Audit and Risk Committee continued 97 Vodafone Group Plc Annual Report 2026
Strategic report
Governance
Financials
Other information
External audit process The Committee has primary responsibility for overseeing the relationship with the external auditor. This includes making the recommendation on the appointment, reappointment and removal of the external auditor, assessing its independence on an ongoing basis, and approving the statutory audit fee, the scope of the statutory audit and the appointment of the lead audit engagement partner. External auditor appointment The last external audit tender took place in 2019, which resulted in the appointment of Ernst & Young LLP (‘EY’) for the financial year ended 31 March 2020. Michael Rudberg is the lead audit engagement Partner and has held this role for two years and been a Partner on the team since EY’s appointment. Accordingly, the year ended 31 March 2026 is the last year on the engagement for Michael Rudberg and the lead audit engagement Partner role will transition to Simon O’Neill for the year ending 31 March 2027. The Committee will continue to review the auditor appointment and anticipates that the audit will be put out to tender at least every 10 years after the first financial year of appointment. In deciding whether to conduct an external audit tender, the Committee considers a range of factors, including the potential cost and efficiency benefits of retaining the incumbent auditor. The Group has complied with the relevant provisions of the Competition and Markets Authority Statutory Audit Services Order 2014 for the financial year under review.
EY audit and non-audit fees Total fees payable to EY for audit and non-audit
External audit plan EY presented to the Committee its detailed audit plan for the 2026 financial year, which outlined its audit scope, planning materiality and its assessment of key audit risks. The identification of key audit risks is critical in the overall effectiveness of the external audit process. The Committee also received reports from EY on its assessment of the accounting and disclosures in the financial statements and financial controls. Independence and objectivity In its assessment of the independence of the auditor, and in accordance with the US Public Company Accounting Oversight Board’s (‘PCAOB’) standard on independence, the Committee received details of all relationships between the Company and EY that may have a bearing on its independence. The Committee received confirmation from EY that it is independent of the Company in accordance with US federal securities law and the applicable rules and regulations of the SEC and the PCAOB. Effectiveness of the external audit process The Committee reviewed the quality of the external audit process throughout the year and considered the performance of EY. This comprised the Committee’s own assessment and the results of a detailed feedback survey of senior personnel across the Group. Based on these reviews, the Committee concluded that there had been appropriate focus and challenge by EY on the primary areas of the audit and that EY had applied robust challenge and scepticism throughout the audit.
The policy incorporates the requirements of the FRC’s 2024 Ethical Standard, including a ‘whitelist’ of permitted non-audit services which mirrors the FRC’s Ethical Standard. The Committee has pre-approved that EY can be engaged by management, subject to the policies set out above, and subject to: – A €60,000 fee limit for individual engagements; – A €500,000 total fee limit for services where there is no legal alternative; and – A €500,000 total fee limit for services where there is no practical alternative supplier. For those permitted services that exceed these specified fee limits, the Committee Chair pre- approves the service. Non-audit fees in the year were €2 million (FY25: €3 million). Vodafone did not incur any tax fees with EY and EY did not provide any products or services to Vodafone other than the audit and audit-related services disclosed above.
services in the year ended 31 March 2026 amounted to €36 million (FY25: €30 million). FY26 €m
FY25 €m 27
Audit fees
34
Non-audit fees – Audit-related Non-audit fees – Other assurance Non-audit fees – Tax fees
1 1 –
3 – –
Total 30 Fees payable to auditors other than EY for audits of certain subsidiaries for the year ended 31 March 2026 were €11 million (2025: €nil). See note 3 ‘Operating profit’ in the consolidated financial statements for more information. Audit fees 36 The Committee reviewed and discussed the fee proposal and was engaged in agreeing audit scope changes. Following the receipt of internal assurance that fees were reasonable for the scope of work required, the Committee agreed an audit fee of €34 million for statutory audit services in the year (FY25: €27 million). Non-audit fees To protect the independence and objectivity of the external auditor, the Committee has a policy for the engagement of the external auditor to provide non-audit services (‘the policy’). The policy prohibits EY from playing any part in management or decision-making, providing certain services such as valuation work and the provision of accounting services.
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