73 Vodafone Group Plc Annual Report 2024
Strategic report
Governance
Financials
Other information
Compliance with the 2018 UK Corporate Governance Code (the ‘Code’) In respect of the year ended 31 March 2024, Vodafone Group Plc was subject to the Code (available from www.frc.org.uk). The Board is pleased to confirm that Vodafone applied the principles and complied with all the provisions of the Code throughout the year. Further information on compliance with the Code can be found as follows: In addition, the Board will continue to drive for sustainable value creation and monitor the Company’s progress on the execution of Vodafone’s strategy focusing on Customers, Simplicity and Growth. The Board will keep the Group’s strategy under review, adapting it to anticipate or respond to opportunities and risks in the markets in which we operate. Thank you for your continued support. Jean-François van Boxmeer Chair of the Board The year ahead A key focus for the Board and I for FY25 will be on succession planning in anticipation of upcoming scheduled retirements, whilst also continuing to support Luka, Margherita and Hatem in their new roles.
one-on-one. In a change from prior years, response was also sought from the Group General Counsel and Company Secretary. I am delighted to report there was a clear consensus that the Board is very effective in working together as a cohesive unit and continues to improve following the changes made during the year. A number of strengths were identified as well as key areas for focus during the year ahead. Executive Committee composition With effect from 1 April 2024, we made a number of changes to our Executive Committee. Ahmed Essam was appointed Executive Chairman Vodafone Germany and CEO European Markets, Serpil Timuray was appointed CEO Vodafone Investments, and Philippe Rogge stood down from his role as CEO Vodafone Germany and as a member of the Group Executive Committee, leaving Vodafone. Marcel de Groot was appointed CEO Vodafone Germany and Max Taylor appointed CEO Vodafone UK. Both Marcel and Max report to Ahmed Essam but are not members of the Executive Committee, Marika Auramo has been appointed CEO of Vodafone Business and a member of Vodafone’s Executive Committee, with effect from 1 July 2024. Marika will take over from Giorgio Migliarina, who has successfully led Vodafone Business as interim CEO since Vinod Kumar’s departure on 31 December 2023. Stakeholder engagement The Board is committed to understanding the views of all of Vodafone’s stakeholders to inform the decisions that we make. We recognise that Vodafone’s success is dependent on the Board taking decisions for the benefit of our shareholders and in doing so having regard to all our stakeholders. Throughout the year, I have met with institutional shareholders both virtually and in person. In March 2024, I had individual meetings with a number of the Company’s largest shareholders and engaged on topics such as capital allocation, Board composition and the shape of the Group. Further resources were made available to individual shareholders during the year, such as online presentations hosted by the UK Individual Shareholders Society. I have also met senior political leaders in both my role as Vodafone Chair and as the Chair of the European Round Table for Industry. These include presidents and prime ministers across our markets and in key international organisations such as the European Commission. The Board received an update on the investor perception study completed during the year. The Board understands the importance of culture and setting the tone of the organisation from the top and embedding it throughout the Group. We refer to our culture as the ‘Spirit of Vodafone’. It is a key component of our strategic, organisational and digital transformation. The aim of our people strategy is to create an environment where growing never stops and everyone can truly belong, innovate and fulfil their potential. The Board receives regular updates on employee engagement and the ‘Spirit of Vodafone’, which enables it to make informed decisions where appropriate. During the year, in their roles as Workforce Engagement Leads, Delphine Ernotte Cunci and Christine Ramon gathered the views of employees through employee consultative committees across our European and African markets. Key discussion topics included customer experience, and personal development and reskilling opportunities. The Annual General Meeting (‘AGM’) in 2023 was held at Vodafone UK’s headquarters in Newbury, Berkshire and was available to watch live via a webcast for those shareholders who were unable to attend in person. Shareholders were able to pre-submit questions or, if attending in person, ask questions on the day, for consideration by the Directors at the meeting. We intend to hold the 2024 AGM in the same format. Click to read more about the AGM: vodafone.com/agm
Board leadership and Company purpose Long-term value and sustainability
Read more 32-56, 63 15-20, 44, 80 12-14, 73, 82
Culture
Shareholder engagement Other stakeholder engagement Conflicts of interest Division of responsibilities Non-Executive Directors Role of the Chair
12-14, 73, 80, 82
87 75
75-78 70, 87
Independence
Composition, succession and evaluation Appointments and succession planning Skills, experience and knowledge
71-72, 86, 88 70, 72, 76-78 70, 76-78 71-73, 84-85
Length of service Evaluation
Diversity
15-16, 70, 72, 83, 87-88
Audit, risk and internal control Committee Integrity of financial statements Fair, balanced and understandable Internal controls and risk management External auditor Principal and emerging risks
89-94
63, 90-94, 124 91, 123-124
93 94
57-69, 90, 93
Remuneration Policies and practices
98-118 98-118
Alignment with purpose, values and long-term strategy Independent judgement and discretion
99, 101, 107
Disclosure Guidance and Transparency Rules We comply with the Corporate Governance Statement requirements pursuant to the FCA’s Disclosure Guidance and Transparency Rules by virtue of the information included in this ‘Governance’ section of the Annual Report together with information contained in the ‘Shareholder information’ section on pages 249 to 254.
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