Vodafone Group Plc Annual Report 2025 105
Strategic report
Governance
Financials
Other information
Annual Report on Remuneration continued
Further remuneration information Dilution
Straight-line vesting occurs for performance between threshold and maximum. ESG (10% of total award) The table below sets out how performance under the ESG measure for the 2026 award will be assessed against two quantitative ambitions: Purpose focus area Metric for 2025 GLTI Overall ambition Baseline position for 2026 GLTI Ambition for 2026 GLTI Protecting our Planet Net zero 83.7% reduction in Scope 1 & 2 86.5% reduction in Scope 1 & 2 38% representation of women in management by 31 March 2028 Each ambition for the 2026 award has been set by considering both our externally communicated targets and our internal progress as at 31 March 2025. 90% reduction in Scope 1 & 2 emissions by 2030 against a FY20 baseline 40% representation of women in management by 2030 emissions versus a FY20 baseline at 31 March 2025 37% representation of women in management at 31 March 2025 emissions versus a FY20 baseline by 31 March 2028 Empowering People Female representation in management At the end of the performance period the Committee will assess achievement across the two metrics against the stated ambitions and determine vesting under this element. Full disclosure of the rationale for the final vesting decision will be provided in the relevant Directors’ Remuneration Report. 2026 remuneration for the Chair and Non-Executive Directors Fees for our Chair and Non-Executive Directors have been benchmarked against the FTSE 30 (excluding financial services companies). Following this year’s review, it was agreed that the current fee for the Chair of the Board would increase. It was also decided to introduce an additional committee membership fee for our Non-Executive Directors, effective 1 August 2025. The committee membership fee would be in addition to the basic fee which remains unchanged. Details of the 2026 fee levels are set out in the table below. Fees payable 2026 £’000 2025 £’000 Chair 1 700 650 Non-Executive Director (basic fee) 115 115 Senior Independent Director 35 35 Committee Chair: Audit and Risk 40 40 Committee Chair: ESG, Remuneration and Technology 35 35 Committee Membership: Audit and Risk 20 – Committee Membership: ESG, Nominations and Governance, Remuneration and Technology 15 – Note: 1. The Chair does not receive additional fees for committee memberships.
All awards are made under plans that incorporate dilution limits as set out in the 2023 Investment Association Principles of Remuneration. We note the 2024 Investment Association principles incorporate a revised approach to these limits. The current estimated dilution from subsisting executive awards is approximately 3.4% of the Company’s share capital at 31 March 2025 (2.8% at 31 March 2024), whilst from all-employee share awards it is approximately 0.3% (0.3% at 31 March 2024). This gives a total dilution of 3.7% (3.1% at 31 March 2024). Service contracts The terms and conditions of appointment of our Directors are available for inspection at the Company’s registered office during normal business hours and at the Annual General Meeting (for 15 minutes prior to the meeting and during the meeting). The Executive Directors have notice periods in their service contracts of 12 months. The Non-Executive Directors’ letters of appointment do not contain provision for notice periods or for compensation if their appointments are terminated. External advisers The Committee seeks and considers advice from independent remuneration advisers where appropriate. The appointed advisers, WTW, were appointed by the Committee in 2007. The Chair of the Committee has direct access to these advisers as and when required, and the Committee determines the protocols by which these advisers interact with management in support of the Committee. The advice and recommendations of the external advisers are used as a guide, but do not serve as a substitute for thorough consideration of the issues by each Committee member. Advisers attend Committee meetings occasionally, as and when required by the Committee. WTW is a member of the Remuneration Consultants’ Group and, as such, voluntarily operates under the Remuneration Consultants’ Group Code of Conduct in relation to executive remuneration consulting in the UK. This is based upon principles of transparency, integrity, objectivity, competence, due care, and confidentiality by executive remuneration consultants. WTW has confirmed that it adhered to that Code of Conduct throughout the year for all remuneration services provided to Vodafone and therefore the Committee is satisfied that it is independent and objective. The Remuneration Consultants’ Group Code of Conduct is available at remunerationconsultantsgroup.com.
Fees for services provided to the Committee £’000 1
Other services provided to the Company Reward and benefits consultancy; provision of benchmark data; outsourced pension administration; and insurance consultancy services.
Adviser
Appointed by
Services provided to the Committee Advice on market practice; governance; provision of market data on executive reward; reward consultancy; and performance analysis.
WTW Remuneration Committee in 2007
£130
Note: 1. Fees are determined on a time spent basis.
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