Chair’s governance statement continued 73 Vodafone Group Plc Annual Report 2026
Strategic report
Governance
Financials
Other information
As in recent prior years, the 2025 Annual General Meeting (‘AGM’) was held at Vodafone UK’s headquarters in Newbury, Berkshire and was available to watch live via a webcast for those shareholders who were unable to attend in person. Shareholders were able to pre-submit questions or, if attending in person, ask questions on the day, for consideration by the Directors at the meeting. We intend to hold the 2026 AGM in the same format, with a live webcast and ability to pre- submit questions, however we have decided to hold the meeting in Paddington, London. The year ahead Key focus for the Board and I during FY27 will be continuing to monitor the execution of Vodafone’s three strategic priorities; Customers, Simplicity and Growth. As an example for Customers, continuing our oversight of Vodafone’s satellite connectivity strategy given the opportunity this presents in ensuring customers stay connected wherever they live, work or travel. An example area of focus in respect of simplicity will be the continued monitoring of the FY26–30 Long Range Plan execution, assessing achievement of our simplification agenda as well as further consideration of technology trends such as strategic implications of AI, including opportunities to improve productivity, accelerate IT modernisation and strengthen customer centric decision making. In terms of Growth, focus will be in ensuring this continues, whether inorganic or through appropriate M&A as the Board deems. I hope that the following pages, reporting on our approach to Governance at Vodafone, is insightful and I look forward to engaging with our shareholders at the Company’s 2026 AGM. Thank you for your continued support. Jean-François van Boxmeer Chair of the Board
our Executive Committee and our global senior leadership team, in all its forms. Annual Performance Review Following an external review for FY25, this year, the Board undertook an internal performance review, which I led with support from the Group General Counsel and Company Secretary, Maaike de Bie. Individual Directors and Maaike were invited to complete a self-assessment questionnaire as well as speaking one-on-one with Simon Segars, Senior Independent Director. The findings were collated and presented to the Nominations and Governance Committee and the Board at their March 2026 meetings. I am delighted to report that there was unified agreement that the Board continues to operate effectively, with improvements in cohesion, pace and the quality of debate compared with the prior year. The recent Board refresh, clearer strategic focus and leadership has resulted in stronger alignment, more open discussions and a better balance between challenge and support. Some development actions were identified and we will look to progress these during the year ahead. Executive Committee As previously announced there have been multiple changes in the Executive Committee over the last two years with five leavers and four external hires, the latest being the appointment of Ruth McGill as Chief Human Resources Officer in January 2026. With this in mind, over the last year there has been a focus not just on succession planning but clear development plans and an investment in onboarding support, coaching and team effectiveness. Culture and strategy Our mission ‘Everyone.Connected’ is at the core of our strategy and has guided actions at every level throughout the year. The Board understands the importance of culture and setting the tone of the organisation from the top and embedding it throughout the Group. We refer to our culture as the ‘Spirit of Vodafone’ and it is a key
component of the organisational transformation we are driving, to deliver our strategy and establish a customer-first culture. We recognise the significance of an inclusive environment where everyone has the opportunity to thrive and belong. A more motivated and productive workforce is integral to delivering our three strategic priorities: Customers, Simplicity and Growth. The Board receives regular updates from management and appointed Workforce Engagement Leads, Delphine Ernotte Cunci and Christine Ramon, on employee engagement and the ‘Spirit of Vodafone’. In addition, this year the Board have had opportunities to engage directly with employees during various market visits. This provides valuable insight and enables the Board to make informed decisions where appropriate. Stakeholder engagement The Board is committed to understanding the views of all Vodafone stakeholders to guide our decision-making process. We acknowledge that Vodafone’s success relies on the Board making decisions that benefit our shareholders while considering the interests of all stakeholders. Throughout the year, I have met with institutional shareholders both virtually and in person. In March 2026, I had individual meetings with a number of the Company’s largest shareholders, engaging on strategic topics such as the turnaround of our German business, the UK integration, the regulatory environment, and growth opportunities in B2B and Africa. We also discussed other topics such as Board composition and remuneration. For individual shareholders, resources were made available during the year, such as online presentations hosted by various retail investor platforms. I also met senior political leaders, including as the Chair of the European Round Table for Industry. This involved presidents and prime ministers from across Europe and at supranational organisations such as the European Commission, the European Council and the European Parliament.
AGM, Anne-Françoise Nesmes will be appointed as ESG Committee Chair and Christine Ramon will be appointed Remuneration Committee Chair. On 15 May 2026 we also announced that Olaf Koch will be appointed as a Non-Executive Director with effect from the conclusion of the 2026 AGM, subject to shareholder approval. Olaf is an experienced German business leader with strong tech expertise, known for driving complex transformations in large companies. He blends deep knowledge of German corporate culture and capital markets with an entrepreneurial approach. I am delighted to welcome Olaf to the Board. The changes in Board composition over the last year have continued to strengthen the Board dynamic and further provided valuable expertise in finance, operations and strategy to achieve our priorities and deliver long-term value to shareholders. The Board and I believe our composition, with highly relevant sector and key markets expertise, makes us well placed to advise, challenge and provide management oversight. Diversity We remain committed to having a Board that is diverse in all respects. With support from the Nominations and Governance Committee, we continue to monitor requirements and best practices and are proud to meet gender targets requiring Boards to comprise of at least 40% women. This includes having females appointed as Group Chief Executive and Group Chief Financial Officer. As at 31 March 2026, we exceed the Parker Review target to have at least one Director from a minority ethnic group, with two appointed. As at 31 March 2026, 22% of our global senior leadership team are from ethnically diverse backgrounds and we continue to strive towards the target for 25% by 2030. We strongly believe that these diversity targets are not just an end goal, but a continuous journey, as we endeavour to increase diversity on our Board,
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