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Submitted by: Group 9 Jaggdeesh NMP Sudipta Paul NMP 26
Vodafone Group Plc is a global telecommunications company headquartered in London, United Kingdom. It is the world's largest mobile telecommunications company measured by revenues and the world's secondlargest measured by subscribers (behind China Mobile), with around 341 million proportionate subscribers as of November 2010. It operates in over 30 countries and has partner networks in over 40 additional countries. It owns 45% of Verizon Wireless, the largest mobile telecommunications company in the United States measured by subscribers. The name Vodafone comes from voice data fone, chosen by the company to "reflect the provision of voice and data services over mobile phones". Vodafone has its primary listing on the London Stock Exchange and is a constituent of the FTSE 100 Index. It had a market capitalization of approximately £93 billion as of 9 March 2011, making it the third-largest company on the London Stock Exchange. It has a secondary listing on NASDAQ.
The telecommunications industry has grown rapidly in size to provide essential services that facilitate a fundamental human need to communicate.
The Board: Has final responsibility for the management. Is required to exercise objective judgment on all corporate matters independent from executive management. and Is responsible for ensuring the effectiveness of and reporting on our system of corporate governance The organizational structure is as follows: 3/28 . the relevant laws of England and Wales and the Articles of Association of the company. direction and performance of our businesses. authorities and duties vested in it by. Is accountable to shareholders for the proper conduct of they business.The Board: The Board is responsible for the overall conduct of the Group’s business and has the powers. and pursuant to.
responsibilities and succession plans. The schedule is reviewed periodically.The Board has a formal schedule of matters reserved to it for its decision and these include: Group strategy. System of internal control and risk management. at which time it was determined that no amendments were required. Annual budget and operating plan. Annual and half-year financial results and shareholder communications. 4/28 . It was last formally reviewed by the Nominations and Governance Committee in March 2009. including tax and treasury. Group financial structure. Major capital projects. acquisitions or divestments. Senior management structure.
procedures have been established for the disclosure of any such conflicts and also for the consideration and authorization of these conflicts by the Board. There are no cross-directorships or significant links between directors serving on the Board through involvement in other companies or bodies. or can have. For the purpose of section 175 of the Companies Act 2006. details of that conflict would be submitted to the Board 5/28 . The Deputy Chairman. The Company considers all of its present non-executive directors to be fully independent. Sir John Bond. where relevant. 11 of whom served throughout the 2009 financial year. in the event it should be necessary. At 31 March 2009.The Company’s Board consists of 14 directors. In the event of a potential conflict being identified. convening a meeting of the non-executive directors. with the interests of the Company. To this end. the Company’s articles of association include a general power for the directors to authorize any matter which would or might otherwise constitute or give rise to a breach of the duty of a director under this section. is the nominated senior independent director and his role includes being available for approach or representation by directors or significant shareholders who may feel inhibited by raising issues with the Chairman. The directors are required to complete a conflicts questionnaire. He is also responsible for conducting an annual review of the performance of the Chairman and. in addition to the Chairman. to avoid a situation in which he has. John Buchanan. a direct or indirect interest that conflicts or may possibly conflict. Samuel Jonah was appointed as an additional nonexecutive director with effect from 1 April 2009 and Michel Combes and Steve Pusey as additional executive directors with effect from 1 June 2009. there were two executive directors and eight nonexecutive directors. initially on appointment and annually thereafter. The Board is aware of the other commitments of its directors and is satisfied that these do not conflict with their duties as directors of the Company.
On an ongoing basis. The Board has established an Audit Committee. performance. financial controls and systems of risk management. each of which has formal terms of reference approved by the Board. is required. directors are responsible for notifying the Company Secretary if they become aware of actual or potential conflict situations or a change in circumstances relating to an existing authorization. • Constructively challenging the strategy proposed by the Chief Executive and executive directors. • Scrutinizing and challenging performance across the Group’s business. it would be recorded in a register of potential conflicts and reviewed periodically. • Assessing risk and the integrity of the financial information and controls of the Group. whose membership is made up entirely of financially literate independent directors with the necessary ability and experience to understand financial statements. Where an authorization was granted. no conflicts of interest have been identified. Audit and Risk Committee Under its terms of reference the Committee. authorization in accordance with the Companies Act 2006 and the articles of association. as appropriate. • • Ensuring appropriate remuneration and succession planning arrangements are in place in relation to executive directors and other senior executive roles. 6/28 . a Nominations and Governance Committee and a Remuneration Committee.(excluding the director to whom the potential conflict related) for consideration and. The non-executive directors are responsible for: Bringing a wide range of skills and experience to the Group. To date. including independent judgment on issues of strategy.
The Committee leads the process for the appointment of new directors to the Board and makes recommendations on the composition of Board Committees. The Committee is responsible for the oversight of all matters relating to corporate governance. knowledge and experience to ensure that it is effective in discharging its responsibilities. Members: Nick Land (Chairman and financial expert) John Buchanan Alan Jebson Anne Lauvergeon Nominations and Governance Committee The Committee’s key objective us to ensure that the Board comprises individuals with the requisite skills. Members: Gerard Kleisterlee (Chairman) John Buchanan Luc Vandevelde Anthony Watson Remuneration Committee The Committee is responsible to the Board for the assessment and recommendation of policy on executive remuneration and packages for individual executive directors. bringing any issues to the attention of the Board. review the activity of the internal and external auditors and monitor compliance with statutory and listing requirements. to review the Company's results and financial statements. Members: Luc Vandevelde (Chairman) 7/28 .amongst other things.
shareholder returns • Q2 Group organic service revenue growth +1.0%.6 percentage points • Adjusted operating profit £6. down 0. full year guidance now improved to £11.8 billion 8/28 .3% to £7.4 – £11.0 billion.5 billion.2% • H1 EBITDA up 2.2%. cash generation. Europe -1. EBITDA margin 32. AMAP +8.Smuel Jonah Anthony Watson Philip Yea The Investors: Firstly let’s have a look at the half-yearly financial results of Vodafone. investment.3%. Half-year financial report for the six months ended 30 September 2011 : Consistent results: growth.
0%. 2+1=3 On 30 September 1999 .g.830 (excluding treasury shares) as at 31st March.bonus issue of four new shares for every one held.0 – £6. Share values Upon flotation of the Company on 11 October 1988. when the Company was finally demerged.• Free cash flow £2. the ordinary shares were valued at 170p each. full year guidance of £6.0 pence to be paid at the same time Now moving our attention into shares Shares in issue : 51. On 16 September 1991. e. On 21 July 1994 the Company effected a bonus issue of two new shares for every one then held and on 30 September 1999 it effected a bonus issue of four new shares for every one held at that date. up 7.share consolidation for every 8 shares held. e. 4+1=5 On 28 July 2006 .525.964% respectively.g. special dividend of 4.036% and 19.577.6 billion. for UK taxpayers the base cost of Racal Electronics Plc shares was apportioned between the Company and Racal Electronics Plc for Capital Gains Tax purposes in the ratio of 80.5 billion confirmed • Interim dividend 3. The 9/28 .05 pence.bonus issue of two new shares for every one share held. 2011 Stock history : On 21 July 1994 . 7 new shares issued plus 1 'B' share worth 15p subsequently converted into cash. Opening share prices on 16 September 1991 were 332p for each Vodafone share and 223p for each Racal share.
may be restated as 11.636 540. therefore.133p respectively.001 – 50.flotation and demerger share prices.629 1.000 1.126 1. Now let’s have a look at the shareholders based on the number of accounts held and on their geographical locations: Shareholder analysis (as at 31st March.28 100 Geographical Shareholder analysis (as at 31st March.000 More than 500.000 100.33p and 22.000 50.5 100 10/28 .461 27.32 0. 2011) 1 – 1.021 79.094 1.001 – 500.001 – 5.9 30.000 Total Number of Accounts 430.001 – 100.44 98.61 0.4 8.14 0. 2011) UK North America Europe (excluding UK) Rest of the world Total %of total used shares 46.000 5.21 0.2 14.967 %of total used shares 0.
London. at The Queen Elizabeth II Conference Centre. 2011. The meeting proceedings for AGM 2011 were as follows: 11/28 .Here we can see that approximately half the shares are held by UK whereas UK and North America together hold more 77% of the total shares. The following table gives us some important events (from investors’ point of view) and their respective date of occurrence: Date 17 May 2011 01 June 2011 03 June 2011 22 July 2011 26 July 2011 05 August 2011 08 November 2011 16 November 2011 18 November 2011 03 February 2012 09 February 2012 22 May 2012 Event Preliminary Results for year ending 31 March 2011 Ex-dividend date Record date Interim Management Statement for quarter ending 30 June 2011 Annual General Meeting Final dividend payment date Half-Year Results for six months ending 30 September 2011 Ex-dividend date for both the interim and special dividend Record date for both the interim and special dividend Interim and special dividend payment date Interim Management Statement for quarter ending 31 December 2011 Preliminary results for year ending 31 March 2012 As we can see from the above table. the AGM was held on 26th July. It was 27th AGM for shareholders and was held at 11:00 am.
005 Vittorio Colao as a director To re-elect 35.508.524 314.674.15% 35.108 77.082.007 69.548 78.023 577.916.085 69.003.992.730.169.821.14% 35.14% 34.The Chairman and the Chief Executive each had made statements to shareholders on the Company's performance and results for the year ended 31 March 2011.307.327 69.471.245 80.658 12/28 .15% 35.763.401 69.247.314 69.308.310.056.983.730.788. • Let’s have a look on the polls of the AGM: Total votes % of For Against validity cast relevant shares in issue To receive the 35.308.14% 34.310.654.291 John Buchanan as a director To re-elect 35.002 140.767 63.408.660.874 Michel Combes as a director Resolution Votes withheld 76.442.185.318 Company’s accounts and reports of the directors and the auditor for the year ended 31 March 2011 To elect 35.584.877 Gerard Kleisterlee as a director To re-elect 35.453 304.139. • Shareholders had been invited to cast their votes in the poll on each of the resolutions.013.733 79.306. • Shareholders had an opportunity to ask questions of the Chairman and the other members of the Board.
274 .020 127.529 79.254.513 200.385.116.606.023 131.388.852 79.179 69.307.14% Stephen Pusey as a director To elect Renee 35.651 35.806 242.14% Alan Jebson as a director To re-elect 35.622.14% Luc Vandevelde as a director To re-elect 34.14% James as a director To re-elect 35.270.904.249 34.587 79.120 559.176.184 79.860.05p per ordinary share To approve the 35.20% Anthony Watson as a director To re-elect 35.392 69.307.9220.127.116.115 76.916.768.650 117.498 80.306.528 35.204 69.706 165.524.928.994 68.20% Nick Land as a director To re-elect 35.651 69.065.038.686.093 35.658 69.708.588.14% Andy Halford as a director To re-elect 35.164 34.294.998.312.825.168.138 80.318.104.22.1681 35.668 1.896 213.266.14% Philip Yea as a director To approve a 35.336.307.069.301.647 269.012.323.106.884 68.269 75.98% Remuneration Report of the Board for the year ended 31 March 2011 13/28 35.906.860.189.749 11.521 69.424 559.305.688.306.391.954.907.306.021.018 69.727.399 35.170.To re-elect 35.001.355 33.162.039.309.998.711.266.320 68.612.216 160.874 203.226.426 35.971.14% Samuel Jonah as a director To re-elect 34.038.826.293 69.471.15% final dividend of 6.857 35.
770.917.203.994.060 163.777 35.355.379 35.715.471 922.214.171.1242.898. 14/28 .187.635.909.882.714.800 134.078.405 69.446 33.14% the Audit Committee to determine the remuneration of the auditor To authorise 35.749 69.963 1.04% Deloitte LLP as auditor To authorise 35. A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes validly.072 Shareholders are entitled to one vote per share.818 68.221 89.15% the calling of a general meeting other than an Annual General Meeting on not less that 14 clear day's notice 35.676 31.3126.96.36.1992.848.918 32.786 104.347 486.306.434.309.215 33.162.783.070.600 69.582.327 81.480.008 69.495.668.09% the directors to allot shares To authorise 34.34% the directors to dis-apply preemption rights To authorise 35.333 2.15% the Company to purchase its own shares To authorise 35.832.To re-appoint 35.164.948 74.275.447.149.476 69.391.
The number of ordinary shares in issue on 22 July 2011 (excluding shares held in Treasury) was 51. Asia Pacific and the United States through the Company's subsidiary undertakings.The first 20 resolutions were passed as ordinary resolutions and the rest were passed as special resolutions. Areas of Operations: Vodafone Group Plc is the world's leading mobile telecommunications company. Africa. with a significant presence in Europe.002.810. joint ventures. associated undertakings and investments. the Middle East. Its areas of operations include the following countries: Albinia India Hungary Qatar Portugal Czech Republic Australia Ireland 15/28 .065.
Vodafone Group has entered into arrangements with network operators in countries where the Group does not hold an equity stake. Under the terms of these Partner Market Agreements. Similar agreements also exist with a number of the Group’s joint ventures. Vodafone and its partner operators co-operate in the marketing of global products and services with varying levels of brand association. The following table gives us the countries and respective networks with whom Vodafone has entered into arrangements: Region Europe Europe Europe Europe Europe Europe Europe Europe Country Austria Armenia Azerbaijan Belgium Bulgaria Channel Islands Croatia Cyprus A1 MTS Azerfon-Vodafone Proximus Mobiltel Airtel-Vodafone VIPnet CytamobileVodafone Brand name 16/28 . This strategy enables Vodafone to implement services in new territories and to create additional value to their partners' customers and to Vodafone's traveling customers without the need for equity investment in these countries.Romania Germany Netherlands United Kingdom Egypt Malta Turkey Italy Spain Greece South Africa Ghana New Zealand In addition to the above countries. associated undertakings and investments (the affiliates).
Middle East and Afghanistan Africa Asia. Middle East and Bahrain Africa Asia. Middle East and Fiji 17/28 .Europe Europe Europe Europe Europe Europe Europe Europe Europe Europe Europe Europe Europe Europe Europe Europe Russia Americas Americas Americas Americas Denmark Estonia Faroe Islands Finland France Iceland Latvia Lithuania Luxembourg TDC Elisa Vodafone Faroe Islands Elisa SFR Vodafone Iceland Bité Bité Tango Macedonia/FYROM VIP operator Norway Serbia Slovenia Sweden Switzerland Ukraine Russia Caribbean Chile Honduras Panama TDC VIP mobile Si.mobil-Vodafone TDC Swisscom MTS MTS Digicel Entel Digicel Digicel Roshan Zain Vodafone Fiji Asia.
WCDMA (Wideband Code division multiple access). Middle East and Africa Asia. GPRS. Middle East and Africa Asia. Currently what we are using comes between 2-2. Middle East and Africa Asia.5G.Africa Asia. Middle East and Africa Asia. Wi-Max (IEEE Standard). video calls etc on your mobile apart from the regular voice calls. Middle East and Africa Asia. Middle East and Africa Asia. 18/28 . Middle East and Africa Asia. Middle East and Africa Asia. GSM. downloads. EDGE etc all belong to the 2-2.5G. Middle East and Africa Hong Kong Japan Kenya Libya Malaysia Singapore Sri Lanka Taiwan Thailand Turkmenistan UAE Uzbekistan SmarTone-Vodafone NTT DOCOMO Safaricom Almadar Celcom M1 Dialog Chunghwa Telecom Dtac MTS Du MTS 3G Spectrum: 3G is the abbreviation for 3rd generation telecom standards. video streaming. Middle East and Africa Asia. 3G offers more services like high speed internet browsing. Middle East and Africa Asia. Middle East and Africa Asia. CDMA. The 3G standards contain the technologies like HSPA (High speed packet access).
Idea Cellular – Apart from Andhra Pradesh it has won the bids in other 10 circles and has paid Rs. STel. Reliance – Won bids in Delhi. Tata – Won the bids in Karnataka & other 8 circles. Vodafone has bagged around 9 circles. apart from these circles it has won the bids in other 7 circles and paid a amount of Rs. Finally the bidding for the 3G spectrum in India has ended after a long round of bidding for around 50+ days. Bharti Airtel being the highest bidder. Tamil Nadu circles.12295 crore. Additionally the government is expected to get Rs.337 crores. 6499 crores to the government. 19/28 . Tamil Nadu. Etilasat had participated in the bidding. while videocon and Etilasat failed to win the bid in even one circle. it has spent around Rs. The details of this 3G bidding are as follows. Idea cellular 11 circles and STel 3 circles. Videocon. Vodafone – Won bids in Delhi.The services may initially be a hole in your pocket but as time goes all these might come at an affordable price. Tamil nadu.It has won the bids in 3 circle which are worth Rs. Mumbai. Karnataka. Mumbai & Tamilnadu. Totally it has won the bid in 13 circles and has paid the govenment a price of Rs. 5964 crores. Aircel 13 circles. Karnataka. It has paid the government a price of Rs. It has paid around Rs. Vodafone. Reliance 13 circles. The 3G spectrum allocation in India began in April 2010 and 9 telecome operators like Bharti.5768 crores. Indian government has earned a big Rs. S-Tel . The government has earned a amount of Rs. Tata. Mumbai and other 12 circles. Tatas 9 circles.67719 Crores from the bidding of 3G spectrum.12000 crores and bagged around 13 circles including Delhi. 8585 crores. Aircel – It has won in Karnataka. • • • • • • • Bharti Airtel – Won the bids in Delhi. Mumbai. Andhra Pradesh. Aircel. Idea.12000 from the BWA (Broadband Wireless Access) auction which is expected to happen in the near future. Reliance. It has to pay the government a amount of Rs. Andhra Pradesh and other 10 circles.67719 crore rupees from this 3G bidding. Andhra Pradesh. 11617 crores to the government.
Aluva . up from 2. Alleppey.7 billion mobile customers across the globe. Video Blogging. Uttar Pradesh (East) and Tamil Nadu. Cherthala. Vodafone is a leading company with a 7% share of the global market.Vodafone launched 3G services in Kerala. Gujarat. Quilandy. The majority of customers are in emerging markets such as India and China. Kolkata. It will be soon extended to other cities. Vodafone can also provide 3G service to its customers in Kerala using the 3G spectrum of Idea. Initially Vodafone 3G services will be available in following cities in Kerala – Ernakulam. Mobile customers (m) 20/28 . Maharashtra. The industry has 4.Calicut. HD Gaming. Using Vodafone 3G customers can enjoy High Speed Internet. Actually Vodafone has not won 3G spectrum in Kerala. Malappuram and Manjeri.7 billion in 2006. Vodafone has got license to launch 3G in nine circles in India namelyDelhi. As per this ICR arrangement with Idea. Haryana. Video Calling etc.7 billion mobile customers across the globe with growth of around 20% per annum over the last three years. Vodafone TV. Mobile Newspaper. Mumbai. Subscribers: Customers Industry global mobile customers • There are 4. West Bengal. Instead Vodafone has made an Intra Circle Roaming (ICR) arrangement with Idea Cellular Kerala to bring 3G services to its subscribers in Kerala. Live Streaming. Faster Downloads.
21/28 . Developing countries are generally expected to deliver faster GDP growth which combined with relatively little alternative fixed line infrastructure is positive for mobile penetration growth prospects.Consumers are increasingly choosing to make voice calls over mobile rather than fixed phones and mobile calls accounted for 70% of all phone calls made in 2009 compared to 50% in 2006.. China and Africa. Looking forward the number of worldwide mobile phone users is expected to continue to grow strongly.3 billion). In contrast growth has been more muted in developed regions such as Europe which are relatively mature. As a result the number of mobile users now far exceeds the number of fixed telephones (1. Over the last three years mobile customer growth has been strongest in emerging markets such as India and China. China and Africa where mobile penetration is around 50% compared to about 130% in mature markets such as Europe. Most of this growth is expected in emerging markets such as India. Mobile penetration Global mobile penetration is around 70% and is generally higher in more mature markets such as Europe and the United States but is growing most quickly in emerging markets such as India.
0 n/a 4153.0 537.0 43968.0 n/a 4878.0 156985.0 20181.0 9498.0 1241.0 n/a n/a 44472.0 2011 2010 2009 27/28 .0 142766.0 n/a 4153.0 n/a n/a 2011 2010 200 41017 1766 -1624 4189 3080 n/ n/ Balance Sheet Year Ended 31 March £ millions Intangible Assets Tangible Assets Fixed Investments Total Fixed Assets Stocks Debtors Cash at Bank and in Hand Total Assets Creditors Amount Within 1 year Creditors Amount After 1 year Total Liabilities Net Assets Net Current Assets Called Up Share Capital 68558.0 152699.0 139670.0 31867.0 66175.0 19250.0 31535.0 41775.0 4738.0 67922.0 8674.0 1053.0 74258.0 151220.0 880.Profit & Loss Year Ended 31 March £ millions Turnover Operating Profit Net Interest Profit Before Tax Profit After Tax Total Dividend Retained Profit / Loss 45884.0 412.0 n/a 6252.0 39486.0 31721.0 84777.0 134217.0 n/a 4423.0 8618.0 -796.0 7870.0 20642.0 74938.0 433.0 87561.0 63659.0 1051.0 537.0 90810.0 n/a 4082.
0 5.50 7 2010 16.0 11.10 3 6.26 86162.51 21 28 1.50 9.in 28/28 .0 37 7.94 5.0 6.00 12.30 7.0 -8.0 11 -1385.81 -77661.21 6.com www.expertscolumn.77 3 10 2.17 87555.11 16.0 12.20 15.56 n/a 165883.67 5.31 11 16 1.0 7.50 -79655.76 -14 -2 1.00 12.0 Reference: www.00 161134.Key Figures Year Ended 31 March Share Share Basic (p) Earnings Per Premium Account Other Share Diluted (p) Earnings PerReserves Profit and Loss Account Earnings Per Share Adjusted (p) Shareholders Funds Earnings Per Share Growth (%) Minority (p) Total Dividend Interests Operating Margin (%) ROCE (%) Dividend Cover Dividend Yield Price / Earnings Ratio Dividend Per Share Growth (%) 2011 15.94 165829.67 5.90 8 15 1.44 16.11 -6 8.84 n/a 2008 12.75 4 8.36 16.00 2007 n/a -8.com www.56 90381.00 10.0 12.vodafone.0 17.94 -83820.40 7 2009 5.88 5.0 12 429.here4mobile.
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