74 Vodafone Group Plc Annual Report 2026
Strategic report
Governance
Financials
Other information
Our governance structure Our governance structure facilitates effective decision-making and supports the successful delivery of our strategy.
The Board The Board comprises the Chair, Senior Independent Director, Non-Executive Directors, the Group Chief Executive and the Group Chief Financial Officer. Our Non-Executive Directors bring independent judgement, and wide and varied commercial, financial and industry experience to the Board and Committees. A summary of each role can be found on page 76 Biographies of Board members can be found on pages 77 to 80 Board meetings are structured to allow open discussions. At each meeting, the Directors are made aware of the key discussions and decisions of the principal Committees by the respective Committee Chairs. Minutes of Board and Committee meetings are circulated to all Directors after each meeting. R ead more about the Board’s activities during the year on pages 84 to 86 The Board is collectively responsible for ensuring leadership through effective oversight and review. It sets the strategic direction with the goal of delivering sustainable stakeholder value over the longer term and has oversight of cultural and ethics programmes. The Board’s responsibility includes delivery of strategy and business performance. The Board also retains responsibility for the Group’s operations and the effectiveness of systems of internal control and risk management, including climate-related risks and opportunities, accounting and compliance (including determining the appropriate level of risk exposure, management and mitigation for the Group). It is also responsible for matters relating to finance, audit, reputation, listed company management, corporate governance, remuneration and effective succession planning, much of which is overseen through its principal Committees.
The Executive Committee The Executive Committee comprises Margherita Della Valle, the Group Chief Executive, and Pilar López, Group Chief Financial Officer, together with a number of senior executives responsible for global commercial operations, human resources, technology, external affairs and legal matters. Committee members also include the Executive Chairman Vodafone Germany and CEO European Markets, CEO Vodafone Investments & Strategy, CEO Vodacom Group, Group Chief Network Officer and CEO of Vodafone Business. Led by the Group Chief Executive, the Executive Committee and other management committees are responsible for making day-to-day management and operational decisions, including implementing strategic objectives and empowering competitive business performance in line with established risk management frameworks, compliance policies, internal control systems and reporting requirements. Details of the Executive Committee members and their range of experience, skills and expertise can be found on page 81. Some members also hold external non-executive directorships, giving them valuable board experience. B iographies of the Executive Committee can be found on page 81
The Board Responsible for the overall conduct of the Group’s business including: our long-term success; setting our mission; monitoring culture and how it has been embedded; monitoring our values, standards and strategic objectives; reviewing our performance; and maintaining positive dialogue with our stakeholders. The Board has established five formal Committees to focus on specific areas.
Nominations and Governance Committee
Audit and Risk Committee
Remuneration Committee
ESG Committee
Technology Committee
Click to read more about the responsibilities of each Board Committee: vodafone.com/board-committees
Executive Committee Focuses on strategy implementation, financial and competitive performance, commercial and technological developments, succession planning and organisational development. The Committee has established a number of additional management committees including:
CEO/CFO
AI Governance Steering Committee
Capital Decision Board
Business Decision Board
Simplicity Board
Disclosure Committee
ESG and Reputation Steering Committee
Risk and Compliance Committee
National Security Committee
Entities Nominations Committee
Click to read more about the Executive Committee: vodafone.com/exco
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