90 Vodafone Group Plc Annual Report 2026
Strategic report
Governance
Financials
Other information
Nominations and Governance Committee continued
external advisors and stakeholders, Pilar met with internal stakeholders responsible for the key business operations within her reporting line. Her induction covered a range of topics including strategy, finance, commercial, legal and governance. Director development and training As the external business environment in which the Group operates continues to evolve, it is crucial that our Directors’ skills and knowledge are refreshed and updated regularly. The Chair has overall responsibility for ensuring that our Non-Executive Directors receive suitable ongoing training to enable each to remain effective. Individual training requirements are reviewed regularly and the Board is kept informed of training opportunities, including those offered by our external advisers. In addition to individual tailored training, updates on corporate governance, legal and regulatory matters are also provided by way of briefing papers and presentations at Board and Committee meetings. Board leadership and governance The Committee continues to review action taken to comply with the 2024 UK Corporate Governance Code (the ‘Code’) and other legal and regulatory obligations during the year. The Committee receives regular governance updates and is satisfied that we complied with the Code in full throughout the year. Independence In accordance with the Code, the independence of all the Non-Executive Directors was considered by the Committee. Following evaluation, with the exception of Hatem Dowidar, all Non-Executive Directors are considered independent. The Executive Directors’ service contracts and Non-Executive Directors’ appointment letters are available for inspection at our registered office and at the 2026 AGM.
Key areas of focus for FY27 – Continued review of Board and Committee composition, tenure and onboarding; – Senior leadership talent and succession planning; and – Ongoing monitoring and review of any changes to governance requirements impacting the Company. Jean-François van Boxmeer On behalf of the Nominations and Governance Committee 19 May 2026 Director onboarding and development Onboarding process Upon appointment, each new Director receives a comprehensive and formal induction programme tailored to their needs, experience and the requirements of the role. Consideration is also given to Committee appointments and the Group General Counsel and Company Secretary assists the Chair in designing and facilitating the individual programmes. Onboarding is crucial to ensuring that our Directors have a full understanding of all aspects of our business, including the Group’s strategy, vision and values, enabling them to be able to contribute effectively to the Board. All Directors are also encouraged to attend site visits. Anne-Françoise Nesmes undertook a comprehensive, tailored induction programme which covered a variety of business areas including strategy, finance, compliance, risk, technology and networks and governance. In addition to a briefing on Vodafone Governance, Directors’ duties, the Market Abuse Regulation, and listing and disclosure obligations, Anne-Françoise met with senior management from key business areas and functions. Pilar López received a bespoke induction which focused on her responsibilities as Group Chief Financial Officer. In addition to meetings with
Conflicts of interest and time commitment The Companies Act 2006 provides that directors have a duty to avoid a situation in which they have or may have a direct or indirect interest that conflicts or might conflict with the interests of the Company. This duty is in addition to the existing duty owed to the Company to disclose to the Board any interest in a transaction or arrangement under consideration by the Company. Our Directors must report any changes to their commitments to the Board, immediately notify the Company of actual or potential conflicts or a change in circumstances relating to an existing authorisation, and complete an annual conflicts questionnaire. Any conflicts or potential conflicts identified are considered and, where appropriate, authorised by the Board in accordance with the Company’s Articles of Association. A register of authorised conflicts is also reviewed at least annually. The Committee is satisfied that it has adequate measures in place to effectively identify, manage and mitigate any actual or potential conflicts of interest so as not to compromise or override independent judgement. The conflicts of interest protocol is reviewed annually by the Board and remains effective. In accordance with the Code, the Committee actively reviews the time commitments of the Board. All Directors are engaged in providing their external commitments to establish that they have sufficient time to meet their Board responsibilities. The Committee is satisfied that the Board does meet this requirement and all Directors provide constructive challenge and strategic guidance and hold management to account. Examples of external appointments considered and approved during the year include the Chair’s appointment as Chair of The Magnum Ice Cream Company, Anne-Françoise Nesmes’ appointment as Trustee of Macmillan Cancer Support, Christine Ramon’s appointment to the Board of Remgro
level, looking at the strength, depth and diversity of the talent pipeline to understand executive talent requirements and the capabilities required for both the immediate and long-term future. The Committee receives annual updates on succession planning and changes to the membership of the Executive Committee. During the year, the Committee noted the following Executive Committee changes had been made: – Guillaume Boutin was appointed CEO Vodafone Investments & Strategy in May 2025. – Leanne Wood stepped down as Chief Human Resources Officer and was replaced by Ruth McGill at the start of January 2026. – As noted previously, Luka Mucic resigned as Chief Financial Officer and was replaced by Pilar López in December 2025. R ead more on the backgrounds of Guillaume Boutin, Ruth McGill and Pilar López on page 77 and 81 Governance Matters The Committee receives an annual governance update, which in 2026 included: – The findings of the Annual Board Performance Review. – An in-depth review of potential conflicts of interest and over-boarding issues arising from Board Members’ external interests and relationships. – Compliance with the UK Corporate Governance Code 2024 (including preparatory compliance with new Provision 29) and the UK Listing Rules. – Compliance with the Economic Crime and Corporate Transparency Act 2023 and in particular overseeing the process of ensuring the verification of each Director’s identity at Companies House. – An update on new governance requirements and institutional and proxy advisor voting guidelines. – An annual review of the Terms of Reference of the Committee.
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