87 Vodafone Group Plc Annual Report 2026
Strategic report
Governance
Financials
Other information
Annual Board performance review The Board recognises that it needs to continually monitor and improve its performance. Our annual performance review provides the opportunity for the Board and its Committees to reflect on the effectiveness of its activities, the quality of its decision-making and the contribution made by each Board member. Process undertaken for our Board performance review – Effectiveness; – Skills, composition and diversity;
Board Committees Each of the Board’s Committees’ performance was also reviewed within the self-assessment questionnaire. Questions covered the logistics, performance and effectiveness of Committees and their respective Chairs.
The conclusions of this review were positive, with Committee members agreeing that the Committees were functioning effectively, and their respective Chairs noted as effective in fulfilling their duties. Key strengths of the Committees were highlighted, as were areas for improvement
– Leadership (the appraisal of the Chair, led by the Senior Independent Director (‘SID’), was included); – Fundamentals of administration and process; and – Board Committees. Conversely, the one-on-one meetings between Directors and the Senior Independent Director took a less structured form to enable Directors to lead on the topics of conversation and raise specific items and comments organically beyond the appraisal of the Chair. The findings were collated and a paper presented to the Nominations and Governance Committee and the Board at their March 2026 meetings. A summary of these review findings are noted in the table to the right. Individual performance The self-assessment questionnaire included specific questions to enable a formal and rigorous review of individual Directors’ performance. Each individual Director’s effectiveness of contribution was rated, asking the respondent to take into account preparation ahead of meetings, time commitment, independence and courage to challenge. The performance and effectiveness of contribution for each Director, including the Chair, was also considered as part of the one-on- one conversations. The results proved favourable, concluding that Directors continue to make valuable contributions to Board meetings and to the meetings of the Committees on which they sit, as well as supporting the view that the Directors work effectively together to contribute to the Company’s long-term success.
In accordance with the UK Corporate Governance Code 2024, an annual performance review of the Board was conducted to consider its composition, diversity and how effectively members work together to achieve objectives. Following an external evaluation for FY25, the FY26 review was conducted internally. The internal review was led by the Chair and supported by the Group General Counsel and Company Secretary. The objectives of the review were to provide an assessment of: – Vodafone Group’s Board effectiveness and governance; – The effectiveness of Vodafone Group’s Committees; and – The effectiveness of Directors individually, including the Chair’s effectiveness, and how members work together to achieve objectives, taking into account their preparation ahead of meetings, time commitment, independence and courage to challenge. The structure of the evaluation was agreed to take a hybrid format, comprising self- assessment questionnaires for the Directors and one-on-one conversational meetings with the Senior Independent Director. Response was also sought from the Group General Counsel and Company Secretary to enable greater scrutiny and provide an additional review for consideration and reflection. With strong regard to the provisions and principles outlined in the UK Corporate Governance Code 2024 and matters of specific importance to Vodafone, a tailored questionnaire consisting of 28 questions was compiled to gather and distil feedback on the following topics:
FY26 Board performance review findings The Board were encouraged by the strengths identified. The following items were noted in particular: Effectiveness
Directors report a strong shared understanding of individual and collective responsibilities. The Board is viewed as cohesive, constructive and commercially focused, with open debate, candid challenge and timely resolution of issues. Relationships across the Board were rated effective or highly effective, including between the Chair and SID; Chair and Company Secretary; Executives and Non-Executives; and among Non-Executives. Feedback also reflects optimism regarding recently established relationships following Director changes during the year. The Board widely regards itself as possessing the requisite diversity, experience, knowledge, skills, expertise, and commitment necessary for effective leadership in developing and executing strategy, addressing challenges and opportunities, and managing principal risks for the Company. Effective succession planning for both Board members and senior management was also acknowledged. The Chair’s leadership was consistently rated as highly effective. Respondents highlighted that the Chair is well informed, adept at facilitating discussions, promotes engagement, and ensures directors are kept updated. Feedback highlights the Chair’s excellence, warmth, and openness in fostering a positive setting for collaborative discussions. Additionally, the Chair’s collaboration with the CEO and Management was noted favourably, contributing to a well-functioning Board-management dynamic. Board processes are effective, efficient and thorough which allow the Board to carry out its responsibilities. The quality and conciseness of Board papers was positively commended, with respondents describing them as well-written and informative.
Skills, composition, and diversity
Leadership
Administration and process
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