70 Vodafone Group Plc Annual Report 2024
Strategic report
Governance
Financials
Other information
Leadership, governance and engagement The Nominations and Governance Committee regularly reviews the Board’s composition with a view to ensuring a diverse mix of backgrounds, skills, knowledge and experience as well as deep expertise in technology and telecommunications. Each year, the Board monitors and improves its performance by conducting an annual performance review.
Independence Independence
Note: As at 31 March 2024
Tenure
Membership and attendance The table below details the Board and Committee meeting attendance during the year to 31 March 2024. The number of attendances is shown next to the maximum number of meetings each Director was entitled to attend. Ad hoc meetings of the Board and its Committees were also held as required during the year.
Tenure
1 8
1 9
2
2
1
Nominations and Governance Committee
Audit and Risk Committee
Remuneration Committee
ESG Committee
Technology Committee – 2/3 1 – 3/3
Name
Board
Independent Executive
Independent NED Chair Non-independent
0-3 years 4-6 years
7-10 years
Stephen Carter 7/7 3/4 1
– – – – – – – –
–
Delphine Ernotte Cunci
7/7
–
5/5
Sir Crispin Davis 2 2/2 2/2
– – – – – –
– – – – – – – –
– – – – – – – – – –
Gender diversity
Senior Board positions
Margherita Della Valle
7/7
–
7
Michel Demaré 6/7 3 Dame Clara Furse 2 2/2
4/4 4/5 3
5/5 2/2 2/2
Senior Independent Director Chief Financial Officer
Hatem Dowidar 4 1/1 1/1 Valerie Gooding 2 2/2 2/2 –
Chair
Chief Executive
7/7 5/5 6/7 7 7/7
– 5/5 – 1/1 6 2/2 8 5/5 – – 5/5
– 3/3
Deborah Kerr Luka Mucic 5
5
Amparo Moraleda 7/7 Christine Ramon 7/7 David Nish
3/3 6 2/2
Male
Female
Male
Female
– 2/2 9
–
– –
– 1/2 10 3/3
Simon Segars Jean-François van Boxmeer
Ethnicity
7/7 4/4
– 2/2 11
–
12 1
12 1
Notes: 1. Stephen Carter was unable to attend one scheduled meeting of the Nominations and Governance Committee and one scheduled meeting of the Technology Committee due to a scheduling conflict. 2. Sir Crispin Davis, Dame Clara Furse and Valerie Gooding stepped down from the Board at the conclusion of the AGM on 25 July 2023. 3. Michel Demaré was unable to attend one scheduled meeting of the Board and one scheduled meeting of the Audit and Risk Committee due to a scheduling conflict. 4. Hatem Dowidar was appointed as a Non-Executive Director of the Board and joined the Nominations and Governance Committee on 19 February 2024. 5. Luka Mucic was appointed as Group Chief Financial Officer on 1 September 2023. 6. Amparo Moraleda ceased to be a member of the Audit and Risk Committee and was appointed Chair of the Remuneration Committee on 25 July 2023. 7. David Nish was unable to attend one scheduled meeting of the Board due to a scheduling conflict. 8. David Nish joined the Nominations and Governance Committee on 25 July 2023. 9. Christine Ramon joined the ESG Committee on 25 July 2023. 10. Simon Segars was unable to attend one scheduled meeting of the ESG Committee due to ill health. 11. Jean-François van Boxmeer joined the ESG Committee on 25 July 2023.
11 1
1
1
1
2
2
11 10 1
11 11 10
10
10
Skills and expertise of Non-Executive Directors White 2023 2022 2021 2020 2019 2018 2017 2016 2015 2024 Ethnically diverse
Skills and expertise of Non-Executive Directors
8
6
5
5
3
3
2
Media
Technology/ telecoms
Finance Consumer goods and services/ marketing
Emerging markets
Political/ regulatory
Environmental, social and governance
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