Contents Overview Financials Strategy review Strategy Reporting our financial performance We continue to review the format of our consolidated financial statements with the aim of making them clear and easier to follow. This year, we have simplified the consolidated financial statements by moving the commentary on the primary financial statements to the strategic report at the front of the Annual Report to help with the flow of information and keep all commentary on the Group’s operational performance together. We hope this format makes it easier for you to navigate to the information that is important to you. Page Page Page Performance 94 Directors’ statement 109 Notes to the consolidated 175 Other unaudited of responsibility financial statements: financial information: 96 Report of independent registered 109 1. Basis of preparation 175 Prior year operating results public accounting firm Income statement 180 Company balance sheet 97 Audit report on the consolidated 114 2. Segmental analysis of Vodafone Group Plc 117 3. Operating profit/(loss) and parent company 181 Notes to the Company Governance 118 4. Impairment losses financial statements financial statements: 123 5. Investment income and 105 Consolidated financial statements: financing costs 181 1. Basis of preparation 105 Consolidated income statement 124 6. Taxation 182 2. Fixed assets 105 Consolidated statement 128 7. Discontinued operations 182 3. Debtors of comprehensive income 129 8. Earnings per share 183 4. Other investments 106 Consolidated statement 129 9. Equity dividends 183 5. Creditors of financial position Financial position 183 6. Share capital Financials 107 Consolidated statement of changes 130 10. Intangible assets 184 7. Share-based payments in equity 132 11. Property, plant and equipment 184 8. Reserves and reconciliation 108 Consolidated statement of cash flows 134 12. Investments in associates and of movements in equity joint arrangements shareholders’ funds 137 13. Other investments 185 9. Equity dividends 138 14. Inventory 185 10. Contingent liabilities Additional information Additional 139 15. Trade and other receivables 140 16. Trade and other payables 141 17. Provisions 142 18. Called up share capital Cash flows 143 19. Reconciliation of net cash flow from operating activities 143 20. Cash and cash equivalents 144 21. Borrowings 148 22. Liquidity and capital resources 151 23. Capital and financial risk management Employee remuneration 156 24. Directors and key management compensation 157 25. Employees 158 26. Post employment benefits 162 27. Share-based payments Additional disclosures 164 28. Acquisitions and disposals 167 29. Commitments 168 30. Contingent liabilities 171 31. Related party transactions 171 32. Principal subsidiaries Vodafone Group Plc Group Vodafone 174 33. Subsidiaries exempt from audit Annual Report 2015 174 34. Subsequent events 93 Directors’ statement of responsibility The Directors are responsible for preparing the financial statements in accordance with applicable law and regulations and keeping proper accounting records. Detailed below are statements made by the Directors in relation to their responsibilities, disclosure of information to the Company’s auditors, going concern and management’s report on internal control over financial reporting. Financial statements and accounting records The Directors are responsible for preparing the Annual Report Company law of England and Wales requires the Directors to prepare in accordance with applicable law and regulations. Having taken advice financial statements for each financial year which give a true and fair from the Audit and Risk Committee, the Board considers the report and view of the state of affairs of the Company and of the Group at the end accounts, taken as a whole, as fair, balanced and understandable and of the financial year and of the profit or loss of the Group for that period. that it provides the information necessary for shareholders to assess the In preparing those financial statements the Directors are required to: Company’s performance, business model and strategy. a select suitable accounting policies and apply them consistently; Neither the Company nor the Directors accept any liability to any person in relation to the Annual Report except to the extent that a make judgements and estimates that are reasonable and prudent; such liability could arise under English law. Accordingly, any liability a present information, including accounting policies, to a person who has demonstrated reliance on any untrue or misleading in a manner that provides relevant, reliable, comparable and statement or omission shall be determined in accordance with section understandable information; 90A and schedule 10A of the Financial Services and Markets Act 2000. a state whether the consolidated financial statements have been Disclosure of information to the auditor prepared in accordance with International Financial Reporting Having made the requisite enquiries, so far as the Directors are aware, Standards (‘IFRS’) as adopted for use in the EU and Article 4 of the there is no relevant audit information (as defined by section 418(3) of the EU IAS Regulations. The Directors also ensure that the consolidated Companies Act 2006) of which the Company’s auditor is unaware and financial statements have been prepared in accordance with IFRS the Directors have taken all the steps they ought to have taken to make as issued by the International Accounting Standards Board (‘IASB’); themselves aware of any relevant audit information and to establish that a state for the Company financial statements whether applicable the Company’s auditor is aware of that information. UK accounting standards have been followed; and Going concern a prepare the financial statements on a going concern basis unless it is inappropriate to presume that the Company and the Group will The Group’s business activities, performance, position and principal risks continue in business. and uncertainties and how these are managed or mitigated are set out in the strategic report on pages 1 to 48. The Directors are responsible for keeping proper accounting records In addition, the financial position of the Group is included within liquidity which disclose with reasonable accuracy at any time the financial and capital resources on pages 148 to 150, “Borrowings”, “Liquidity and position of the Company and of the Group and to enable them to ensure capital resources” and “Capital and financial risk management” in notes that the financial statements comply with the Companies Act 2006 21, 22 and 23 respectively to the consolidated financial statements, and for the consolidated financial statements, Article 4 of the EU IAS which include disclosure in relation to the Group’s objectives, policies Regulation. They are also responsible for the system of internal control, and processes for managing its capital; its financial risk management for safeguarding the assets of the Company and the Group and, hence, objectives; details of its financial instruments and hedging activities; for taking reasonable steps for the prevention and detection of fraud and its exposures to credit risk and liquidity risk. and other irregularities. The Group believes it adequately manages or mitigates its solvency and The Directors are responsible for the maintenance and integrity of the liquidity risks through two primary processes, described below. company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from Business planning process and performance management legislation in other jurisdictions. The Group’s forecasting and planning cycle consists of three in-year forecasts, a budget and a long-range plan. These generate income Directors’ responsibility statement statement, cash flow and net debt projections for assessment by Group management and the Board. Each of the Directors, whose names and functions are listed on pages 52 and 53 confirm that, to the best of their knowledge: Each forecast is compared with prior forecasts and actual results so as to identify variances and understand the drivers of the changes a the consolidated financial statements, prepared in accordance with and their future impact so as to allow management to take action where IFRS as issued by the IASB and IFRS as adopted by the EU, give a true appropriate. Additional analysis is undertaken to review and sense check and fair view of the assets, liabilities, financial position and profit the key assumptions underpinning the forecasts. of the Group; a 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 Vodafone Group Plc Group Vodafone Annual Report 2015 of the Company; and a 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 of the principal risks and uncertainties that it faces. 94 Cash flow and liquidity reviews Any internal control framework, no matter how well designed, Overview The business planning process provides outputs for detailed cash flow has inherent limitations including the possibility of human error and and liquidity reviews, to ensure that the Group maintains adequate the circumvention or overriding of the controls and procedures, liquidity throughout the forecast periods. The prime output is a two year and may not prevent or detect