Our governance structure continued 75 Vodafone Group Plc Annual Report 2026
Strategic report
Governance
Financials
Other information
Management Committee roles
Board Committee roles Committee
Role and focus
Committee
Role and focus
Audit and Risk Committee
Capital Decision Board
– Reviews the adequacy of the Group’s system of internal control, including the risk management framework and related compliance activities. – Monitors the integrity of financial statements, reviews significant financial reporting judgements, and advises the Board on fair, balanced and understandable reporting and the long-term viability statement. – The Committee also has joint responsibility, with the ESG Committee, for reviewing the appropriateness and adequacy of ESG disclosures provided within the Annual Report and the ESG Addendum, including the approval of their content. R ead more on pages 92 to 97 – Evaluates Board composition and ensures Board diversity and a balance of skills, as well as experience in ESG matters. – Reviews Board and Executive Committee succession plans to maintain continuity of skilled resources. – Oversees matters relating to corporate governance. R ead more on pages 89 to 91 – Sets, reviews and recommends the policy on remuneration of the Chair, executives and senior management team. – Monitors the implementation of the Remuneration Policy. – Oversees general pay practices across the Group. R ead more on pages 100 to 102 – Oversees the ESG programme and monitors the mission agenda in relation to empowering people, protecting our planet and ensuring that we act with integrity. – Monitors progress against key performance indicators and external ESG index results. – Oversees progress on ESG commitments and targets. – The Committee also has joint responsibility, with the Audit and Risk Committee, for reviewing the appropriateness and adequacy of ESG disclosures provided within the Annual Report and ESG Addendum, including the approval of their content. R ead more on page 99 – Supports the Board with fulfilling its oversight of the Company, specifically how technology underpins Company strategy, including assessing risks and exploring innovations for future growth. – Monitors technology development, innovation, risks, disruptors and mitigations. – Reviews technology supply chains, partnerships and external relationships. R ead more on page 98
– Assists the Executive Committee in fulfilling its accountabilities with regard to capital allocation decisions, with a specific focus on Group-wide, cross functional and multi-market initiatives. – Assists the Executive Committee in fulfilling its accountabilities with regard to business segment growth decisions, with specific focus on Group-wide, cross-functional and multi-market initiatives. – Assists the Executive Committee in fulfilling its accountabilities with regard to simplicity programme activity decisions, with a specific focus on Group-wide, cross functional and multi-market initiatives. – Sets the vision, strategy and policy for our development and use of AI, ensuring oversight of implementation, agreeing resource allocation, and taking risk decisions related to AI strategy, policy and implementation. – Assists the Executive Committee in discharging its responsibilities for material risks, compliance and adherence to the Code of Conduct. The Committee oversees risk management and internal control activities, conducts targeted deep-dives and maintains an overview of the escalation of material issues to the Executive Committee and, where required, to the Audit and Risk Committee and the Board. – Assists the Executive Committee with the effective coordination of ESG and mission activities and advises on reputational risks and policy matters.
Business Decision Board
Simplicity Board
Nominations and Governance Committee
AI Governance Steering Committee
Remuneration Committee
Risk and Compliance Committee
ESG Committee
ESG and Reputation Steering Committee National Security Committee Entities Nominations Committee
– Oversees the capabilities to deliver on sensitive contracts where there are potential UK national security implications.
Technology Committee
– Reviews the composition of material subsidiary boards and Vodafone representatives on joint venture and other investments and approves the appointment or nominations of Vodafone representatives to joint venture investments and other entities to ensure the appropriate mix and diversity of capabilities and talent. – Oversees the accuracy, timeliness and materiality of Group disclosures and approves controls and procedures in relation to the public disclosure of financial and non-financial information.
Disclosure Committee
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