The following is extracted from Vodafone plcs Annual Report and Financial Statements 2018.

To understand why Vodafone plc need to report their executive compensation illustrated as above, draw on Principle P, Q and R to identify and elaborate on FOUR aspects to explain why the above overview is reported in such a structure and executive compensation information is reported as such.

be X, X A A LCD AaBbcc AaBbcc AalbCD , LO LA mga Heading 1 Styles Pana Create and S Adobe PDF Total target remuneration at a glance-2018 compared to 2019 The below tabletrates the rangements in place during the year under 2018 compared to those which bence 2013 2018 / 31 March 2010 2019 (/e31 March 2015 Base salary Effective 1 July 2017 Effective 27 July 2018 Chief Executive 1.150.000 (no increase Chief Executive E105000087% decretoheme Chief Financial Officer E725.00001S increase Chief Financial Officer 700.000 . decree to the miel Benefits Travel related benefits and private medical cover Travel related benefits and private medical cover Pension contribution of 20% of salary for Executive Directors Pension contribution of 20% of taryforal Enti Directorsun 27 2018 from which date contributions will be reduced to 10% of salary for new recutive incumbents GSTIP Opportunity of salary Target: 100% Maximum2008 Measures Service revenue (2000, adjusted EBIT (2010, ad usted FCF 2000 and customer appreciation P 400 Opportunity of salary Target 100% Maximum 200% Measures Service revenue (2000 ET2000 (2000 and customer relations F F Opportunity Ox of salary Chief Executive-250% Other Executive Directors - 210% Maximum Chief Executive-S75% Other Executive Directors-525% Measures Austed free cash flow total award and TSR 1/5 Opportunity of salary Target: Chief Executive - 20% Other becutive Directors -20% Maximum Chief Executive-575% Other Executive Directors-525X Measures Austed free TSR /S flow of total ward and Total target remuneration Chief Executive financo- Chet Encutive farm Francifc-om C Shareholding C guidelines O o ok for 100 de posterpomething requirements u tive-500x salary racal Offer-400 any include post eraloymersholdng requirements Emphasis Heading 1 Heading 2 Heading Styling Pane TSR (1/3 of total award TSR (1/3 of total awardh. Total target remuneration Chief Executive - 5.2m Chief Financial Officer-32m Chief Executive-146m Chief Financial Officer-3.0m Shareholding guidelines Chief Executive-500% of salary Chief Financial Officer - 400% of salary Indude post-employment holding requirements. Chief Executive-500% of salary Chief Financial Officer-400% of salary Include post employment holding requirements Required: 5.1 To understand why Vodafone plc need to report their executive compensation illustrated as above, draw on Principle P, Q and R to identify and elaborate on FOUR aspects to explain why the above overview is reported in such a structure and executive compensation information is reported as such. (16 marks) 5.2 According to Provision 40, from THREE aspects, from a consulting company advising remuneration committee on reporting executive remuneration point of view, what principles should be delivered in the report writing? (9 marks) (25 marks in total) END Page 11 of 13 FA265: Business Ethics and Corporate Governance (May 2019) x? A . A, E = 3 AaBbCcDdEt AaBbcc AaBbCcD Emphasis Heading 1 Heading 2 Marks will be allocated in each question for logical flow and clarity of explanations given. Question 1 1.1 The following two tables are from the research report of Corporate Governance Review 2018 (by Grant Thornton UK LLP). Does the chair discuss the culture and values of the company? (%) FTSE 350 Yes -in chairy Yes Inchar introduction introduction to to the annual the corporate report (primary governance statement report 2015 2016 To what extent does the annual report address culture and values? (%) ETSE 350 None Basic General Good Detailed 2017 0001 10000 2015 2016 1.2 The two screenshots below are from the Strategic Report in HSBC Holdings PLC Annual Report and Accounts 2017. Customer Taking responsability for Q- Search in Document a Question 1 Home Insert Design Layout References Mailings Review View Acrobat Picture Format X Calbri (lody) . 12 . A- A A A E. E. . + 9 ABCD de Albed AaBbc Paste BIUX, X AA EEEE.. Normal No Spacing Heading +966 53 715 4079 $15 Heading Styles Pane Create and Share Request Adobe POF Signatures 1.2 The two screenshots below are from the Strategic Report in HSBC Holdings PLC Annual Report and Accounts 2017. Customers We aim to be the world's leading wollence Our customers are at the heart of everything we do and we are working to make it simple, faster and beer Taking responsibility for the service we provide Operating with high standards of conduct is central to our long term success and ability to serve customers and we have clear police frameworks and governance in place to support our delivery of that commitment. These cover the way we have design products and services, train and Complaints resolution Understanding our customers In this section we focus on our global customers. We measure and report on customer data for Retail Banking and Wealth Management (RBWM) and Commercial Banking moments wou Environmental Social and Governance S Update REWM Our largest global business Conduct Framework guides activities to strengthen our business and increases our understanding of how the decisions we makeatletstomers and other stakeholders Details on our Conduct Framework are available at www.hsbc.com and for further information on conduct page 61 and 77 Seniorders have a responsibility for customer service standards and monitor these through key metrics signed to performance objectives These include How customers felbout recommending and - The speed and quality of complaint Supports prox 3 7 million Merethe More than Lamina The targets for each of these metrics are Carey set and managed to the right behaviours among our employees Page 2 of 4 188 Words English (US) Layout References - 12 - A- A A obe X, X A Mailings A := A = FA265 Mock Exam Paper May 2019 (1) (Compatibility Mode] Review View Acrobat = = . *= A+ I AaBb CcDdEAaBbcc AaBbCcD = = = :: Emphasis Heading Heading 2 1.2 The two screenshots below are from the Strategic Report in HSBC Holdings PLC Annual Report and Accounts 2017. Customers Cum RBWM We aim to be the wo n g Taking responsibility for imation bank and the service we provide w Outomers are the ka verything we do and we wer e perta de frameworks der the nepovratne parton sent. The CM cu coder Wo ndech other C W otherbond M r Hiking Can Hok wwband for Honorat hy Q- Search in Document Home A . Paste X Insert Design Layout References Calberi (Bodyl 12 . A- A A B IUX , X A A Question 1 Mailings Review View Acrobat Picture Format E E . . + ABCDE. ABCD EEEE.. Norma No Yasmin Managerial The Thing is this will be a take home exam AaBbc H a ng Styles Pane Create and Share Request Adobe POF Signatures 1. What are recommended by the Code that a company's culture should promote 4 marks Discuss the trend of FTSESSO firms on reporting their business culture and values and specifically the trend of company has discussing culture and values in the annual report m 12 Draw on the Code Principle and Provision 2 to evaluate the extent to which HSBC Holdings ale comply to the code in this regard by illustrating from two different aspects using the information above 15 mars Draw on the Code Principle and relevant Provisions, how do you evaluate the natus of the board of HSBC Holding plc on establishing a framework of control to enable to be amesed and managed? Evidence your evaluation using the Information above ismar) and forure n s to comply with the advance of the Code in this spect. 15 marks Page 3 of 3 188 Words English (US) 100% be X, X A A LCD AaBbcc AaBbcc AalbCD , LO LA mga Heading 1 Styles Pana Create and S Adobe PDF Total target remuneration at a glance-2018 compared to 2019 The below tabletrates the rangements in place during the year under 2018 compared to those which bence 2013 2018 / 31 March 2010 2019 (/e31 March 2015 Base salary Effective 1 July 2017 Effective 27 July 2018 Chief Executive 1.150.000 (no increase Chief Executive E105000087% decretoheme Chief Financial Officer E725.00001S increase Chief Financial Officer 700.000 . decree to the miel Benefits Travel related benefits and private medical cover Travel related benefits and private medical cover Pension contribution of 20% of salary for Executive Directors Pension contribution of 20% of taryforal Enti Directorsun 27 2018 from which date contributions will be reduced to 10% of salary for new recutive incumbents GSTIP Opportunity of salary Target: 100% Maximum2008 Measures Service revenue (2000, adjusted EBIT (2010, ad usted FCF 2000 and customer appreciation P 400 Opportunity of salary Target 100% Maximum 200% Measures Service revenue (2000 ET2000 (2000 and customer relations F F Opportunity Ox of salary Chief Executive-250% Other Executive Directors - 210% Maximum Chief Executive-S75% Other Executive Directors-525% Measures Austed free cash flow total award and TSR 1/5 Opportunity of salary Target: Chief Executive - 20% Other becutive Directors -20% Maximum Chief Executive-575% Other Executive Directors-525X Measures Austed free TSR /S flow of total ward and Total target remuneration Chief Executive financo- Chet Encutive farm Francifc-om C Shareholding C guidelines O o ok for 100 de posterpomething requirements u tive-500x salary racal Offer-400 any include post eraloymersholdng requirements Emphasis Heading 1 Heading 2 Heading Styling Pane TSR (1/3 of total award TSR (1/3 of total awardh. Total target remuneration Chief Executive - 5.2m Chief Financial Officer-32m Chief Executive-146m Chief Financial Officer-3.0m Shareholding guidelines Chief Executive-500% of salary Chief Financial Officer - 400% of salary Indude post-employment holding requirements. Chief Executive-500% of salary Chief Financial Officer-400% of salary Include post employment holding requirements Required: 5.1 To understand why Vodafone plc need to report their executive compensation illustrated as above, draw on Principle P, Q and R to identify and elaborate on FOUR aspects to explain why the above overview is reported in such a structure and executive compensation information is reported as such. (16 marks) 5.2 According to Provision 40, from THREE aspects, from a consulting company advising remuneration committee on reporting executive remuneration point of view, what principles should be delivered in the report writing? (9 marks) (25 marks in total) END Page 11 of 13 FA265: Business Ethics and Corporate Governance (May 2019) x? A . A, E = 3 AaBbCcDdEt AaBbcc AaBbCcD Emphasis Heading 1 Heading 2 Marks will be allocated in each question for logical flow and clarity of explanations given. Question 1 1.1 The following two tables are from the research report of Corporate Governance Review 2018 (by Grant Thornton UK LLP). Does the chair discuss the culture and values of the company? (%) FTSE 350 Yes -in chairy Yes Inchar introduction introduction to to the annual the corporate report (primary governance statement report 2015 2016 To what extent does the annual report address culture and values? (%) ETSE 350 None Basic General Good Detailed 2017 0001 10000 2015 2016 1.2 The two screenshots below are from the Strategic Report in HSBC Holdings PLC Annual Report and Accounts 2017. Customer Taking responsability for Q- Search in Document a Question 1 Home Insert Design Layout References Mailings Review View Acrobat Picture Format X Calbri (lody) . 12 . A- A A A E. E. . + 9 ABCD de Albed AaBbc Paste BIUX, X AA EEEE.. Normal No Spacing Heading +966 53 715 4079 $15 Heading Styles Pane Create and Share Request Adobe POF Signatures 1.2 The two screenshots below are from the Strategic Report in HSBC Holdings PLC Annual Report and Accounts 2017. Customers We aim to be the world's leading wollence Our customers are at the heart of everything we do and we are working to make it simple, faster and beer Taking responsibility for the service we provide Operating with high standards of conduct is central to our long term success and ability to serve customers and we have clear police frameworks and governance in place to support our delivery of that commitment. These cover the way we have design products and services, train and Complaints resolution Understanding our customers In this section we focus on our global customers. We measure and report on customer data for Retail Banking and Wealth Management (RBWM) and Commercial Banking moments wou Environmental Social and Governance S Update REWM Our largest global business Conduct Framework guides activities to strengthen our business and increases our understanding of how the decisions we makeatletstomers and other stakeholders Details on our Conduct Framework are available at www.hsbc.com and for further information on conduct page 61 and 77 Seniorders have a responsibility for customer service standards and monitor these through key metrics signed to performance objectives These include How customers felbout recommending and - The speed and quality of complaint Supports prox 3 7 million Merethe More than Lamina The targets for each of these metrics are Carey set and managed to the right behaviours among our employees Page 2 of 4 188 Words English (US) Layout References - 12 - A- A A obe X, X A Mailings A := A = FA265 Mock Exam Paper May 2019 (1) (Compatibility Mode] Review View Acrobat = = . *= A+ I AaBb CcDdEAaBbcc AaBbCcD = = = :: Emphasis Heading Heading 2 1.2 The two screenshots below are from the Strategic Report in HSBC Holdings PLC Annual Report and Accounts 2017. Customers Cum RBWM We aim to be the wo n g Taking responsibility for imation bank and the service we provide w Outomers are the ka verything we do and we wer e perta de frameworks der the nepovratne parton sent. The CM cu coder Wo ndech other C W otherbond M r Hiking Can Hok wwband for Honorat hy Q- Search in Document Home A . Paste X Insert Design Layout References Calberi (Bodyl 12 . A- A A B IUX , X A A Question 1 Mailings Review View Acrobat Picture Format E E . . + ABCDE. ABCD EEEE.. Norma No Yasmin Managerial The Thing is this will be a take home exam AaBbc H a ng Styles Pane Create and Share Request Adobe POF Signatures 1. What are recommended by the Code that a company's culture should promote 4 marks Discuss the trend of FTSESSO firms on reporting their business culture and values and specifically the trend of company has discussing culture and values in the annual report m 12 Draw on the Code Principle and Provision 2 to evaluate the extent to which HSBC Holdings ale comply to the code in this regard by illustrating from two different aspects using the information above 15 mars Draw on the Code Principle and relevant Provisions, how do you evaluate the natus of the board of HSBC Holding plc on establishing a framework of control to enable to be amesed and managed? Evidence your evaluation using the Information above ismar) and forure n s to comply with the advance of the Code in this spect. 15 marks Page 3 of 3 188 Words English (US) 100%