68 Vodafone Group Plc Annual Report 2025
Strategic report
Governance
Financials
Other information
Chair’s governance statement Effective corporate governance is integral to the successful execution of Vodafone’s strategy and long-term success Dear shareholders, This year we also announced our expanded partnership with Google, which will bring new
Deep-dive reviews of key operational functions and programmes in Vodafone Germany and between Germany and Group have also taken place, with the January Board and Committee meetings being held over a dedicated two day visit to Germany. The Board met with the leadership team and undertook an extensive review to gain a deeper level of insight into the status, challenges and progress of the turnaround plan. Whilst we anticipate the recovery to take time due to increasing competitive pressure and a worsening market environment, we are confident in the turnaround plan we have in place. We have seen the first clear signs of improvement which we expect to grow and build momentum in the coming fiscal years. Culture and strategy Our purpose ‘Everyone.Connected’ is at the core of our strategy and has guided actions at every level throughout the year. The Board understands the importance of culture and setting the tone of the organisation from the top and embedding it throughout the Group. We refer to our culture as the ‘Spirit of Vodafone’ and it is a key component of the organisational transformation we are driving, to deliver our strategy and establish a customer-first culture. We recognise the significance of an inclusive environment where everyone has the opportunity to thrive and belong. A more motivated and productive workforce is integral to delivering our three strategic priorities: Customers, Simplicity and Growth. The Board receives regular updates from management and our workforce engagement leads on employee engagement and the ‘Spirit of Vodafone’, which enables it to make informed decisions where appropriate. Board composition We announced on 7 May 2025 that Luka Mucic would step down as Group Chief Financial Officer and as a Director of the Company, no later than
early 2026 to pursue an external opportunity in Germany. A rigorous search is being conducted to find a suitable successor. The Board, together with the Nominations and Governance Committee, has continued to monitor the composition and skills of the Board with a focus on succession planning for our Non-Executive Directors as several scheduled retirements are anticipated over the next few years. I am delighted that following a thorough search process, Simon Dingemans joined the Board on 1 January 2025 as a Non-Executive Director, and a member of the Audit and Risk Committee with effect from the same date. Simon is a highly regarded business leader with extensive financial, operational and strategic experience, and will be an excellent addition to the Board, and Audit and Risk Committee. Following Simon’s appointment earlier this year, a full induction programme is underway, including meetings with executives leading our businesses and functions. Simon will stand for election at the 2025 Annual General Meeting (‘AGM’). We announced on 2 April 2025 that Anne- Françoise Nesmes will be appointed as a Non- Executive Director and join the Audit and Risk and ESG Committees with effect from the conclusion of the 2025 AGM, subject to shareholder approval. Anne-Françoise is highly experienced, commercially orientated and brings a wealth of financial expertise from several international organisations. She has a strong focus on strategy, IT, regulation and shared services and I am delighted to welcome her to the Board. Further details on Anne-Françoise’s induction programme will be reported in next year’s annual report. Following completion of nine years’ service, David Nish will not be seeking re-election at the 2025 AGM and will be retiring as a Board member, Senior
On behalf of the Board, I am pleased to present the Corporate Governance Report for the year ended 31 March 2025. This report provides details about the Board and an explanation of our individual roles and responsibilities. It also provides an insight into the activities of the Board and Committees over the year and how we seek to ensure the highest standards of corporate governance remain embedded throughout the Company, underpinning and supporting our business and the decisions we make. The year in review This year, we have continued to progress and implement the strategic transformation plans focused on three priorities: Customers, Simplicity and Growth. Vodafone has seen a lot of transactional activity in the last two years to right-size our portfolio, and I would like to give great thanks to my fellow Directors, the executive team, and the people of Vodafone for their spirit, ambition and hard work. I’m confident that the completion of the last step in our portfolio transformation will help us to move forward with our roadmap and achieve our vision of becoming a new generation connectivity and digital services provider for Europe and Africa. Strategic activity Throughout the financial year, strategic activity remained a key focus for Vodafone. On 31 May 2024, we announced that the sale of Vodafone Spain to Zegona had completed for €4,069 million in cash (subject to closing accounts adjustments) and up to €900 million of non-cash consideration in the form of redeemable preference shares. Following which, our new capital allocation framework was approved and a share buyback programme commenced to return up to €2 billion to shareholders.
services, devices and TV experiences to millions of our customers across Europe and Africa, supported by Google Cloud and Google’s Gemini models. In October 2024, in accordance with the strategic partnership agreement, Accenture invested into our shared operations business, which will accelerate growth, enhance customer services and drive significant efficiencies for Vodafone and our partner markets. In December 2024, following constructive engagement between the parties, we announced that the UK Competition and Markets Authority had approved the proposed combination of our UK telecommunication business with Hutchison Group Telecom Holdings Limited. The merger of Vodafone Limited and Hutchinson 3G UK Limited completed on 31 May 2025. The merger is great for customers, great for the country and great for competition. On 31 December 2024, we were pleased to announce the completion of the sale of Vodafone Italy to Swisscom AG for €7.9 billion in cash. The transaction was the final key step to reshaping our European footprint and allows us to focus on growing markets, with strong positions and local scale. The sale will create significant value for Vodafone and ensures the business maintains its leading position in Italy, which has been built through the dedicated commitment of our colleagues to serving our customers over many years. The completion of these transactions puts us in a stronger position to grow in all markets in line with our vision. The Board has kept the performance in Vodafone Germany under review throughout the year and monitored progress against the turnaround plan.
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