Vodafone Group Plc Annual Report 2025 69
Strategic report
Governance
Financials
Other information
Chair’s governance statement continued
Diversity We remain committed to having a Board that is diverse in all respects. With support from the Nominations and Governance Committee, we continue to monitor requirements and best practices and are proud to have a female in position as Group Chief Executive. Whilst we do not currently meet the gender targets requiring Boards to comprise of at least 40% women as at 3 June 2025, the percentage is temporary and a result of ensuring appropriate succession planning and the handover of responsibilities. We anticipate this increasing to 46% on 29 July 2025 following the conclusion of the AGM whereby David Nish will step down as a Board member, following nine years’ service, and subject to shareholder approval, Anne-Françoise Nesmes will be appointed as a Non-Executive Director. We exceed the Parker Review target to have at least one Director from a minority ethnic group. As at 31 March 2025, 23% of our global senior leadership team are from ethnically diverse backgrounds and we continue to strive towards the target for 25% by 2030. We strongly believe that these diversity targets are not just an end goal, but a continuous journey, as we endeavour to increase diversity on our Board, in all its forms. Skills The recent changes in composition have strengthened the Board dynamic and provided valuable technology and telecoms expertise and demonstrated that diversity, skills and knowledge are effectively regarded when composition is considered. The appointment of Simon Dingemans on 1 January 2025 and the anticipated appointment of Anne-Françoise Nesmes, will continue to strengthen the Board’s expertise in finance, operations and strategy to achieve our priorities and deliver long-term value to shareholders. The Board and I believe our composition, with highly relevant sector expertise, makes us well placed to advise and provide management oversight.
Evaluation This year, the Board undertook an external evaluation led by Manchester Square Partners, an independent advisory firm. Manchester Square Partners developed a framework outlining suggested areas for discussion covering numerous areas. The review process was undertaken from September 2024 to January 2025 and the one-on-one meetings with Directors took an informal conversational approach. The findings were collated and presented to the Nominations and Governance Committee and the Board at their January 2025 meetings. I am delighted to report that there was a clear consensus that the Board is very effective in working together as a cohesive unit and continues to improve following actions identified in previous years. A number of strengths were identified as well as key areas for focus during the year ahead, further detail of which can be found later in this report. Stakeholder engagement The Board is committed to understanding the views of all Vodafone stakeholders to guide our decision-making process. We acknowledge that Vodafone’s success relies on the Board making decisions that benefit our shareholders while considering the interests of all stakeholders. Throughout the year, I have met with institutional shareholders both virtually and in person. In March 2025, I had individual meetings with a number of the Company’s largest shareholders and engaged on topics such as Board composition and shape of the Group. Further resources were made available to individual shareholders during the year, such as online presentations hosted by Investor Meets Company. I have also met senior political leaders, including as the Chair of the European Round Table for Industry. This has involved presidents and prime ministers across Europe and at supranational organisations such as the European Commission, the European Council and the European Parliament.
Independent Director and Chair of the Audit and Risk Committee with effect from the conclusion of the meeting. I would like to take the opportunity to thank David Nish for his outstanding service to the Company. In light of these composition changes and following a review of committee memberships, I am pleased to report a number of changes that will come into effect from the conclusion of the 2025 AGM. Simon Segars, Non-Executive Director, will be appointed Senior Independent Director and will also join the Nominations and Governance Committee. Simon Dingemans, Non-Executive Director, will be appointed as Chair of the Audit and Risk Committee and member of the Remuneration Committee. Michel Demaré, Non-Executive Director will cease to be a member of the Nominations and Governance Committee. Christine Ramon, Non-Executive Director will cease to be a member of the ESG Committee and will join the Remuneration Committee. Delphine Ernotte Cunci, Non-Executive Director will cease to be a member of the Remuneration Committee and will join the Nominations and Governance Committee. Executive Committee There have also been changes to the Executive Committee during the year. Marika Auramo was appointed CEO Vodafone Business on 1 July 2024 and joined the Group Executive Committee with effect from the same date. Aldo Bisio stepped down as CEO Vodafone Italy and Group Executive Committee Member on 15 November 2024 to pursue an external opportunity. Guillaume Boutin was appointed as CEO Vodafone Investments & Strategy and joined the Group Executive Committee in May 2025. Serpil Timuray will be leaving Vodafone at the end of June 2025 to pursue external opportunities. We thank Serpil for her commitment and significant contribution to Vodafone over the last 15 years.
This year we have continued with our chosen workforce engagement approach, with Delphine Ernotte Cunci and Christine Ramon acting as Workforce Engagement Leads. They have gathered the views of employees through employee consultative committees across our European and African markets. Key discussion topics included changes to our commercial portfolio; M&A activities; GenAI developments; people engagement; and, hybrid working. The 2024 Annual General Meeting (‘AGM’) was held at Vodafone UK’s headquarters in Newbury, Berkshire and was available to watch live via a webcast for those shareholders who were unable to attend in person. Shareholders were able to pre-submit questions or, if attending in person, ask questions on the day, for consideration by the Directors at the meeting. We intend to hold the 2025 AGM in the same format. Click to read more about the AGM: vodafone.com/agm The year ahead A key focus for the Board and me will be the appointment of a new Group Chief Financial Officer and supporting that individual as they step into the role. The Board will continue to strive for sustainable value creation and will monitor the Company’s progress in executing Vodafone’s strategy, focusing on Customers, Simplicity and Growth. The Board will keep under review the Group’s strategy, adapting it to anticipate or respond to opportunities and risks in the markets in which we operate. Progress against our turnaround plan for Vodafone Germany will also remain a key focus. We continue to champion best practice and we look forward to providing an update on compliance with the provisions in force under the 2024 UK Corporate Governance Code next year. Thank you for your continued support. Jean-François van Boxmeer Chair of the Board
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