Vodafone 2024 Annual Report

87 Vodafone Group Plc Annual Report 2024

Strategic report



Other information

Independence In accordance with the Code, the independence of all the Non- Executive Directors was considered by the Committee. Following evaluation, with the exception of Hatem Dowidar, all Non-Executive Directors are considered independent, and they continue to make independent contributions and effectively challenge management. All Non-Executive Directors have submitted themselves for election or re-election, as applicable, at the 2024 AGM. The Executive Directors’ service contracts and Non-Executive Directors’ appointment letters are available for inspection at our registered office and at the 2024 Annual General Meeting. Conflicts of interest The Companies Act 2006 provides that directors have a duty to avoid a situation in which they have or may have a direct or indirect interest that conflicts or might conflict with the interests of the Company. This duty is in addition to the existing duty owed to the Company to disclose to the Board any interest in a transaction or arrangement under consideration by the Company. Our Directors must report any changes to their commitments to the Board, immediately notify the Company of actual or potential conflicts or a change in circumstances relating to an existing authorisation, and complete an annual conflicts questionnaire. Any conflicts or potential conflicts identified are considered and, where appropriate, authorised by the Board in accordance with the Company’s Articles of Association. A register of authorised conflicts is also reviewed periodically. The Committee is comfortable that it has adequate measures in place to effectively identify, manage and mitigate any actual or potential conflicts of interest so as not to compromise or override independent judgement. Time commitment In accordance with the Code, the Committee actively reviews the time commitments of the Board. All Directors are engaged in providing their external commitments to establish that they have sufficient time to meet their Board responsibilities. The Committee is satisfied that the Board does meet this requirement and all Directors provide constructive challenge and strategic guidance and hold management to account. Board evaluation In accordance with the Code, Vodafone conducts an annual evaluation of Board and Board Committee performance, which every Director engages in and which is facilitated by an independent third party at least once every three years. In FY24, an internal evaluation of the performance of the Board and Committees took place led by the Chair, with support from the Group General Counsel and Company Secretary. Read more about the outcome of this Board evaluation on pages 84-85

Roles and responsibilities The terms of reference for the Nominations and Governance Committee set out the role and responsibilities of the Committee in further detail and are reviewed annually. Click to read the Committee’s terms of reference: vodafone.com/board-committees Key areas of focus for FY25 – Board and Committee composition, tenure and succession; and – Senior leadership succession and onboarding. Jean-François van Boxmeer On behalf of the Nominations and Governance Committee 14 May 2024 Diversity The Board diversity policy reinforces the ongoing commitment of the Board to supporting diversity and inclusion in the boardroom, in all its forms including age, gender, ethnicity, sexual orientation, disability and socio-economic background. The Committee acknowledges the significant role diversity and inclusion has on the effective functioning of the Board and its Committees and believes a diverse Board brings a broader perspective, which enables it to be better equipped to understand the views of our stakeholders as well as our shareholders in the decision-making process. The Board diversity policy is kept under review to ensure the objectives remain appropriate and sufficiently stretching. We also continue to monitor requirements set by the Financial Conduct Authority, FTSE Women Leaders Review, NASDAQ listing rules and Parker Review in terms of gender and ethnic diversity. Vodafone acknowledges that these targets are not just an end goal, but rather steps towards a drive for further progress. Whilst the Board Diversity Policy specifically focuses on diversity at Board and Committee level, commitment to diversity at Vodafone extends beyond the Board to the Executive Committee, talent pipeline and global workforce. The Board supports management in their efforts to build a diverse organisation throughout the Group and is regularly apprised of progress on the key diversity areas of focus beyond the Board and Executive Committee. As at 31 March 2024, our Executive Committee has four positions held by women (33%) and 25% of the Executive Committee identifies as ethnically diverse. In the Senior Leadership Team, 37% of positions (from continuing operations) are held by women and 21% of the Senior Leadership Team (from continuing operations) identifies as ethnically diverse. Read more on Senior Leadership Team diversity on page 19 Read more about our workforce inclusion programmes on pages 17-18

Diversity targets – progress update Target The Board aspires to meet and ultimately exceed the target for at least 40% of Board positions to be held by women. That at least one of the positions of Chair, CEO, CFO or Senior Independent Director is held by a woman. That at least one member of the Board is from a minority ethnic background.


As at 31 March 2024, 42% of our Board identified as women.

As at 31 March 2024 our Group Chief Executive Officer position is held by a woman. As at 31 March 2024, we currently have two Board members from a minority background, and we continually aspire to increase diverse representation on our Board.

Board and executive management diversity Prepared in accordance with UK Listing Rule 9.8.6R(10) as at 31 March 2024 Gender identity or sex 1 Number of Board members Percentage of the Board

Number of senior positions on the Board (CEO, CFO, SID and Chair)

Number in executive management

Percentage of executive management

Men Women

7 5 0 0

58% 42% 0% 0%

3 1 0 0

8 4 0 0

67% 33% 0% 0%

Other categories

Not specified/prefer not to say

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