Vodafone Group Plc Annual Report for the year ended 31 March 2012

Vodafone Group Plc Annual Report for the year ended 31 March 2012 Vodafone Group Plc Annual Report for the year ended 31 March 2012

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Vodafone Group Plc Annual Report 2012 146 Notes to the Company financial statements (continued) 4. Debtors 2012 2011 £m £m Amounts falling due within one year: Amounts owed by subsidiaries 145,200 133,246 Taxation recoverable 207 158 Other debtors 177 146 145,584 133,550 Amounts falling due after more than one year: Deferred taxation 2 2 Other debtors 2,441 1,754 2,443 1,756 5. Other investments 2012 2011 £m £m Investments 49 64 6. Creditors 2012 2011 £m £m Amounts falling due within one year: Bank loans and other loans 4,576 4,739 Amounts owed to subsidiaries 94,432 89,194 Other creditors 127 166 Accruals and deferred income 1,136 52 100,271 94,151 Amounts falling due after more than one year: Other loans 20,821 21,367 Other creditors 763 393 21,584 21,760 Included in amounts falling due after more than one year are other loans of £9,326 million, which are due in more than five years from 1 April 2012 and are payable otherwise than by instalments. Interest payable on these loans ranges from 4.375% to 8.125%. 7. Share capital 2012 2011 Number £m Number £m Ordinary shares of 11 3 ⁄ 7 US cents each allotted, issued and fully paid: 1 2 1 April 56,811,123,429 4,082 57,809,246,732 4,153 Allotted during the year 3,883,860 – 1,876,697 – Cancelled during the year (3,000,000,000) (216) (1,000,000,000) (71) 31 March 53,815,007,289 3,866 56,811,123,429 4,082 Notes: 1 50,000 (2011: 50,000) 7% cumulative fixed rate shares of £1 each were allotted, issued and fully paid by the Company. 2 At 31 March 2012 the Company held 4,169,067,107 (2011: 5,233,597,599) treasury shares with a nominal value of £299 million (2011: £376 million). Allotted during the year Number £m £m Share awards and option scheme awards 1 3,883,860 – 7 Note: 1 Shares allocated during the year were in relation to US share awards and option schemes. Nominal value Net proceeds

Vodafone Group Plc Annual Report 2012 147 8. Share-based payments The Company currently uses a number of equity-settled share plans to grant options and shares to the directors and employees of its subsidiaries. At 31 March 2012 the Company had 84 million ordinary share options outstanding (2011: 171 million) and 1 million ADS options outstanding (2011: 1 million). The Company has made a capital contribution to its subsidiaries in relation to share-based payments. At 31 March 2012 the cumulative capital contribution net of payments received from subsidiaries was £317 million (2011: £386 million). During the year ended 31 March 2012 the capital contribution arising from share-based payments was £143 million (2011: £156 million), with payments of £212 million (2011: £129 million) received from subsidiaries. Full details of share-based payments, share option schemes and share plans are disclosed in note 20 to the consolidated financial statements. 9. Reserves and reconciliation of movements in equity shareholders’ funds Share Capital Own Profit Total equity Share premium redemption Capital Other shares and loss shareholders’ capital account reserve reserve reserves held account funds £m £m £m £m £m £m £m £m 1 April 2011 4,082 43,028 10,172 88 1,015 (8,202) 35,818 86,001 Allotment of shares – 6 – – – – – 6 Own shares released on vesting of share awards – – – – – 277 – 277 Profit for the financial year – – – – – – 16,441 16,441 Dividends – – – – – – (6,654) (6,654) Capital contribution given relating to share-based payments – – – – 143 – – 143 Contribution received relating to share-based payments – – – – (212) – – (212) Purchase of own shares 1 – – – – – (4,671) – (4,671) Cancellation of own shares held (216) – 216 – – 4,724 (4,724) – Other movements – 17 – – – (17) (2) (2) 31 March 2012 3,866 43,051 10,388 88 946 (7,889) 40,879 91,329 Note: 1 Amount includes a commitment for the purchase of own shares of £1,091 million (2011: £nil). The profit for the financial year dealt with in the accounts of the Company is £16,441 million (2011: £10,019 million). Under English law, the amount available for distribution to shareholders is based upon the profit and loss reserve of the Company and is reduced by the amount of own shares held and is limited by statutory or other restrictions. The auditor’s remuneration for the current year in respect of audit and audit related services was £0.5 million (2011: £0.6 million) and for non-audit services was £0.3 million (2011: £0.4 million). The directors are remunerated by the Company for their services to the Group as a whole. No remuneration was paid to them specifically in respect of their services to Vodafone Group Plc for either year. Full details of the directors’ remuneration are disclosed in “Directors’ remuneration” on pages 74 to 87. There were no employees other than directors of the Company throughout the current or the preceding year. Business review Performance Governance Financials Additional information

<strong>Vodafone</strong> <strong>Group</strong> <strong>Plc</strong><br />

<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />

147<br />

8. Share-based payments<br />

The Company currently uses a number of equity-settled share plans to grant options and shares to <strong>the</strong> directors and employees of its subsidiaries.<br />

At <strong>31</strong> <strong>March</strong> <strong>2012</strong> <strong>the</strong> Company had 84 million ordinary share options outstanding (2011: 171 million) and 1 million ADS options outstanding<br />

(2011: 1 million).<br />

The Company has made a capital contribution to its subsidiaries in relation to share-based payments. At <strong>31</strong> <strong>March</strong> <strong>2012</strong> <strong>the</strong> cumulative capital<br />

contribution net of payments received from subsidiaries was £<strong>31</strong>7 million (2011: £386 million). During <strong>the</strong> <strong>year</strong> <strong>ended</strong> <strong>31</strong> <strong>March</strong> <strong>2012</strong> <strong>the</strong> capital<br />

contribution arising from share-based payments was £143 million (2011: £156 million), with payments of £212 million (2011: £129 million) received<br />

from subsidiaries.<br />

Full details of share-based payments, share option schemes and share plans are disclosed in note 20 to <strong>the</strong> consolidated financial statements.<br />

9. Reserves and reconciliation of movements in equity shareholders’ funds<br />

Share Capital Own Profit Total equity<br />

Share premium redemption Capital O<strong>the</strong>r shares and loss shareholders’<br />

capital account reserve reserve reserves held account funds<br />

£m £m £m £m £m £m £m £m<br />

1 April 2011 4,082 43,028 10,172 88 1,015 (8,202) 35,818 86,001<br />

Allotment of shares – 6 – – – – – 6<br />

Own shares released on vesting of<br />

share awards – – – – – 277 – 277<br />

Profit <strong>for</strong> <strong>the</strong> financial <strong>year</strong> – – – – – – 16,441 16,441<br />

Dividends – – – – – – (6,654) (6,654)<br />

Capital contribution given relating to<br />

share-based payments – – – – 143 – – 143<br />

Contribution received relating to<br />

share-based payments – – – – (212) – – (212)<br />

Purchase of own shares 1 – – – – – (4,671) – (4,671)<br />

Cancellation of own shares held (216) – 216 – – 4,724 (4,724) –<br />

O<strong>the</strong>r movements – 17 – – – (17) (2) (2)<br />

<strong>31</strong> <strong>March</strong> <strong>2012</strong> 3,866 43,051 10,388 88 946 (7,889) 40,879 91,329<br />

Note:<br />

1 Amount includes a commitment <strong>for</strong> <strong>the</strong> purchase of own shares of £1,091 million (2011: £nil).<br />

The profit <strong>for</strong> <strong>the</strong> financial <strong>year</strong> dealt with in <strong>the</strong> accounts of <strong>the</strong> Company is £16,441 million (2011: £10,019 million). Under English law, <strong>the</strong> amount<br />

available <strong>for</strong> distribution to shareholders is based upon <strong>the</strong> profit and loss reserve of <strong>the</strong> Company and is reduced by <strong>the</strong> amount of own shares held<br />

and is limited by statutory or o<strong>the</strong>r restrictions.<br />

The auditor’s remuneration <strong>for</strong> <strong>the</strong> current <strong>year</strong> in respect of audit and audit related services was £0.5 million (2011: £0.6 million) and <strong>for</strong> non-audit<br />

services was £0.3 million (2011: £0.4 million).<br />

The directors are remunerated by <strong>the</strong> Company <strong>for</strong> <strong>the</strong>ir services to <strong>the</strong> <strong>Group</strong> as a whole. No remuneration was paid to <strong>the</strong>m specifically in respect<br />

of <strong>the</strong>ir services to <strong>Vodafone</strong> <strong>Group</strong> <strong>Plc</strong> <strong>for</strong> ei<strong>the</strong>r <strong>year</strong>. Full details of <strong>the</strong> directors’ remuneration are disclosed in “Directors’ remuneration” on pages<br />

74 to 87.<br />

There were no employees o<strong>the</strong>r than directors of <strong>the</strong> Company throughout <strong>the</strong> current or <strong>the</strong> preceding <strong>year</strong>.<br />

Business review Per<strong>for</strong>mance Governance Financials Additional in<strong>for</strong>mation

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