85 Vodafone Group Plc Annual Report 2026
Strategic report
Governance
Financials
Other information
Board activities and key areas of focus during the year continued
connectivity demand over the next decade, including advances in AI, immersive devices, connected machines and next generation network technologies. Directors discussed how these developments may influence future data traffic patterns and the capabilities required to support more intelligent, cloud native and resilient networks. The Board also examined the strategic implications of agentic AI for Vodafone’s operating model, including opportunities to improve productivity, accelerate IT modernisation and strengthen customer centric decision making. Directors emphasised the importance of ensuring Vodafone can capture the benefits of new technologies while maintaining security, resilience, and trusted digital services for customers and public sector partners. VOIS Strategic Review Recognising the scale and strategic importance of VOIS, the Board undertook a structured review of its commercial model, competitiveness, and operational maturity. Directors agreed actions to increase transparency between VOIS and local markets, enhance service standardisation, and develop a five-year vision centred on quality, productivity and AI enabled operations. Governance, controls and internal assurance The Board monitored progress on SOX remediation, reviewed updates on data management and IT resilience, and considered the evolving internal control environment in the context of the 2024 UK Corporate Governance Code and upcoming requirements under Provision 29. The Board approved updates to Matters Reserved, Committee Terms of Reference and the internal FY26 Board evaluation process.
VodafoneZiggo The Board approved the sale of Vodafone’s interests in VodafoneZiggo to Liberty Global for €1 billion in cash and a 10% shareholding in a future Benelux entity comprising VodafoneZiggo and Telenet. The transaction simplifies Vodafone’s footprint and enhances strategic flexibility by allowing the Group to focus on markets where it can generate sustainable growth and long-term value. VodafoneThree The Board approved the buyout of CK Hutchison Group Telecom Holding Limited from the VodafoneThree joint venture for £4.3 billion (€4.9 billion) via a cancellation of shares. Following completion, Vodafone will become the sole owner of VodafoneThree, the UK’s largest mobile operator and one of the fastest growing broadband providers. The transaction enables us to move at an even faster pace to transform the UK’s digital infrastructure and realise value for our shareholders. Inorganic growth The Board provided focused oversight of the Group’s inorganic growth agenda during the year. This included monitoring progress on the Vodafone–Three UK merger, ensuring appropriate governance of key accounting, balance sheet and control considerations. The Board also approved financing authorities to maintain balance sheet flexibility to support future strategic transactions. Through regular financial and strategic updates, the Board assessed valuation insights and portfolio options, ensuring disciplined evaluation of opportunities that could enhance long-term value.
Simplicity Execution of the Long-Range Plan The Board reviewed the FY26–30 Long Range Plan, which sets out the next phase of Vodafone’s simplification agenda. This included strengthening local market accountability, advancing the transformation of Corporate Services and Shared Operations, embedding AI driven productivity gains, and ensuring focus on markets where Vodafone can achieve sustainable, scaled positions. The Board considered the long-term financial framework underpinning the plan, including capital discipline, efficiency commitments and expected improvements in returns. Technology simplification and growth The Board held a dedicated Networks & Technology deep dive to assess progress on network modernisation, cloud migration, legacy system decommissioning and security resilience. Directors welcomed the improvements made and requested enhanced benchmarking against industry peers, greater visibility on long-term resilience plans, and a clear roadmap illustrating how network automation and AI will enable future revenue opportunities. Directors reviewed strategic initiatives to reinforce Vodafone’s leadership in connectivity, including satellite to mobile capability, 5G standalone deployment, network slicing and convergence propositions. The Board also considered the Group’s role in supporting digital sovereignty across Europe and in supplying secure, resilient national infrastructure. Technology trends The Board reviewed long-term technology trends expected to shape customer needs and
Growth Portfolio optimisation and strategic transactions
The Board oversaw several important transactions during the year, reflecting Vodafone’s commitment to disciplined portfolio management: Acquisition of Skaylink The Board approved Vodafone’s acquisition of Skaylink, a European cloud and digital transformation specialist. The transaction strengthens Vodafone Business’ cloud professional and managed services capability and supports the Group’s strategy to accelerate growth in digital services, particularly for enterprise and public sector customers. Vodacom’s acquisition of a controlling stake in Safaricom The Board approved Vodacom’s purchase of an additional 15% stake in Safaricom, increasing Vodacom’s shareholding and giving the Group greater strategic and operational alignment across Kenya and the broader region. The transaction enhances integration of M-Pesa, expands Vodafone’s position in high growth African markets and supports long-term value creation. Acquisition of Telekom Romania The Board approved the acquisition of Telekom Romania’s fixed line operations (now Vodafone Romania), a transaction that strengthens Vodafone’s converged capabilities in the Romanian market and supports the Group’s European fixed mobile strategy. The integration enhances Vodafone’s position in broadband, TV and converged services.
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