86 Vodafone Group Plc Annual Report 2026
Strategic report
Governance
Financials
Other information
Board activities and key areas of focus during the year continued
Capital allocation and financial performance At each meeting, the Board reviewed the Group’s financial performance, including service revenue trends, EBITDA, cash generation and cost transformation. The Board considered the near term free cash flow implications of the UK integration, the Group’s leverage position, and dividend planning within the parameters of the Long-Range Plan. Dividend In accordance with its duties under section 172 of the Companies Act 2006, the Board considered the long-term sustainability of the Company, the interests of shareholders and wider stakeholders, and the financial position, performance and viability of the Group when determining dividends. Taking these factors into account, the Board approved an interim dividend of 2.3625 eurocents per share, which was paid on 5 February 2026, and has recommended a final dividend of 2.25 eurocents per share for payment on 30 July 2026. The Board’s decisions reflect its ongoing commitment to a disciplined capital allocation framework and a dividend timetable aligned with shareholder expectations. Buyback programme The Board approved a €2 billion share buyback programme following the completion of the sale of Vodafone Italy, in line with the Group’s capital allocation framework. In approving the programme, the Board considered the Group’s financial position, portfolio progress and shareholder returns profile. The programme forms part of Vodafone’s disciplined approach to capital allocation and reflects the Board’s commitment to delivering sustainable value for shareholders. Investor relations The Board received regular updates on market performance, share price developments and engagement with institutional investors and analysts, including insights gathered through investor roadshows during the year.
workforce sentiment, leadership development and employee engagement. Directors reviewed Spirit engagement results, talent assessments and retention priorities, particularly in markets undergoing significant transformation. Consistent with the 2024 UK Corporate Governance Code, the Board evaluated how the desired culture is being embedded across the Group, ensuring alignment between strategic priorities, leadership behaviours and frontline experience. R ead more about culture and the Board on pages 82 to 83 Diversity and Inclusion The Board reviewed progress against Vodafone’s diversity and inclusion commitments. Directors approved the renewal of the Board Diversity Policy, confirming continued alignment with the FCA Listing Rules, the Parker Review and the FTSE Women Leaders Review. The Board also reviewed senior leadership succession plans, evolving workforce demographics and initiatives to attract, retain and develop diverse talent across the Group’s markets and operations. Read more about inclusion on pages 39 to 40 The Board diversity policy is reviewed on an annual basis. Read more about our Board diversity policy on page 91 Risk management and internal control The Board is responsible for maintaining an effective system of risk management and internal control. Throughout the year, the Board and the Audit and Risk Committee reviewed principal and emerging risks, cyber security resilience, internal controls over financial reporting, compliance updates and findings from internal and external audits. The Board considered risk implications arising from major programmes, including the UK integration, Germany turnaround, spectrum investments and geopolitical developments. R ead more about our internal control framework, risk management and effectiveness on page 95 to 96 and the Audit and Risk Committee deep-dives on page 93
Modern Slavery The Board monitors the Group’s compliance with the requirements of the UK Modern Slavery Act 2015 and approved its Modern Slavery Statement in May.
R ead more about how the Board engaged with investors during the year on page 11 People and Culture Board Changes As part of its ongoing oversight of executive succession planning, the Board undertook a comprehensive process to appoint the Group’s new Chief Financial Officer. Supported by an external search led by Egon Zehnder and MWM, a diverse longlist of candidates was considered and shortlisted individuals were interviewed by the Chair and designated Non Executive Directors. On the recommendation of the Nominations and Governance Committee, the Board approved the appointment of Pilar López as Chief Financial Officer Designate from 1 October 2025 and Chief Financial Officer and Executive Director from 1 December 2025. This process formed an integral part of the Board’s broader approach to ensuring strong executive leadership and planned succession. Following a rigorous external search, we announced the appointment of Anne-Françoise Nesmes as a Non-Executive Director effective from the conclusion of the AGM in July 2025. Anne-Françoise joined the Audit and Risk Committee and ESG Committee with effect from the same date. Following a further rigorous external search, we announced the appointment of Olaf Koch as a Non-Executive Director with effect from the conclusion of the 2026 AGM on 27 July 2026, subject to shareholder approval. In accordance with its terms of reference, the Nominations and Governance Committee led both of these appointment processes, and the Board was updated on the developments. The Board approved the recommendation to appoint Anne-Françoise at its April meeting in 2025 and approved the recommendation to appoint Olaf on 15 May 2026. Culture and the Board The Board continued to monitor Vodafone’s culture, supported by regular updates on
Read more about our Modern Slavery Statement: vodafone.com/modern-slavery-statement
Stakeholder engagement and s172 statement In fulfilling its responsibilities under Section 172 of the Companies Act 2006, the Board carefully considered the interests of key stakeholders when making significant decisions. Key areas of engagement included customer insights, workforce engagement and culture, shareholder expectations (including feedback from the investor roadshow), regulatory engagement on competition and digital policy, and oversight of Vodafone Foundation activities. The Board ensured that s172 considerations were integrated into discussions on strategy, capital allocation, transformation programmes and major transactions. Examples of decisions taken during the year, linked to our strategic priorities, are provided on pages 84 to 86 R ead more about Vodafone’s key stakeholders and how the Board has engaged with them during the year on pages 9 to 11
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