Vodafone 2025 Annual Report

70 Vodafone Group Plc Annual Report 2025

Strategic report

Governance

Financials

Other information

Governance Our governance structure Our governance structure facilitates effective decision-making and supports the successful delivery of our strategy.

The Board The Board comprises the Chair, Senior Independent Director, Non-Executive Directors, the Group Chief Executive and the Group Chief Financial Officer. Our Non-Executive Directors bring independent judgement, and wide and varied commercial, financial and industry experience to the Board and Committees. A summary of each role can be found on page 71 Biographies of Board members can be found on pages 73–76 Board meetings are structured to allow open discussions. At each meeting, the Directors are made aware of the key discussions and decisions of the principal Committees by the respective Committee Chairs. Minutes of Board and Committee meetings are circulated to all Directors after each meeting. R ead more about the Board’s activities during the year on pages 79–81 The Board is collectively responsible for ensuring leadership through effective oversight and review. It sets the strategic direction with the goal of delivering sustainable stakeholder value over the longer term and has oversight of cultural and ethics programmes. The Board’s responsibility includes delivery of strategy and business performance. The Board also retains responsibility for the Group’s operations and the effectiveness of systems of internal control and risk management, including climate-related risks and opportunities, accounting and compliance (including determining the appropriate level of risk exposure, management and mitigation for the Group). It is also responsible for matters relating to finance, audit, reputation, listed company management, corporate governance, remuneration and effective succession planning, much of which is overseen through its principal Committees.

The Executive Committee The Executive Committee comprises Margherita Della Valle, the Group Chief Executive, and Luka Mucic, Group Chief Financial Officer, together with a number of senior executives responsible for global commercial operations, human resources, technology, external affairs and legal matters. Committee members also include the Executive Chairman Vodafone Germany and CEO European Markets, CEO Vodafone Investments & Strategy, CEO Vodacom Group, Group Chief Network Officer and CEO of Vodafone Business. Led by the Group Chief Executive, the Executive Committee and other management committees are responsible for making day-to-day management and operational decisions, including implementing strategic objectives and empowering competitive business performance in line with established risk management frameworks, compliance policies, internal control systems and reporting requirements. Details of the Executive Committee members and their range of experience, skills and expertise can be found on page 77 . Some members also hold external non-executive directorships, giving them valuable board experience.  B iographies of the Executive Committee can be found on page 77

The Board Responsible for the overall conduct of the Group’s business including: our long-term success; setting our purpose; monitoring culture and how it has been embedded; monitoring our values, standards and strategic objectives; reviewing our performance; and maintaining positive dialogue with our stakeholders. The Board has established five formal Committees to focus on specific areas.

Nominations and Governance Committee

Audit and Risk Committee

Remuneration Committee

ESG Committee

Technology Committee

Click to read more about the responsibilities of each Board Committee: vodafone.com/board-committees

Executive Committee Focuses on strategy implementation, financial and competitive performance, commercial and technological developments, succession planning and organisational development. The Committee has established a number of additional management committees including:

CEO/CFO

ESG and Reputation Steering Committee

Risk & Compliance Committee

AI Governance Board

Simplicity Board

Disclosure Committee

National Security Committee

Entities Nominations Committee

Capital Decision Board

Business Decision Board

Click to read more about the Executive Committee: vodafone.com/exco

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