Vodafone 2025 Annual Report

Vodafone Group Plc Annual Report 2025 67

Strategic report

Governance

Financials

Other information

Governance at a glance Leadership, governance and engagement

Compliance with the 2018 UK Corporate Governance Code (the ‘Code’) In respect of the year ended 31 March 2025, Vodafone Group Plc was subject to the Code (available from www.frc.org.uk). The Board is pleased to confirm that Vodafone applied the principles and complied with all the provisions of the Code throughout the year. Further information on compliance with the Code can be found as follows: Board leadership and Company purpose Read more Long-term value and sustainability

The Board continues to champion best practice for independence and ethnic diversity and keeps the balance of skills, knowledge and experience on the Board under regular review.

Note: As at 31 March 2025.

Gender diversity

Independence

Tenure

Senior Board positions Chair

pages 30–54, 59 pages 14–18, 42, 78

Culture

8

9

1 9

Board activities and decisions Shareholder engagement Other stakeholder engagement

Senior Independent Director Chief Financial Officer Chief Executive

pages 79–81

pages 11–13, 69, 81 pages 11–13, 69, 78, 81

3

2 1

1

Conflicts of interest Role of the Chair

page 84 page 72

5

Division of responsibilities Non-Executive Directors

Read more

Male Female

Independent Independent NED Chair Executive Non-independent

0–3 years 4–6 years 7–10 years

Male Female

pages 72–76

Independence pages 67, 84 Composition, succession and evaluation Read more Appointments and succession planning

pages 73–74, 83, 84 pages 67, 69, 73–76 pages 67, 73–76 pages 69–71, 82

0 2 4 6 8 10 Skills and expertise of Non-Executive Directors 2 6 9 3 7 3

Ethnicity

Skills, experience and knowledge

12 15

Length of service

Evaluation Diversity

1 12

2

11 1

11 1

11 1

11 1

10 2

2

10 1

pages 14–16, 67, 69, 81, 85

11

10

10

0 3 6 9

Remuneration Policies and practices

Read more

5

pages 94–112 pages 94–112

Alignment with purpose, values and long-term strategy Independent judgement and discretion

pages 95, 107–108

Technology/ telecoms

Finance

Emerging markets

Media

Political regulatory

Consumer goods and services/ marketing

Environmental, social and governance

2017 2016 2018

2024 2025 2023 2022 2021 2020 2019

White Ethnically diverse

Disclosure Guidance and Transparency Rules We comply with the Corporate Governance Statement requirements pursuant to the FCA’s Disclosure Guidance and Transparency Rules by virtue of the information included in this ‘Governance’ section of the Annual Report together with information contained in the ‘Shareholder information’ section on pages 223 to 226 .

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