71 Vodafone Group Plc Annual Report 2026
Strategic report
Governance
Financials
Other information
Governance at a glance
Compliance with the 2024 UK Corporate Governance Code (the ‘Code’) In respect of the year ended 31 March 2026, Vodafone Group Plc was subject to the Code (available from www.frc.org.uk ). The Board is pleased to confirm that we applied the principles and complied with all the provisions of the Code throughout the year. Further information on compliance with the Code can be found as follows: Compliance with the Code Board leadership and Company purpose Read more Long-term value and sustainability pages 23–59, 64 Culture pages 38–43, 82–83 Board activities and decisions pages 84–86 Shareholder engagement pages 11, 73, 86 Other stakeholder engagement pages 9–11, 73, 83–86 Conflicts of interest page 90 Role of the Chair page 76 Division of responsibilities Read more Non-Executive Directors pages 76–80 Independence pages 71, 90 Composition, succession and evaluation Read more Appointments and succession planning pages 77–80, 89–90 Skills, experience and knowledge pages 71, 73, 77–80 Length of service pages 71, 77–80 Performance Review pages 73–75, 87–88 Diversity pages 39–40, 71, 73, 86, 91 Remuneration Read more Policies and practices pages 100–120 Alignment with mission, values and long-term strategy pages 100–120 Independent judgement and discretion pages 100, 102, 109 Disclosure Guidance and Transparency Rules We comply with the Corporate Governance Statement requirements pursuant to the FCA’s Disclosure Guidance and Transparency Rules by virtue of the information included in this ‘Governance’ section of the Annual Report together with information contained in the ‘Shareholder information’ section on pages 236 to 241.
The Board continues to champion best practice for independence and ethnic diversity and keeps the balance of skills, knowledge and experience on the Board under regular review.
Non-Executive Director Independence
Senior Board positions
Gender diversity
Independence
Chair Senior Independent Director Chief Executive Chief Financial Officer
1 1 1 1
Independent Non-Executive Directors Non-independent Non-Executive Directors
91% 9%
Female Male
7 6
Independent Executive Independent Non-Executive Directors Chair Non-independent
9 2 1 1
Skills and expertise of Non-Executive Directors
Ethnicity
Tenure
Nationality
Technology / Telecoms Emerging markets Finance ESG Consumer goods and services / Marketing Political / Regulatory Media
8 7 7 5 5 3 2
0–3 years 4–6 years 7–10 years
White Ethnically diverse
11 2
9 2 2
American Belgian Belgian, Swiss British Egyptian French French, British Italian, British South African Spanish
1 1 1 3 1 1 1 1 1 2
Note: As at 31 March 2026.
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