Proxy Blog

Vodaphone Group plc

June 11, 2018

Vodafone Group plc, a British multinational telecommunications conglomerate, provided its annual proxy. This proxy had the following proposals: 

  1. Proforma votes on directors and appointment of auditors 
  2. Proforma European votes on approval of accounts and annual confirmation of authorities 
  3. Board proposals on new articles of association 

No proxy statement was available, though references to the existence of one can be found online. Magni voted as follows: 

  1. Against proforma proposals.
    -Directors. The lack of a proxy is a form of opaqueness, and opaqueness is incompatible with good governance.
    -Auditors. The lack of a proxy is a form of opaqueness, and opaqueness is incompatible with good governance.

  2. Against European proforma proposals.
    -Accounts & authorities. Under US laws and regulations, these matters are handled by the board, thus the topics do not warrant votes by shareholders of US companies. Magni usually votes in support of these topics, unless some controversy or issue has arisen that requires additional investigation or justifies a vote against. In this case, the lack of a proxy is a form of opaqueness, and opaqueness is incompatible with good governance.

  3. Against board proposal.
    -New articles of associationA redline of the corporate governance changes was available, though there was no explanation of what was being done or why the changes were a good idea.