Annual Report on Remuneration continued 115 Vodafone Group Plc Annual Report 2026
Strategic report
Governance
Financials
Other information
Fair pay at Vodafone In addition to being a core principle of the Committee, there is a clear culture in our business of ensuring we offer competitive and fair pay to all our people. Our approach across our business is guided by six principles which can be found on our fair pay website through the link below and includes a commitment to gender pay parity. Our commitment to these principles is reflected by the fact that the UK-based Living Wage Foundation has certified us as an Accredited Living Wage employer. Click to learn more about our fair pay principles: vodafone.com/fair-pay In keeping with our fair pay principle of ensuring reward decisions are free from discrimination, each year we publish our UK pay gap report in line with the statutory UK requirements for disclosing the gender pay gap. Our report also voluntarily reports on our ethnicity pay gap for UK employees in our local market and Group entity. Details of our pay gap disclosure can be found in our report linked below. Click to learn more about our initiatives, case studies, and key statistics on our dedicated UK pay gap webpage: vodafone.com/gender-pay-gap We are proud of the policies that we have put in place to support our employees and we remain committed to addressing all forms of representation at all levels. Risk management The Committee undertakes an annual review of the potential risks within our incentive plans and what steps have been taken to mitigate these. The review looks at both the structure of our incentives and the performance conditions used. Given our current structure and performance metrics, the 2026 review focused on risk areas such as capital expenditure and alignment between management and stakeholders. Stakeholder engagement The Committee considers all stakeholder groups when setting executive pay including: Employees The Committee is fully briefed on pay arrangements across the business to ensure any decisions on executive pay are made within our wider business context and take into account wider employee pay conditions. We engage with our employees through a variety of means including employee forums, interactive webinars with our executives, global Spirit Beat surveys, and digital communication platforms, all of which give our people the chance to voice their opinion on any area of interest, including all-employee and executive pay. Customers The importance of customers to our strategy is reflected in how our annual bonus plan includes the customer-focused measures of revenue market share, NPS, and churn. Shareholders The Committee values the active participation of our shareholders during our consultations and fully considers all feedback as part of the review process. External bodies The Committee actively engages with external professional bodies and government departments when they issue consultations on proposed changes to legislation or reporting guidelines. Wider society The Committee is fully aware that society remains concerned about the risk of excessive executive pay practices in the wider market. The Committee believes that transparent reporting and active engagement in explaining both the operation of, and rationale for, executive pay decisions is key for businesses to retain trust in this area.
2026 remuneration for the Chair and Non-Executive Directors (audited) Salary/fees Benefits 1
Total
2026 £’000 683 193
2025 £’000 650 150
2026 £’000
2025 £’000
2026 £’000
2025 £’000
Chair Jean-François van Boxmeer Senior Independent Director Simon Segars Non-Executive Directors Stephen A. Carter CBE Delphine Ernotte Cunci
34 15
31
717 681
105
208
255
135 115 135 115 138 115
3 6 4 5
4 5 5 – 4
138 119
141 149 156
120 120 29
Michel Demaré Simon Dingemans Hatem Dowidar Deborah Kerr Amparo Moraleda
11
152
29
– 2
–
5
4
138 115 185 185
15 11
10 11
153 125 196 196
Anne-Françoise Nesmes (appointed 29 July 2025)
101
–
9
–
110 148
–
Christine Ramon
138 115
10 15
15
130
Former Non-Executive Directors David Nish (retired on 29 July 2025)
62
190
20 3
77
210
Total
2,060 1,779
138 210 2,198 1,989
Notes: 1. This includes certain travel and accommodation expenses in relation to Board activities which are treated as a taxable benefit. Values include these expenses and the corresponding grossed up tax settled by the Company. 2. As per the terms of our strategic relationship agreement with e&, Hatem Dowidar does not receive a fee for this role. 3. This figure is restated on account of a change to David Nish’s applicable tax treatment for the benefits provided. Pay in the wider context Remuneration arrangements As part of its review of executive remuneration arrangements, the Committee takes account of the pay policies in place across the wider business. This includes considering the structure of remuneration offerings at each level of the business. During the year the Committee reviewed the remuneration structure across the business, which included how our arrangements aligned with our strategy, the introduction of the Vodafone Leadership Team (‘VLT’) and how the business is preparing for the EU Pay Transparency Directive. The update also set out the results of the latest annual fair pay review, including where the key focus areas were, and any actions agreed locally to implement required adjustments.
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