83 Vodafone Group Plc Annual Report 2024
Strategic report
Governance
Financials
Other information
e& strategic relationship In May 2023, we announced that the Company had agreed a strategic relationship with e&. The strategic partnership enables collaboration across a broad range of growth areas as both parties can benefit from one another’s operational scale and complementary geographical footprint. Under the terms of the Relationship Agreement, Hatem Dowidar, CEO of e&, joined the Board on 19 February 2024. The Board considered the potential impact the appointment could have on the dynamic of the Board. Read more on Hatem Dowidar’s skills and experience on page 77 Vantage Towers The Board was kept informed of updates regarding the Co-Control Partnership for Vantage Towers whereby Vodafone received further proceeds of €500 million from Global Infrastructure Partners and KKR (together the “Consortium”) as result of the Consortium increasing their ownership in Oak Holdings GmbH to 40%. Vodafone Germany The performance of Vodafone Germany remained a key consideration for the Board this year. Discussion focused on strategy and ensuring that appropriate programmes and support were in place to deliver on the three-year transformation plan. Group simplification The Board has received regular updates on the simplification programme, including on the structural changes required to commercialise the global shared operations activities. The aim of the programme is to drive additional efficiency. Risk During the year, the Board, with the support of the Audit and Risk Committee, completed a review of the Company’s risk appetite, principal and emerging risks, and how they are managed. The Audit and Risk Committee also undertook a number of deep dives on our principal risks during the year. Read more about our system of internal controls and risk management on page 93 and the Audit and Risk Committee deep dives on page 90 Our people CFO succession On 24 July 2023, the Company announced the appointment of Luka Mucic as Group Chief Financial Officer effective from 1 September 2023, following a rigorous internal and external search. In accordance with its terms of reference, the Nominations and Governance Committee led on the succession process. Read more about CFO succession in the Nominations and Governance Committee report on page 86 Culture The Board considered the results of the employee Spirit Beat survey during the year. Feedback was positive and scores for Spirit, Engagement and Purpose had increased despite times of change, transformation and a challenging external environment. Read more about Spirit Beat on page 15 Employee voice The Board received an update on the employee voice programme and noted that a variety of formats and channels had been used throughout the year to ensure employees across all of Vodafone’s markets had the opportunity to express their thoughts and opinions. Feedback was positive and demonstrated that colleagues were engaged and interested in business strategy, mergers and acquisitions activity and opportunities for personal development. Read more about employee voice on page 17
Modern slavery The Board monitors the Group’s compliance with the requirements of the UK Modern Slavery Act 2015 and approved its Modern Slavery Statement in May. Inclusion and diversity The Board is kept updated on the progress of the diversity and inclusion initiatives to support key areas, including talent attraction, retention and development, allyship and education, and data. Read more about inclusion on pages 17-18 The Board diversity policy is reviewed on an annual basis. Read more about our Board diversity policy on pages 87-88 Other The Board also spent time during the year considering the following matters: – Safety, health and wellbeing: the Board received bi-annual updates covering health and safety performance, progress made against risks, our health and safety culture and governance, and progress on wellbeing activities, including mental health. Read more about our renewed ambition for safety, health and wellbeing on pages 19-20 – Brand and reputation of the Group: the Board received an annual Click to read our Modern Slavery Statement: vodafone.com/modern-slavery-statement update on Vodafone’s reputation, as measured by RepTrak. The Company’s reputation remained stable and reflected the ongoing contribution of our social contract positioning, multi-country societal programmes and local corporate citizenship activities. – Internal controls and assessment of the viability statement: the Board receives an update at least annually from the Audit and Risk Committee following its review of the effectiveness of the Group’s system of internal controls, including risk management. Following recommendation from the Audit and Risk Committee, the Board approved the internal controls and viability statement disclosures for inclusion in the Annual Report. – Litigation: the Board was kept updated on litigation and material legal risks that could impact our stakeholders and reputation. The Board will continue to focus on the Group’s strategic priorities for the year.
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