89 Vodafone Group Plc Annual Report 2026
Strategic report
Governance
Financials
Other information
Nominations and Governance Committee
The Nominations and Governance Committee (the ‘Committee’) continues to monitor the composition, structure and size of the Board and its Committees to ensure that there is an appropriate balance of skills, knowledge, experience and diversity so that responsibilities can be discharged effectively. The Committee oversees all matters relating to corporate governance and succession planning and makes recommendations to the Board as appropriate. Chair Jean-François van Boxmeer Members Stephen A. Carter CBE Michel Demaré (to 29 July 2025) Hatem Dowidar Delphine Ernotte Cunci (from 29 July 2025) David Nish (to 29 July 2025) Simon Segars (from 29 July 2025) With the exception of Hatem Dowidar, the Committee is comprised of independent Non-Executive Directors. The Committee had three scheduled meetings during the year and additional ad hoc meetings as required. T he attendance at Committee meetings can be found on page 80 Roles and responsibilities The terms of reference for the Nominations and Governance Committee set out the role and Responsibilities of the Committee and are reviewed annually. Click to read the Committee’s terms of reference: vodafone.com/board-committees
Letter from Committee Chair On behalf of the Board, I am pleased to present the Nominations and Governance Committee Report for the year ended 31 March 2026. Board changes and succession planning A key focus for the Committee this year has been Board composition and succession planning. As previously announced, David Nish retired from the Board following nine years’ service as Non-Executive Director, at the conclusion of the AGM in July 2025. Simon Dingemans, who had joined the Board earlier in the year, was appointed Chair of the Audit and Risk Committee and Simon Segars was appointed Senior Independent Director replacing David Nish. In addition, as announced earlier in the year, Anne-Françoise Nesmes was appointed Non-Executive Director on the same day, bringing additional financial expertise and strength to the Board. The Committee monitors the length of tenure, skills and experience of Non-Executive Directors to assist with succession planning. Amparo Moraleda will have completed nine years’ service on the Board at the time of the AGM on 27 July 2026 (‘2026 AGM’) and as announced on 15 May 2026 will not be seeking re-election at the 2026 AGM. A search for her successor was undertaken and MWM, an independent external search firm was appointed to support the candidate search ideally with expertise in the German market. Suitable candidates were interviewed by myself, other members of the Committee and by the Group Chief Executive. The Committee then made a recommendation to the Board for the appointment of Olaf with effect from the conclusion of the 2026 AGM on 27 July 2026, subject to shareholder approval. Olaf is an experienced German business leader with strong tech expertise, known for driving complex transformations in large companies.
With the exception of Amparo, all other Non- Executive Directors have submitted themselves for election or re-election, as applicable. The Committee is confident that the Board has the necessary mix of skills and experience to contribute to the Company’s strategic objectives. R ead more about the details of the length of tenure of each Director and a summary of the skills and experience of the Non-Executive Directors on pages 77 to 80 Board Committee composition Whilst keeping the Board composition under review, the Committee also considers the composition of the Board Committees, evaluating the balance of skills, experience, independence, knowledge and diversity requirements. Following the retirement of Amparo Moraleda from the Board at the conclusion of the AGM on 27 July 2026, Christine Ramon will be appointed Chair of the Remuneration Committee and Anne-Françoise Nesmes will be appointed Chair of the ESG Committee. These changes to the composition of the Board Committees continue to ensure alignment between skills, the specific Committee and individual responsibilities. Non-Executive Director appointment process When considering the recruitment of new Directors, the Committee adopts a formal and transparent procedure, which takes into account the skills, knowledge and level of experience required as well as social mobility factors and diversity. To start the appointment process, a search specification is created and an external recruitment consultancy firm are appointed to provide support. The firm provide a list of potential candidates with a diverse range of backgrounds and characteristics. Shortlisted candidates will then be interviewed by Committee members before they meet with the Group Chief Executive, Chair and other members of management as
appropriate. A recommendation will then be made to the Board on the appointment. Appointment of Chief Financial Officer Following the announcement that Luka Mucic would step down as Group Chief Financial Officer during the year in order to pursue an external opportunity, a rigorous search was undertaken to identify his successor. The Committee, in discussion with the Chair and the Group Chief Executive, Margherita Della Valle, defined the qualities required in Luka’s successor, recognising the importance of a proactive, results driven approach, combined with telecoms experience and credibility as a leader. The search was supported by Egon Zehnder and MWM, both independent external search firms. A selection of candidates was presented to the Committee, the Chair and the Group Chief Executive. Independent assessments of both internal and external candidates were also undertaken by Korn Ferry. Pilar López was identified as a possible candidate early in the process and was interviewed by the Chair, Group Chief Executive, members of the Committee and of the wider Board. The Committee agreed to recommend her appointment as Chief Financial Officer to the Board, which was approved, and announced on 19 June 2025. Pilar brings a strong drive for results and an analytical based approach to performance management with experience in effectively leading productivity and restructuring programmes. Pilar joined the Company on 1 October 2025 as CFO designate and was appointed Chief Financial Officer and an Executive Director on 1 December 2025, following the departure of Luka Mucic on 30 November 2025. Executive Committee changes, succession planning and talent pipeline This year, the Committee has continued to focus on succession plans for executives below Board
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