Vodafone 2024 Annual Report

84 Vodafone Group Plc Annual Report 2024

Strategic report

Governance

Financials

Other information

Governance (continued) Board effectiveness and improving our performance

The Board recognises that it needs to continually monitor and improve its performance. Our annual performance evaluation provides the opportunity for the Board and its Committees to consider and reflect on the effectiveness of its activities, the quality of its decision-making and the contribution made by each Board member.

Process undertaken for our Board evaluation In accordance with the UK Corporate Governance Code 2018, an annual evaluation of the Board was conducted to consider its composition, diversity and how effectively members work together to achieve objectives. In FY24, the Board evaluation was conducted internally, bringing Vodafone back into the typical three-year evaluation cycle.

FY22

FY23

FY24

FY25

Externally led evaluation by Raymond Dinkin of Consilium Limited (‘Consilium’), an independent board review firm.

Internally led evaluation

Expected to be an independent externally led evaluation

Evaluation process The internal evaluation was led by the Chair and supported by the Group General Counsel and Company Secretary. The objectives of the review were to provide an assessment of: – Vodafone Group’s Board effectiveness and governance; – The effectiveness of Vodafone Group’s Committees; and – The effectiveness of Directors individually, taking into account their preparation ahead of meetings, time commitment, independence and courage to challenge. The structure of the evaluation was agreed to take a hybrid format, comprising self-assessment questionnaires for the Directors and one-on-one conversational meetings with the Chair. In a change from prior years, response was also sought from the Group General Counsel and Company Secretary to enable greater scrutiny and provide an additional review for consideration and reflection.

With strong regard to the provisions and principles outlined in the UK Corporate Governance Code 2018 and matters of specific importance to Vodafone, a tailored Board questionnaire consisting of 27 questions was compiled to gather and distil feedback on the following topics: – Effectiveness; – Skills, composition and diversity; – Leadership (the appraisal of the Chair, led by the Senior Independent Director, was included here); – Fundamentals of administration and process; and – Board Committees. Conversely, the one-on-one meetings between Directors and the Chair took a less structured form to enable Directors to lead on the topics of conversation and raise specific items and comments organically. The Directors’ responses were collated and a paper summarising the findings was presented to the Nominations and Governance Committee and the Board at their January 2024 meetings.

Board evaluation findings The Board discussed the findings from the evaluation and was encouraged by the strengths identified. In particular, the Board agreed that: Effectiveness The Board is very effective in working together as a cohesive unit and continues to improve following the changes made during FY24. Board members are very collaborative, respectful and flexible when urgent ad-hoc matters arise. Key strengths of the Board were highlighted as being: – Collaborative, effective and well prepared. – An active, open and engaged Chair. – The ability to act promptly and decisively, as demonstrated through the CEO change. – Alignment between the Directors on strategy and tactics. – Its composition with highly relevant sector expertise to advise and provide management oversight.

Directors were asked to share their thoughts and considerations of the appointment process of the Chief Financial Officer to assist in evaluating the Board’s effectiveness. The comments reflected a very positive experience, underscoring the effectiveness of the Board’s action and processes: – “A very focused and effective process balancing input and clear direction- with a good outcome.” – “Good engagement and challenge… ended in the right place.” – “Transparent and effective.” – “Conducted very thoughtfully.” – “Completed at appropriate speed and an excellent candidate was appointed.”