Vodafone

UK Corporate Governance Code

Corporate governance has faced immense scrutiny recently following the high-profile collapses of BHS in 2016 and Carillion in January 2018, with MPs, the media and the public blaming the actions of the directors and auditors and all asking the same question… where was the board?

MPs, shareholders and the public have also been asking how effective the Financial Reporting Council’s (FRC) Corporate Governance Code has been in deterring poor corporate governance at the UK’s largest companies, following a raft of corporate failures. In July 2018 the FRC released a new UK Corporate Governance Code, (the Code) for listed companies in the UK. It also issued an update on its Guidance on Board Effectiveness. The Code is applicable to all companies with a premium listing, whether incorporated in the UK or elsewhere.

The new Code applies to accounting periods beginning on or after 1 January 2019, so with that in mind, this Common Practices report looks at how companies have been reporting on the current Code. We look at some good examples of reporting and look at the “explanations” made regarding compliance with the Code. We also discuss what’s new in the 2018 Code to enable readers to prepare for the upcoming changes.

The annual reports of 25 UK listed companies with year-ends between 31 December 2017 and 30 September 2018 were selected at random for review, across a range of industries. The full list of sample companies detailing company name, period end, auditor and industry classification can be found at the end of this report.

Segment Reporting

The requirement to disclose information on operating segments has been around for a number of years, firstly under IAS 14 Segment Reporting, and currently under IFRS 8 Operating Segments which has been applicable for entities with publicly traded debt or equity instruments (or those which are about to publicly trade) since 2009.
 
This report looks at the operating segment disclosures in the consolidated financial statements of 20 UK listed companies selected at random.
 

IFRS 15 impact disclosures - focus on telecommunications

In our last report on IFRS 15, we looked at the disclosure of the expected impact of the standard in a randomly selected group of 20 UK listed company accounts for periods ending 31 December 2017. None of the sample of companies had early adopted IFRS 15 and only 25% of the sample anticipated the adoption to have a material impact on their next set of financial statements. 

When selecting the sample of ten for this report, we included some 31 March 2018 year-end accounts and we have only included companies in the software and mobile telecommunications industry for which the adoption of IFRS 15 is expected to have a greater impact.  The new standard sets out five core principles that preparers should following when judging how to recognise revenue from longer-term contracts. In these two industries, companies often offer customers multi-year service contracts with equipment offered for no or a low fee. Under previous rules, there were a greater number of options available to companies, whereas IFRS 15 is considerably more prescriptive, and requires companies to split the revenue from these contracts based on the performance of the contract.

This report also includes some discussion of Capita Plc, which has early adopted the standard.

 

Vodafone Group Plc Monitor

Vodafone Group Plc Annual Report 2018
CR Monitor Issue: 
2018/0904
Company covered: 
Vodafone Group Plc
Period End: 
31 March, 2018
Report issued on 03 September 2018 covered the following practice issues:
Pronouncements
Extended disclosure regarding the impacts of IFRS 9 "Financial instruments" and IFRS 15 "Revenues from contracts with customers".
Change
Disclosure of valuation information in respect of discontinued operation classified as held for sale.
Change
Extended disclosure of key performance indicators.
Change
Presentation of a reconciliation of movements in liabilities arising from financing activities.
Change
Separate sections included in audit report outlining director and auditor responsibilities.

Alternative Performance Measures (APMs)

In this Common Practices report we look at what APMs are; how companies are using them; and what they mean for the users of accounts when comparing them to others. This report examines the APMs that are stated within recent company and group accounts for a sample of 20 companies. Our selected sample covers year ends from 30 June 2017 to 31 March 2018. All companies report under International Financial Reporting Standards (IFRS) as adopted in the EU. Throughout this report, we look at some of the recommendations put forward by the European Securities and Markets Agency (ESMA) in their guidelines setting out best practice on APMs in 2015, which became effective from 3 July 2016, as well as the observations made by the FRC, assessing whether and how companies have implemented them. 

Vodafone Group Plc Monitor

Vodafone Group Plc Annual Report 2017
CR Monitor Issue: 
2018/0315
Company covered: 
Vodafone Group Plc
Period End: 
31 March, 2017
Report issued on 27 March 2018 covered the following practice issues:
Change
Subsidiary classified as a discontinued operation following announcement of a plan to contribute it to a newly formed joint venture.
Change
Change in functional currency from pounds sterling to euro.
Change
Reclassification of goodwill to investment in joint venture.
Change
Gain recognised on disposal of subsidiary to a newly formed joint venture.
Change
Post balance sheet disclosure of the transfer of an associated undertaking.
Pronouncements
Disclosure of non-quantified information as to the future impact of IFRS 16.

Risk and viability in the strategic report

In light of recent high-profile collapses such as Carillion, the reporting by companies of risks and long-term viability is once again in the spotlight. Investors and other stakeholders expect detailed, specific information in the annual report which clearly sets out the key risks facing the company and the potential impact of these risks on the company’s longer-term viability. This report analyses the consolidated financial statements of 20 UK listed companies to assess the quality of risk and viability reporting in the annual report.

Fair value measurement information under IFRS

IFRS 13 “Fair value measurement” sets out a single consistent framework for measuring fair value within IFRS financial statements and outlines a standardised set of disclosures in respect of fair value measurements. IFRS 13 has been mandatory now for some years, with application being required for annual reporting periods beginning on or after 1 January 2013. This report sets out the results of how requirements of the standard have been put into practice, both in terms of measurement and disclosure, in the consolidated financial statements of 139 large public limited companies with year ends between 31 March 2016 and 1 April 2017. It is not an exhaustive study of all aspects of IFRS 13 application and its conclusions are limited to our findings in respect of the areas analysed within the financial statements reviewed.

Impending Changes: Disclosure of IFRS 15 Impacts

This report focuses on the disclosures given by companies in respect of the impending impacts of the new revenue standard IFRS 15 “Revenue from contracts with customers”. It considers the level of detail given by companies to determine the standard of qualitative information that companies disclose in relation to future changes in accounting policy and to what extent to date we have seen companies give quantitative information as to the impact the standard will have when it is adopted.

Vodafone Group plc Monitor

Vodafone Annual Report 2015
CR Monitor Issue: 
2016/0214
Company covered: 
Vodafone
Period End: 
31 March, 2015
Report issued on 26 February 2016 covered the following practice issues:
Pronouncements
Significant impacts expected from impending revenue Standard.
Change
Change in basis of segmental analysis.
Change
Auditor identifies new areas of focus.