ESG Committee 96 Vodafone Group Plc Annual Report 2024
Strategic report
Governance
Financials
Other information
In 2021, the Board formally approved the establishment of a new Committee of the Board, the ESG Committee. The role of the Committee is to provide oversight of Vodafone’s Environmental, Social and Governance (‘ESG’) programme, to monitor the Purpose agenda in relation to Empowering People, Protecting the Planet and ensuring that Vodafone Maintains Trust. Chair Amparo Moraleda Members Jean-François van Boxmeer Christine Ramon Simon Segars Key responsibilities The responsibilities of the Committee are to: – Provide oversight of the Vodafone Group ESG programme and monitor the Purpose agenda; – Review and provide guidance on the implementation of the ESG strategy, and related policies and programmes required to implement the ESG strategy; – Monitor progress against KPIs and external ESG indices; and – Provide joint oversight and effective governance with the Audit and Risk Committee (‘ARC’) over the ESG content within the Annual Report, the ESG Addendum and other disclosures with ESG content. Click to read the Committee’s terms of reference: vodafone.com/board-committees Letter from Committee Chair On behalf of the Board, I am pleased to present Vodafone’s ESG Committee report for the year ended 31 March 2024. On establishment of the Committee in 2021, I was appointed as Chair due to my experience in ESG topics and my tenure as a member of the Board of Trustees of the Vodafone Foundation since 2020. In November 2022, we were delighted to welcome a new Committee member, Simon Segars, who brings a wealth of experience from his career in the electrical engineering field to the Vodafone Board and the ESG Committee. In 2023, the Committee underwent a substantial change to its structure, as two of my fellow founding members, Dame Clara Furse and Valerie Gooding, retired from the Committee after building a strong foundation from which our new members will drive the strategy to the next phase. To emphasise ESG as a strategic priority, our Board Chair, Jean- François van Boxmeer, joined the ESG Committee, in addition to his role on the Nominations and Governance Committee. Jean-François was Chief Executive of Heineken for 15 years and provides important perspectives having held senior roles across Africa and Europe before becoming Chair of the Vodafone Board in 2020. Christine Ramon completes the ESG Committee. Her extensive experience in senior finance roles, specifically at AngloGold Ashanti, energy and chemicals company Sasol, and as non-executive director at telecommunications company MTN Group Ltd, both in South Africa, offer invaluable insights to many markets in which Vodafone operates. Her position on the ARC ensures that where ESG concepts converge with risk and compliance topics, we can take an integrated approach. In FY23, the Board took the decision to evolve ESG governance and increase the cadence of ESG Committee meetings to three per annum. This additional engagement is a joint session with the ARC, to stay ahead of the constantly changing ESG landscape, ensure a
holistic perspective on the issues that impact both committees and implement additional controls on disclosures, within the Annual Report and the ESG Addendum and Methodology document, for which we have introduced a collaborative responsibility. The other two Committee meetings in FY23 ensured further development of the relationships with the senior leaders who lead the Purpose agenda, drive the strategies to deliver against the KPIs and engage Vodafone employees in supporting positive change in all ESG areas. The wide variety of topics and thorough papers ensured a comprehensive view of the ESG programmes. Deep dives with subject matter experts were conducted to develop detailed knowledge on specific strategies, KPIs and progress against them along with discussions around future direction. Multiple discussions with Joakim Reiter, Chief External and Corporate Affairs Officer, have reinforced that ESG is at the core of Vodafone’s purpose and is a key element in the execution of the corporate strategy, as well as a driver of commercial success. The approach to ESG brings together five key programmes: – Purpose and the actions Vodafone takes within our Purpose strategy relating to Empowering People, Protecting the Planet and Maintaining Trust; – Oversight of Vodafone’s ESG strategy and performance to ensure an effective ESG programme; – Conducting business with integrity , to ensure Vodafone operates to the highest possible standards of integrity and ethics, and that Vodafone is ‘Doing What’s Right’ towards customers, colleagues, communities and co-partners; – Transparency , including providing correct disclosures and reporting, as well as external positioning, engagement and communication on all material ESG aspects; and – Measurement , ensuring that the data that we use to track progress on ESG metrics is of high quality and reliable, to provide insights for strategic focus. The transformation programme to move ESG data reporting to the finance function continues to evolve and support the delivery of substantial improvements in our non-financial data through the development of a robust control environment, alongside policies, to progress our ESG objectives. On behalf of the Committee, I have reported on the FY24 work to the Board, and I am looking forward to FY25; starting with the joint ESG and ARC Committee meeting in May 2024 to review annual reporting. The Committee will continue oversight and scrutiny of Vodafone’s ESG agenda, including further presentations from senior executives and experts from across the Group. We will review progress on each of Vodafone’s ESG strategies and the pathways in place to meet our ESG goals in Group and across markets. Consideration of the following stakeholder interests will remain part of the Committee’s responsibility: – Investors: Strong Board-level ESG governance is a key requirement of an effective ESG programme; – Governments and regulators: Local and international legal and regulatory obligations on ESG topics continue to increase; – Local communities and NGOs: ESG topics affect the day-to-day lives of the people in the communities that we serve; – Suppliers and customers : Upholding high ethical standards throughout our value chain is critical for stakeholders when deciding whether they should do business with Vodafone; and – Employees take pride in working for a purpose-driven organisation that is enabling an inclusive, sustainable and trusted digital society. Amparo Moraleda On behalf of the ESG Committee 14 May 2024
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