85 Vodafone Group Plc Annual Report 2024
Strategic report
Governance
Financials
Other information
Skills, composition, and diversity
The Board has the appropriate diversity, experience and knowledge, skills and expertise, and time to be as effective as possible in the context of developing and delivering the strategy, and addressing the challenges and opportunities, and the principal risks facing the Company. Recent changes in composition have bolstered the Board, demonstrating that diversity and knowledge were clearly considered when changes were reviewed and agreed. The formation of the Technology Committee has been a positive step for the Board and the Company. The Board has highly effective leadership with a Chair who is successful in gathering inputs and ensuring the Board has sufficient time for robust debate and discussion. The Chair is an excellent facilitator, who encourages views from all members, with no suppression of contrarian views, which enables meaningful participation. Board meetings are of the right frequency and length. Board materials provided allow the Board to effectively carry out its responsibilities and provide for the desired level of review and discussion. Operational excellence: continue to prioritise the time spent on the key strategic pillars of Customers, Simplicity and Growth. Workforce engagement and culture: strengthen the structure and engagement plan with greater insight fed back to the Board. Focus on the successful integration of the new e& representative as a Director to ensure the effective functioning of the Board continues. Continued focus on succession planning at Board and Senior Managment level.
Leadership
Fundamentals of administration and process
The Board also identified and agreed key areas of improvement and focus for FY25: Board
Progress against the areas identified for focus following the FY23 internal evaluation are shared below: Areas identified for improvement Progress Leadership: succession planning, including securing and onboarding an outstanding Chief Financial Officer
In July 2023, the appointment of Luka Mucic from 1 September 2023 as the Chief Financial Officer was announced. The Nominations and Governance Committee and the Board have also considered succession planning in a number of meetings. The Board spent a full day in September 2023 focusing on the three strategic priorities and the initiatives supporting them. Additional sessions and updates on these initiatives featured in the remaining FY24 Board meetings including a deep dive into the satellite strategy and an update on deep detractor reductions. In May 2023, the Board approved the establishment of the Technology Committee. The Committee met three times in FY24 and focused on the current technology strategy including deep dives and the budgeting process for FY25.
Operational performance: prioritising time spent on the key strategic priorities of Customers, Simplicity and Growth
Technology: increasing the Board’s focus on technology strategy and capital allocation
Individual evaluation Specific questions enabling a formal and rigorous annual evaluation of individual Directors’ performance were included within the self-assessment questionnaire. Each individual Director’s effectiveness of contribution was rated, asking the respondent to take into account preparation ahead of meetings, time commitment, independence and courage to challenge. The results proved very favourable, concluding that each Director continues to make a valuable contribution to Board meetings and to the meetings of the Committees on which they sit, as well as supporting the view that the Directors work effectively together to contribute to the Company’s long-term success. Board Committees Each of the Board’s Committees were evaluated as part of the broader evaluation process under the final section of the self-assessment questionnaire. Questions covered the logistics, performance and effectiveness of Committees and their respective Chairs. The conclusions of this review were positive, with Committee members agreeing that the Committees were functioning effectively, with their respective Chairs encouraging open communication and meaningful participation. Key strengths of the Committees were highlighted, as were areas for improvement.
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