Vodafone Group Plc 2024 Summary
Welcome to our 2024 Summary We continue to use a simplified digital-first approach to our reporting, reflecting how we operate as a business. New shape of the Group Following the announced sale of Vodafone Spain and Vodafone Italy as part of right-sizing our portfolio for growth, both businesses are now treated as discontinued operations, and therefore excluded from Group results for continuing operations. Prior periods have also been re-stated to reflect the new shape of the Group. Environmental, Social and Governance (‘ESG’) reporting This year we have incorporated both our full cyber security and climate-related risk reporting into the Annual Report. We also report against a number of voluntary reporting frameworks to help our stakeholders understand our sustainable business performance. Disclosures prepared in accordance with the Global Reporting Initiative (‘GRI’) and Sustainability Accounting Standards Board (‘SASB’) guidance can be found in our ESG Addendum and on our website. Our website also includes a wide range of reports which can be found on the links below. Corporate website vodafone.com Investor Relations website investors.vodafone.com
Contents
1 FY24 highlights 2 About Vodafone 3 Operating in a rapidly changing industry 4 Business model
6 Key performance indicators 8 Purpose, sustainability and responsible business 10 Governance at a glance Contact details Shareholder helpline Telephone
+44 (0)371 384 2532 Investor Relations ir@vodafone.co.uk vodafone.com/investor Media Relations vodafone.com/media/contact Sustainability vodafone.com/sustainability
ESG Addendum investors.vodafone.com/esgaddendum
ESG Addendum Methodology document investors.vodafone.com/esgmethodology Cyber security factsheet investors.vodafone.com/cyber ESG ratings investors.vodafone.com/esg-ratings
SASB disclosure investors.vodafone.com/sasb A-Z of ESG disclosures investors.vodafone.com/esga-z
References Our Annual Report has been designed for easy navigation. We have cross-referenced relevant material and included the below navigation icons. Online content can be accessed by clicking links on the digital version, copying the website address into an internet browser, or scanning the QR code on a mobile device. Read more page reference Click to see related content online Click or scan to watch related video content online
Online Annual Report vodafone.com/ar2024 Vodafone Group Plc Vodafone House The Connection Newbury Berkshire RG14 2FN England Registered in England No. 1833679 Telephone +44 (0)1635 33251 vodafone.com
Watch our video content Our performance
Our digital investor briefings
FY24 update: Margherita Della Valle, Chief Executive, Luka Mucic, Chief Financial Officer
Vodafone Business
Digital services & experiences
Vodafone Technology
Social contract
Purpose pillars
Responsible business
Digital inclusion Net zero
Data privacy
Cyber security
Human rights
Responsible taxation
Our governance
Jean-François van Boxmeer, Chair
David Nish, Senior Independent Director
Amparo Moraleda, Chair of the ESG Committee
Simon Segars, Chair of the Technology Committee
Luka Mucic, Chief Financial Officer
Deborah Kerr, Non-Executive Director
Stephen Carter, Non-Executive Director
Delphine Ernotte Cunci, Non-Executive Director
Christine Ramon, Non-Executive Director
Hatem Dowidar, Non-Executive Director
This document is the Group’s UK Annual Report and is not the Group’s Annual Report on Form 20-F that will be filed separately with the US SEC at a later date. This report contains references to Vodafone’s website, and other supporting disclosures located thereon such as videos, our ESG Addendum and Methodology document, and our cyber security factsheet, amongst others. These references are for readers’ convenience only and information included on Vodafone’s website is not incorporated in, and does not form part of, this Annual Report.
1
Vodafone Group Plc Annual Report Summary 2024
FY24 highlights
Progress against our strategic priorities We have made good initial progress against our strategic priorities, which are focused on Customers, Simplicity and Growth. We have right-sized our European portfolio for growth. During the year we announced: – UK: merger of Vodafone UK and Three UK €8bn – Italy: sale of Vodafone Italy to Swisscom €5bn – Spain: sale of Vodafone Spain to Zegona We are now focused on growing telecommunications markets, where we have strong assets and good scale. Progress against our strategic priorities:
FY24 results
Our financial performance was slightly ahead of expectations for the year.
Organic service revenue growth 1
7.1%
6.6%
6.3%
5.4%
4.2% 3.6% 4.0%
3.4% 1.6%
3.0%
Q4 FY24 Q3 FY24 Q2 FY24 Q1 FY24 Q4 FY23
Group – All segments growing in FY24 – Group growth accelerated in Q4 – Vodafone Business +5.4% growth in Q4
Group excluding Turkey
Customers
Revenue market share
Consumer NPS
Detractors
Adjusted EBITDAaL
Germany UK
+2.2% 2
€14.7bn
€12.4bn €11.0bn
Other Europe South Africa
(2.3)
33.0%
30.0%
Key: Improved Deteriorated
Stable
FY23 EBTDAaL (re-presented)
FY23 EBTDAaL (reported)
Italy & Spain
FY24 EBTDAaL (reported)
Network quality Very good reliability in all European markets. German cable network quality recognised in 4 independent tests
– On a like-for-like basis +2.2% growth in FY24 – EBITDAaL margin impacted by higher energy costs
Simplicity
Europe opex savings 1 €0.4bn (FY23 and FY24) Shared operations NPS +85%
Productivity 1 c.5k role reductions
8.2% 6.8% Return on capital employed (‘ROCE’) 3 1.4pp
7.5%
Employee engagement +75%
FY23 (reported)
Italy & Spain
FY23 (re-presented)
FY24 (reported)
Growth 2
Pre-tax ROCE
Organic service revenue growth +6.3% Organic adjusted EBITDAal growth +2.2%
Adjusted free cash flow €2.6bn B2B organic service revenue growth +5.0%
– Higher pre-tax ROCE under the new footprint – Lower operating profit impacting year-over-year
Full year dividend: 9.0 eurocents per share
Notes: 1. Organic growth. See page 235 in our Annual Report for more information. 2. Organic Adjusted EBITDAaL growth. 3. This is a non-GAAP measure. See page 235 in our Annual Report for more information..
Pre-tax return on capital employed +7.5%
Click or scan to watch our Group Chief Executive, Margherita Della Valle and Chief Financial Officer provide an update on our FY24 results: investors.vodafone.com/videos
Read more about our financial performance in FY24 on pages 21 to 31 in our Annual Report
Notes: 1. Includes Vodafone Italy and Vodafone Spain. 2. These are non-GAAP measures. See page 235 in our Annual Report for more information.
2
Vodafone Group Plc Annual Report Summary 2024
About Vodafone
We are a leading European and African telecommunications company transforming the way our customers live and work through our technology, platforms, products and services.
Where we operate We operate mobile and fixed networks in 15 countries and have stakes in a further seven countries through our joint ventures and associates. We also partner with mobile networks in 43 countries outside our footprint. Our portfolio of local markets is supported by corporate services and shared operations, which deliver benefits through scale and standardisation.
How we are structured and what we sell Our business comprises of infrastructure assets, shared operations, growth platforms and retail and service operations. Our retail and service operations are split across three broad business lines: Vodafone Business, Europe Consumer and Africa Consumer. Core connectivity products and services in fixed and mobile account for the majority of our revenue. However, our portfolio also includes high return growth areas that leverage and complement our core connectivity business, such as digital services, the Internet of Things (‘IoT’) and financial services. We market and sell through digital and physical channels.
Europe 1
Africa
9 countries
6 countries
98m mobile customers 17m fixed customers 4m converged customers
157m mobile customers 46m FinTech users
We serve private and public sector customers of all sizes with a broad range of connectivity services, supported by our dedicated global network. We have unique scale and capabilities, and are expanding our portfolio of products and services into growth areas such as unified communications, cloud & security, and IoT.
Vodafone Business €8bn service revenue
We provide a range of market leading mobile and fixed line connectivity services in our European markets. Our converged plans combine these offerings, providing simplicity and better value for our customers. Other value added services include our Consumer IoT propositions, as well as security and insurance products.
We provide a range of mobile services. The demand for mobile data is growing rapidly driven by the lack of fixed broadband access and by increased smartphone penetration. Together with Vodacom’s VodaPay super-app and the M-Pesa payment platform, we are the leading provider of financial services, as well as business and merchant services in Africa.
Africa Consumer €5bn service revenue
Europe Consumer 1 €16bn service revenue
Note: 1. Includes Turkey.
3
Vodafone Group Plc Annual Report Summary 2024
Operating in a rapidly changing industry Our governance
The long-term trends that are shaping our industry and driving new growth opportunities. Mega trends
Our business is underpinned by our strong governance and risk management framework.
Connected devices
Governance The Board held seven scheduled meetings this year to discuss key strategic matters, our purpose and culture, our people and stakeholder interests. The Nominations and Governance Committee evaluates the composition and performance of the Board and ensures an appropriate balance of independence, skills, knowledge, experience and diversity. The Audit and Risk Committee provides effective governance over the appropriateness of financial reporting of the Group, including the adequacy of related disclosures, the performance of the internal audit function and the external auditor and oversight of the Group’s systems of internal control, risk management framework and compliance activities. The Technology Committee supports the Board with fulfilling the technology strategy for the Group, including assessing risks and exploring new innovations for future growth. The ESG Committee oversees our Environmental, Social and Governance (‘ESG’) programme, including our purpose, sustainability and responsible business practices, and our contribution to the societies we operate in under our social contract. The Remuneration Committee advises the Board on policies for executive remuneration and reward packages for the Chair, executives and senior management team.
– A wide range of new devices, across all sectors and applications, are increasingly being connected to the internet. – The Internet of Things (‘IoT’) is expected to create huge value for businesses and society, unlocking new efficiencies by delivering real-time information. – As the number of IoT devices increases, physical assets are also communicating with each other in real-time and new digital markets are being established giving birth to the ‘Economy of Things’. – Businesses demand reliable and secure mobile connectivity as transactions migrate to online channels and apps. – In Africa, increasing smartphone penetration drives the adoption of digital payments. – Network operators and a range of FinTech startups are using mobile payment applications to sell additional financial services focused products such as insurance and loans. – The cloud is increasingly utilised by businesses and consumers as a more efficient way of sharing compute capacity and services. – SMEs increasingly understand the benefits of cloud technology but lack the technical expertise or direct relationships with cloud specialists to make an effective transition to the cloud. – This presents an opportunity for network operators to play a role as a partner to support smaller businesses on their digital transformation journeys. – The full range of potential applications and long-term impacts of Gen AI are only starting to be understood. – The technology is widely expected to drive significant economic benefit globally through productivity increases and new business opportunities. – Potential applications include AI-generated content for marketing campaigns, customer care and back-office activities.
Click or scan to watch our Vodafone Business investor briefing: investors.vodafone.com/ vtbriefing
Digital payments
Click or scan to watch our Digital Services investor briefing: investors.vodafone.com/ digital-services
Read more on pages 70 to 99 in our Annual Report
Click or scan to watch our Non- Executive Directors speak about their roles in short video interviews: investors.vodafone.com/videos
Adoption of cloud technology
Risk management Risks are not static and as the environment changes, so do risks – some diminish or increase, while new risks appear. We continuously review and improve our risk processes in order to ensure that the Company has the appropriate level of support in meeting its strategic objectives. Our risk framework clearly defines roles and responsibilities, and sets out a consistent end-to-end process for identifying and managing risks. We have embedded the risk framework across the Group as this allows us to take a holistic approach and to make meaningful comparisons. Our approach is continuously enhanced, enabling more dynamic risk detection, modelling of risk interconnectedness and use of data, all of which are improving our risk visibility and our responses. Our Board oversees principal and emerging risks, which are reported to the various management committees and the Board throughout the year. Additionally, risk owners are invited to present in-depth reviews to ensure that risks are continuously monitored, and appropriate treatment plans are implemented to bring each risk within an acceptable tolerance level.
Click or scan to watch our Vodafone Technology investor briefing: investors.vodafone.com/ vtbriefing
Generative artificial intelligence (‘Gen AI’)
Click or scan to learn more about how Vodafone works with artificial intelligence (‘AI’): investors.vodafone.com/ artificial-intelligence
Read more on pages 57 to 63 in our Annual Report
Click or scan to watch our privacy and cyber experts explain how we protect customer data and our networks: investors.vodafone.com/videos
Read more on pages 10 to11 in our Annual Report
4
Vodafone Group Plc Annual Report Summary 2024
Business Model Our investment case
We operate in growing markets, where we hold strong positions with good local scale. We have a sustainable and predictable financial profile, and have compelling structural drivers in Vodafone Business, Africa and in our portfolio of investments. 1 Strong positions in growing markets Attractive markets Germany UK Other Europe Africa Market size €57bn +3.2% €56bn +3.4% €28bn 1 +3.1% €18bn +6.8% Majority three player markets, all growing over the last three years Strong assets Vodafone revenue mix 38% 19% 23% 2 20% Service revenue growth 3 0.2% 5.0% 4.2% 9.2% Vodafone growing faster than the market in most regions
2 Focus on driving operational excellence
Right-sized for growth & reorganised for operational excellence Europe 1
Africa 4 – 6 countries – 157m mobile customers – 46m FinTech users
Business – Connectivity – Communications services – Cloud & Security – Internet of Things
Investments – Operations – Infrastructure – Innovation – Partner Markets (43 countries)
– 9 countries – 98m mobile customers – 17m fixed customers
Shared Operations – Procurement
– Technology and operations
– Roaming and carrier services
– Network services
3 Sustainable and predictable financial profile
Cash flows
Robust balance sheet – Long dated and low cost debt 2.25-2.75x target leverage range
Attractive returns
– Secure and growing dividend – Long-term share buyback programme
– Growing free cash flow per share
4 Structural
Vodafone Business Digital service growth +11%
Africa
Investments & innovation
growth drivers
Financial service growth +20%
Notes: 1. Includes Turkey. 2. Includes Turkey and Common Functions. 3. Organic growth. See page 235 in our Annual Report for more information. 4. Excludes Safaricom.
5
Vodafone Group Plc Annual Report Summary 2024
Clear and consistent strategic priorities To drive operational excellence across the Group.
We are committed to delivering value and building strong relationships with all of our stakeholders. Creating long-term value for our stakeholders
Our customers 310m
22m broadband customers 1
Our priorities
mobile customers 1 18m TV customers 1 93,000 employees and contractors 8,000 suppliers €6.3bn capital additions
Customers – Delivering the simple and predictable experience our customers expect – Getting the basics right and refocusing our resources towards improving customer experience
75% employee engagement index
Our people
€19bn spend
Our suppliers
Simplicity – Become a simple and faster business – Simplify our operations and executing on our cost programmes to improve profitability
€40m donated in contributions and in-kind services, combined with our technology, to improve health and education, and provide emergency response across 21 countries.
Our local communities and non-governmental organisations (‘NGOs’)
Government and regulators €2.6bn total direct
€9.3bn total tax and economic contribution 2
contribution across 2 63 markets 2
Growth – Right-sizing the portfolio for growth – Significant opportunity to grow in: – Business – Africa – Vodafone Investments
Secure and growing dividend
Sustainable returns
Our investors
Well positioned to take advantage of the key mega trends shaping our industry
Notes: 1. Includes VodafoneZiggo and Safaricom. 2. FY23.
Read more on pages 12-14 in our Annual Report
Read more on pages 9 to 11 in our Annual Report
6
Vodafone Group Plc Annual Report Summary 2024
Our progress Key Performance Indicators Financial and non-financial performance We measure our success by tracking key performance indicators that reflect our strategic, operational and financial progress and performance.
Financial results summary 1
2024
2023
2022
Group revenue Group service revenue Operating profit Adjusted EBITDAaL 2
€m 36,717 €m 29,912 €m 11,019
37,672 37,010 30,318 30,207 12,424 12,693
€m €m €c €c €m
3,665 1,570 4.45 7.47 2,600
14,451 12,582 43.66 11.28 4,139
5,740 2,588 7.07 10.18 4,560
Profit for the financial year (continuing operations) Basic earnings per share (continuing operations) Adjusted basic earnings per share 2 Cash inflow from operating activities
€m 16,557
18,054 18,081
Adjusted free cash flow 2 Total dividends per share Net debt 2
€m (33,242) (33,250) (39,711)
€c
9.00
9.00
9.00
Performance against our strategic priorities 1
2024
2024
Simplicity Europe opex savings 3 (FY23 and FY24) Employee engagement index 4,5 Shared operations NPS 4 Productivity (role reductions) 3
Customers Consumer NPS Germany UK Other Europe South Africa
€bn
0.4 75 85 c.5
% %
thousand
Detractors Germany UK
Other Europe South Africa Revenue market share Germany UK
2024
Growth 2 Organic service revenue growth B2B organic service revenue growth Organic adjusted EBITDAaL growth Adjusted free cash flow Pre-tax return on capital employed
% % % %
6.3 5.0 2.2 2.6 7.5
Other Europe South Africa Key: Improved Deteriorated
€bn
Stable
Network quality Very good reliability in all European markets. German cable network quality recognised in 4 independent tests.
Notes: 1. The results for the year ended 31 March 2024 exclude Vodafone Spain and Vodafone Italy and therefore, except as otherwise described, the results for the year ended 31 March 2023 and 31 March 2022 have been re-presented to reflect that. 2. These are non-GAAP measures. See page 235 in our Annual Report for more information. 3. Includes Vodafone Italy and Vodafone Spain.
4. As at May 2024. 5. The employee engagement index is based on an average index of responses to three questions: satisfaction working at Vodafone; experiencing positive emotions at work; and recommending us as an employer.
7
Vodafone Group Plc Annual Report Summary 2024
A purpose-led, sustainable and responsible business We want to enable a digital, inclusive and sustainable society. To underpin the delivery of our purpose, we ensure that we operate in a responsible way. Acting lawfully and with integrity is critical to our long-term success.
Empowering People 1,2 4G population coverage (outdoor 1Mbps) – Europe 2 4G population coverage (outdoor 1Mbps) – Africa 3 4G population coverage (outdoor 1Mbps) – Group 2 Cumulative V-Hub unique visitors 4 Customers connected to our financial inclusion services 6
2024 99 74 85 3.3 66.2
2023 99 70 83 2.3 60.7
2022 99 66 80 3.6 5 54.5
% % %
million million
Protecting our Planet 1,2
2024
2023
2022
Energy use Total energy use
GWh
5,217
5,052
4,926
Mobile and fixed access network and technology centres energy use Percentage of purchased electricity from renewable sources Percentage of purchased electricity from renewable sources in Europe Greenhouse gas emissions (‘GHGs’) Total Scope 1 and Scope 2 GHG emissions (market-based method) Total customer emissions avoided due to our green digital solutions 7 Waste Total network waste (including hazardous waste) Total Scope 3 GHG emissions Our people Average number of employees and contractors Employee turnover rate (voluntary) Women in management and senior leadership roles Women on the Board Women as a percentage of employees Health & safety Number of lost-time incidents – employees and contractors Lost-time incident rate per 200,000 hours 8 Code of Conduct Completed ‘Doing What’s Right’ employee training 5 Network waste reused or recycled Maintaining Trust 1
% % %
93 84 100 0.69 6.07 32.8
93 75 100 0.91 6.92 24.9
93 69 93
m tonnes CO 2 e m tonnes CO 2 e m tonnes CO 2 e metric tonnes
1.02 6.91 13.5
6,205
7,716
6,367
%
96
95
96
2024
2023
2022
thousand
93 42 35 9 39 18
91 12 54 33 39 13
90 14 50 31 39
% % % %
# #
9
0.02 94 649
0.01 92 505
0.01 89 642
% #
Number of ‘Speak Up’ reports 5 Tax and economic contribution Total tax and economic contributions 9 Responsible supply chain Total spend 10 Number of direct suppliers 10,11
€bn €bn
-
9.3 21 83 9
8.2 20 71 9
19
thousand
8
Number of site assessments conducted collectively by JAC 12 initiative members
#
150
Notes: 1. Information relating to 2023 and 2022 has been restated to reflect portfolio changes completed during FY23 and FY24. 2. Operations in Italy and Spain have been classified as discontinued operations in line with ‘IFRS 5 - Non-current Assets Held for Sale and Discontinued Operations’. All remaining operations are reported as continuing operations. This disaggregation of information has been reflected in all comparative periods. 3. Based on coverage in Africa, including Egypt. 4. Includes 100% of data relating to Vodafone Ziggo.
8. Total Recordable Incident Rate (‘TRIR’) is an industry-standard calculation that is based on the assumption that 100 employees work a combined 200,000 hours p.a (equivalent to 40 hours per week, for 50 weeks of the year per employee). 9. Includes direct taxes, non-taxation based revenue mechanisms, such as payments for the right to use spectrum, and indirect taxes collected on behalf of governments around the world, excludes joint ventures and associates. The FY24 figure will be finalised during FY25. For more information, refer to our Tax and Economic Contribution reports, available at: vodafone.com/tax. 10. Unique suppliers based on suppliers’ ultimate parent company. 11. Excludes Vodafone Automotive. 12. Joint Alliance for CSR.
5. Includes Vodafone Italy and Vodafone Spain. 6. Includes 100% of data relating to Safaricom.
7. The avoided emissions for 2022 have been restated to 13.5 million tonnes CO 2 e (previously 15.6 million tonnes CO 2 e) resulting from the incorrect calculation of emissions avoided in fleet management solutions.
8
Vodafone Group Plc Annual Report Summary 2024
This year we have simplified and evolved our Purpose strategy to focus on ‘Empowering People’ and ‘Protecting the Planet’ in a digital society. This is underpinned by our commitment to ‘Maintaining Trust’ in everything we do. This evolution from our previous three-pillar Purpose approach reflects the importance of creating a digital society as Vodafone’s overarching aim, with a special focus on efforts to ensure the digital society is inclusive and sustainable. Our purpose is to connect for a better future. We aim to build an inclusive, sustainable and trusted digital society where individuals and businesses can thrive. Our approach to ESG We connect for a better future Purpose, sustainability and responsible business We address Environmental, Social and Governance (‘ESG’) topics through our Purpose strategy, with the goal of enabling an inclusive, sustainable and trusted digital society.
Empowering People We want everyone to fully benefit from the digital society, regardless of who they are or where they live. Closing the digital divide We are implementing new technology to roll out our network to rural locations and increase access to smartphones in our markets. Supporting communities We provide relevant products and services which aim to address societal challenges such as gender equality, financial inclusion and digital skills, helping to increase productivity and enabling small businesses to thrive. Supporting vulnerable communities We provide connectivity and services to some of the most vulnerable groups including refugees, those experiencing abuse or poverty, and after natural disasters.
Protecting the Planet We help to protect our planet by reducing our environmental impact and helping society decarbonise. Net zero We are working to reach net zero GHG emissions across our full value chain by 2040. Enablement We are helping to enable our customers to reduce their own carbon emissions by 350 million tonnes between 2020 and 2030. E-waste We are driving action with the aim of ensuring our network and device waste is reused, resold or recycled. Read more on pages 38 to 42 in our Annual Report
Read more on pages 35 to 37 in our Annual Report
Maintaining Trust Maintaining trust with our customers, employees, suppliers and the societies we serve is at the heart of everything we do.
Customers Customers trust us with their data and maintaining this trust is critical. Data privacy We respect the privacy preferences of our customers and help improve society through the responsible use of data. Cyber security As a provider of critical national infrastructure and connectivity that is relied upon by millions of customers, we prioritise cyber and information security across everything that we do.
Employees We create a safe and inclusive environment for our colleagues. Health and safety Creating a safe working environment for everyone working for, and on behalf of Vodafone. Workplace equality We seek to develop a diverse and inclusive global workforce that reflects the customers and societies we serve.
Society We aim to ensure that our business operates ethically, lawfully and with integrity. Human rights We seek to contribute to the protection and promotion of human rights and freedoms. Tax and economic contribution As a major investor, taxpayer and employer, we make a significant contribution to the economies of the countries in which we operate. Anti-bribery, corruption and fraud We have a policy of zero tolerance towards bribery, corruption and fraud.
Suppliers We collaborate with our suppliers to promote sustainable and responsible business practices along the entire value chain. Responsible supply chain We manage relationships with our direct suppliers and evaluate their commitments to diversity, inclusion and the environment.
Read more on pages 15 to 20 in our Annual Report
Read more on pages 45 to 51 in our Annual Report
Read more on pages 51 to 53 in our Annual Report
Read more on page 52 in our Annual Report
Click or scan to learn more about how we help improve digital inclusion: investors.vodafone.com/videos
Click or scan to learn more about our net zero goal: investors.vodafone.com/videos
Click or scan to learn more about our approach to data privacy: investors.vodafone.com/videos
Click or scan to learn more about our approach to cyber security: investors.vodafone.com/videos
Click or scan to learn more about our human rights approach: investors.vodafone.com/videos
Click or scan to learn more about our approach to tax: investors.vodafone.com/videos
9
Vodafone Group Plc Annual Report Summary 2024
Our ESG targets, reporting and governance Over the past year we have progressed against our ESG targets. These targets are supported by governance from the Board level down, as well as a comprehensive reporting programme.
85% 4G population coverage We aim to connect everyone to digital services by expanding network coverage to rural communities in Europe and Africa. ESG highlights 1
66.2m million customers 2 connected to our financial inclusion services We aim to connect 75 million customers to mobile money and financial inclusion services by 31 March 2026. Read more on page 36 in our Annual Report
3.3m V-Hub unique visitors To better support micro, small and medium enterprises (‘MSMEs’) across Europe and Africa, Vodafone Business offers V-Hub, its digital advice service 3 .
35% women in management and senior leadership roles We aim to have 40% women in management roles by 2030 .
100% electricity used in Europe matched with renewable sources Target achieved from July 2021, four years ahead of our original 2025 target.
59% reduction in Scope 1 and 2 GHG emissions since 2020 Aiming for net zero operations in Europe by 2028 and in Africa by 2035.
Read more on page 35 in our Annual Report
Read more on pages 36 to 37 in our Annual Report
Read more on page 18 in our Annual Report
Read more on pages 39 to 40 in our Annual Report
Read more on pages 38 to 39 in our Annual Report
External ESG assurance KPMG LLP has provided independent limited assurance over selected data within our ESG Addendum and this report, using the assurance standards ISAE (UK) 3000 and ISAE (UK) 3410 for selected greenhouse gas (‘GHG’) data. KPMG has issued an unqualified opinion over the selected data, and their full assurance statement, along with the reporting criteria, is available in our ESG Addendum. Reporting frameworks Vodafone reports against a number of reporting frameworks to help stakeholders understand our sustainable business performance: Our Global Reporting Initiative (‘GRI’) disclosure is included in our ESG Addendum. Click to download our ESG Addendum: investors.vodafone.com/esgaddendum GRI
ESG governance structure Executive Committee
The Executive Committee has overall accountability to the Board for our purpose and sustainable business strategy and reviews progress annually. Our ESG and Reputation Committee (‘ESGR’) meets monthly and has responsibility to drive purpose activities and review the submissions to the Board ESG Committee. We continue to include ESG measures in the long-term incentive plan for our senior leaders, and our purpose targets and activities have executive-level ownership. Read more about remuneration on pages 100 to 118 in our Annual Report Board The Board delegates responsibility for oversight of our ESG programme to the ESG Committee, which regularly engages with our Executive Committee twice a year to provide oversight of our ESG strategy, sustainability activities and responsible business practices. The ESG Committee meets with the Audit and Risk Committee annually to review ESG annual reporting for which they have joint responsibility. Read more about the Audit and Risk Committee on pages 89 to 94 in our Annual Report Read more about the ESG Committee on pages 96 to 97 in our Annual Report
Disclosures are prepared in accordance with the Task Force on Climate-related Financial Disclosures (‘TCFD’) framework. Read more in our Climate-related risk section on pages 64 to 69 in our Annual Report Disclosures are prepared in accordance with the Sustainability Accounting Standards Board’s (‘SASB’) Standards. Click to read our SASB disclosures: investors.vodafone.com/sasb Vodafone supports the Ten Principles of the United Nations Global Compact (‘UNGC’). Click to read our 2024 UNGC Communication on Progress: unglobalcompact.org Vodafone participates in the CDP’s annual climate
TCFD
SASB
Board
UNGC
ESG Committee
Audit and Risk Committee
Executive Committee
CDP
change questionnaire. Click to read our CDP response: vodafone.com/sustainability-reports
ESG and Reputation Committee
Protecting the Planet Executive-level sponsor: Joakim Reiter
Empowering People Executive-level sponsor: Serpil Timuray
Notes: 1. Continued operations only. Excludes Italy and Spain. 2. As at 31 March 2024. 3. These are cumulative figures since the V-Hub launch in July 2020.
Maintaining Trust
Read more about the governance underpinning our Maintaining Trust practices on pages 53 to 54 in our Annual Report
10 Vodafone Group Plc
Annual Report Summary 2024
Leadership, governance and engagement The Nominations and Governance Committee regularly reviews the Board’s composition with a view to ensuring a diverse mix of backgrounds, skills, knowledge and experience as well as deep expertise in technology and telecommunications. Each year, the Board monitors and improves its performance by conducting an annual performance review.
Independence Independence
Note: As at 31 March 2024
Tenure
Membership and attendance The table below details the Board and Committee meeting attendance during the year to 31 March 2024. The number of attendances is shown next to the maximum number of meetings each Director was entitled to attend. Ad hoc meetings of the Board and its Committees were also held as required during the year.
Tenure
1 8
1 9
2
2
1
Nominations and Governance Committee
Audit and Risk Committee
Remuneration Committee
ESG Committee
Technology Committee – 2/3 1 – 3/3
Name
Board
Independent Executive
Independent NED Chair Non-independent
0-3 years 4-6 years
7-10 years
Stephen Carter 7/7 3/4 1
– – – – – – – –
–
Delphine Ernotte Cunci
7/7
–
5/5
Sir Crispin Davis 2 2/2 2/2
– – – – – –
– – – – – – – –
– – – – – – – – – –
Gender diversity
Senior Board positions
Margherita Della Valle
7/7
–
7
Michel Demaré 6/7 3 Dame Clara Furse 2 2/2
4/4 4/5 3
5/5 2/2 2/2
Senior Independent Director Chief Financial Officer
Hatem Dowidar 4 1/1 1/1 Valerie Gooding 2 2/2 2/2 –
Chair
Chief Executive
7/7 5/5 6/7 7 7/7
– 5/5 – 1/1 6 2/2 8 5/5 – – 5/5
– 3/3
Deborah Kerr Luka Mucic 5
5
Amparo Moraleda 7/7 Christine Ramon 7/7 David Nish
3/3 6 2/2
Male
Female
Male
Female
– 2/2 9
–
– –
– 1/2 10 3/3
Simon Segars Jean-François van Boxmeer
Ethnicity
7/7 4/4
– 2/2 11
–
12 1
12 1
Notes: 1. Stephen Carter was unable to attend one scheduled meeting of the Nominations and Governance Committee and one scheduled meeting of the Technology Committee due to a scheduling conflict. 2. Sir Crispin Davis, Dame Clara Furse and Valerie Gooding stepped down from the Board at the conclusion of the AGM on 25 July 2023. 3. Michel Demaré was unable to attend one scheduled meeting of the Board and one scheduled meeting of the Audit and Risk Committee due to a scheduling conflict. 4. Hatem Dowidar was appointed as a Non-Executive Director of the Board and joined the Nominations and Governance Committee on 19 February 2024. 5. Luka Mucic was appointed as Group Chief Financial Officer on 1 September 2023. 6. Amparo Moraleda ceased to be a member of the Audit and Risk Committee and was appointed Chair of the Remuneration Committee on 25 July 2023. 7. David Nish was unable to attend one scheduled meeting of the Board due to a scheduling conflict. 8. David Nish joined the Nominations and Governance Committee on 25 July 2023. 9. Christine Ramon joined the ESG Committee on 25 July 2023. 10. Simon Segars was unable to attend one scheduled meeting of the ESG Committee due to ill health. 11. Jean-François van Boxmeer joined the ESG Committee on 25 July 2023.
11 1
1
1
1
2
2
11 10 1
11 11 10
10
10
Skills and expertise of Non-Executive Directors White 2023 2022 2021 2020 2019 2018 2017 2016 2015 2024 Ethnically diverse
Skills and expertise of Non-Executive Directors
8
6
5
5
3
3
2
Media
Technology/ telecoms
Finance Consumer goods and services/ marketing
Emerging markets
Political/ regulatory
Environmental, social and governance
11 Vodafone Group Plc
Annual Report Summary 2024
Committee activities
To operate efficiently and to ensure matters are given the right level of focus, the Board delegates some of its responsibilities to its Committees. These provide focused oversight on: Board composition, performance, and succession planning; financial reporting, risk, internal processes and controls; remuneration practices; environmental, sustainability and governance topics; and technology strategy. Audit and Risk Committee
Board evaluation Progress in the year
The Committee oversees the Group’s financial reporting, risk management, internal control and assurance processes, and the external audit. This includes in-depth reviews of our principal risks, the review of our Annual Report and a programme of deep dives across multiple business units with a focus on the risk and control environment. The Committee also monitors the activities and effectiveness of the internal audit function and has primary responsibility for overseeing the relationship with the external auditor. Deep-dive topics during FY24 included reviews of adverse changes in macroeconomic conditions, disintermediation risk, adverse political and policy environment, strategic transformation, cyber threats, supply chain disruption, technology, data management and privacy. Entity deep-dives included the cluster of markets within the Other Europe segment, Vodafone Spain, Vodafone Germany, Vodafone UK, Vantage Towers and Vodafone Business. The Committee also has joint responsibility, with the ESG Committee, for reviewing the appropriateness and adequacy of ESG disclosures provided within the Annual Report and the ESG Addendum, including approving its content. Click or scan to watch the Chair of the Audit Committee, David Nish, explain his role: investors.vodafone.com/videos Read more on pages 89-94 in our Annual Report ESG Committee The ESG Committee provides oversight of Vodafone’s Environmental, Social and Governance (‘ESG’) programme and monitors the purpose agenda in relation to empowering people, protecting our planet and ensuring that Vodafone acts with integrity. Committee focus during the year was on the refreshment of our purpose agenda to create a digital society. The Committee also reviewed the ESG strategy and its evolution since the establishment of the Committee in 2021, and undertook a full review of the ESG reporting disclosures.
The FY24 Board evaluation reported improvements had been achieved in: – Leadership: In July 2023, the appointment of Luka Mucic from 1 September 2023 as the Chief Financial Officer was announced. The Nominations and Governance Committee and the Board have also considered succession planning at a number of meetings. – Operational performance: The Board spent a full day in September 2023 focusing on the Group’s three strategic priorities and the initiatives supporting them. Additional sessions and updates on these initiatives featured in the remaining FY24 Board meetings including a deep dive into the satellite strategy and an update on deep detractor reductions. – Technology: In May 2023, the Board approved the establishment of the Technology Committee. The Committee has met three times during FY24 and focused on the current technology strategy including deep dives and the budgeting process for FY24. Read more on pages 84-85 in our Annual Report Nominations and Governance Committee In addition to keeping under review developments in corporate governance and the Company’s responses to them, the Nominations and Governance Committee makes recommendations to the Board about Board composition and ensures Board diversity and the necessary balance of skills. The Committee recognises the need to anticipate the skills and attributes that will be needed on the Board as the Company develops. Committee focus during FY24 was on the appointment of the Group Chief Executive and the Group Chief Financial Officer, the establishment of the Technology Committee, and Board Committee composition following the departure of long-standing Non-Executive Directors at the conclusion of the 2023 AGM. The Committee has also spent time reviewing the bench strength of management. Read more on pages 86-88 in our Annual Report Board changes Luka Mucic joined the Board as Group Chief Financial Officer on 1 September 2023. Luka brings extensive financial and international business experience. He has a strong record of international leadership, corporate repositioning and value creation that will support the strategic aims of the Group. Click or scan to watch the Group Chief Financial Officer, Luka Mucic, explain his role: investors.vodafone.com/videos Technology Committee The Committee oversees the technology strategy and how it supports the overall Company strategy. The Committee monitors progress against the strategy and assesses technology risks and industry trends. It also keeps technology development under review and explores innovations that enable future growth.
Click or scan to watch the Chair of the ESG Committee, Amparo Moraleda, explain her role: investors.vodafone.com/videos
Read more on pages 96-97 in our Annual Report
Remuneration Committee The Remuneration Committee sets, assesses and recommends for shareholder approval the Remuneration Policy for Executive Directors, sets the remuneration of the Executive Directors and approves the remuneration of the Chair of the Board and members of the Executive Committee. It also reviews remuneration arrangements across the Group to ensure they are aligned with our strategy, support our purpose and celebrate the ‘Spirit of Vodafone’. Fair Pay principles: 1. Market-competitive 4. Share in our successes 2. Free from discrimination 5. Provide benefits for all 3. Provide a good standard of living 6. Open and transparent
Click or scan to watch the Chair of the Technology Committee, Simon Segars, explain his role: investors.vodafone.com/videos
Read more on page 95 in our Annual Report
Read more on pages 98-118 in our Annual Report
Page i Page ii Page 1 Page 2 Page 3 Page 4 Page 5 Page 6 Page 7 Page 8 Page 9 Page 10 Page 11Powered by FlippingBook