
For further information on how we are working to reduce our
environmental impact, including performance against our 2025
targets to reduce our GHG emissions by 50% and to purchase 100%
renewable electricity, see page 38 and the Sustainable Business
Report 2019.
EMF
A cross-functional team, led by a Director and sponsored by an
Executive Committee member meets regularly to identify, and discuss
risk and compliance issues relating to EMF and reported twice this
year to the Board about developments in science, policy and
compliance. We have a network of resources in each market to drive
compliance and to share best practice.
In addition, we work with the industry and the GSMA to identify
and adopt best practice.
The risk can be broken down into three areas:
-- failure to meet our policy requirements or comply with
international guidelines (set by International Commission on
Non-Ionizing Radiation Protection) or local legislation as it
applies to EMF.
-- the risk arising from activism or negative sentiment towards
location or installation of radio base stations.
-- changes in the radio technology we use or the body of
credible scientific evidence which may impact either of the two
risks above.
Long-Term Viability Statement ('LTVS')
The preparation of the LTVS includes an assessment of the
Group's long-term prospects in addition to an assessment of the
ability to meet future commitments and liabilities as they fall due
over the three year review period.
Assessment of viability
Vodafone adopts a three year period to assess the Group's
viability. This time horizon is in line with our business planning
cycle and a period in which principal risks (particularly those of
an operational nature, over which we have more control) typically
develop, in what is a dynamic industry sector. The three year
period is also in line with long-term management incentives and the
outputs from the long range planning process.
The plans and projections prepared as part of this forecasting
cycle include the Group's cash flows, planned commitments, required
funding and other key financial ratios. We assume that debt
refinance will be available in all plausible market conditions and
that there will be no material changes to the Group's structure
over the period.
The estimated impact of an individual severe but plausible
scenario for each principal risk on the three year plan forms the
cornerstone of our approach to LTVS.
In addition, we stress tested a combined scenario taking into
account the interconnections between the risks, shown on the
diagram on page 45, where the following risks were modelled as
materialising over the three year period:
Market disruption - Significant market disruption resulting in
loss of market share across our key markets.
Integration of assets - Slower realisation of synergies and
higher costs than anticipated to integrate acquired businesses.
Cyber threat and information security - Cyber security breach
caused by ongoing IT transformation leading to a GDPR fine.
Geo-political risk in supply chain - Disruption in our supply
chain due to international trade rulings restricting access to key
suppliers.
Global economic disruption / adequate liquidity - The
combination of the above within a short time frame puts pressure on
our liquidity and in our ability to refinance.
Assessment of long-term prospects
Each year the Board conducts a strategy session, reviewing the
internal and external environment as well as significant threats
and opportunities to the sustainable creation of shareholder value
in the long-term (known emerging threats related to each principal
risk are described in pages 46-49).
As an input to the strategy discussion, the Board reviews some
of the principal risks that are longer term in nature (including
adverse political and regulatory measures, market disruption and
disintermediation), with the focus on identifying underlying
opportunities for the Group and setting the future strategy. The
output from this session is reflected in the strategic section of
the Annual Report (pages 8 and 9), which provides a view of the
Group's long-term prospects.
Conclusions
The Board has assessed the prospects and viability of the Group
in accordance with c2.2 of the 2016 UK Corporate Governance Code,
considering: the Group's strategy and business model; and the
principal risks threatening the Group's future performance,
solvency, liquidity and reputation. The assessment also ensured a
review of the reasonableness of actions available to management in
response to any risk or combination of risks materialising.
Total cash and facilities available of EUR13.6bn (pages 114 to
159) as of 31 March 2019, along with options available to reduce
cash outgoings over the period considered, provide the Group with
sufficient positive headroom in all scenarios tested. Reverse
stress testing revenue and EBITDA over the review period also
confirmed that the Group has sufficient positive headroom available
to face uncertainty. The Board deemed the stress test conducted of
the Group's viability to be adequate and therefore confirm that
they have a reasonable expectation that the Group will remain in
operation and be able to meet its liabilities as they fall due up
to 31 March 2022.
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 24 "Post employment benefits" and
note 22 "Directors and key management compensation").
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.
2019 2018 2017
EURm EURm EURm
---------------------------------------------------- ------ -------- --------
Sales of goods and services to associates 27 19 37
Purchase of goods and services from associates 3 1 90
Sales of goods and services to joint arrangements 242 194 19
Purchase of goods and services from joint
arrangements 192 199 183
Net interest income receivable from joint
arrangements (1) 96 120 87
---------------------------------------------------- ------ -------- --------
1 4 -
Trade balances owed: 3 2 1
by associates 193 107 158
to associates 25 28 15
by joint arrangements 997 1,328 1,209
to joint arrangements 169 150 127
Other balances owed by joint arrangements(1)
Other balances owed to joint arrangements
(1)
---------------------------------------------------- ------ -------- --------
Note:
1 Amounts arise primarily through VodafoneZiggo, Vodafone Idea,
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 2019, and as of 14 May
2019, 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 2019 and as of 14 May
2019, 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
2019 Annual Report.
Responsibility is for the full 2019 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 56 and 57 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
14 May 2019
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 "Risk management" on pages 44 to 51 of this
document. 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
FR CKDDKDBKDFPN
(END) Dow Jones Newswires
May 31, 2019 07:30 ET (11:30 GMT)
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