Vodafone Group Plc Annual Report 2025 71
Strategic report
Governance
Financials
Other information
Governance continued
Board Committee roles Committee
Management Committee roles
Role and focus
Committee Risk & Compliance Committee ESG and Reputation Steering Committee
Role and focus
Audit and Risk Committee
– Reviews the adequacy of the Group’s system of internal control, including the risk management framework and related compliance activities. – Monitors the integrity of financial statements, reviews significant financial reporting judgements, and advises the Board on fair, balanced and understandable reporting and the long-term viability statement. – The Committee also has joint responsibility, with the ESG Committee, for reviewing the appropriateness and adequacy of ESG disclosures provided within the Annual Report and the ESG Addendum, including the approval of their content. R ead more on pages 86–91 – Evaluates Board composition and ensures Board diversity and a balance of skills, as well as experience in ESG matters. – Reviews Board and Executive Committee succession plans to maintain continuity of skilled resources. – Oversees matters relating to corporate governance. R ead more on pages 83–85 – Sets, reviews and recommends the policy on remuneration of the Chair, executives and senior management team. – Monitors the implementation of the Remuneration Policy. – Oversees general pay practices across the Group. R ead more on pages 94–112 – Oversees the ESG programme and monitors the purpose agenda in relation to empowering people, protecting our planet and ensuring that Vodafone acts with integrity. – Monitors progress against key performance indicators and external ESG index results. – Oversees progress on ESG commitments and targets. – The Committee also has joint responsibility, with the Audit and Risk Committee, for reviewing the appropriateness and adequacy of ESG disclosures provided within the Annual Report and ESG Addendum, including the approval of their content. R ead more on page 93 – Supports the Board with fulfilling its oversight of the Company, specifically how technology underpins Company strategy, including assessing risks and exploring innovations for future growth. – Monitors technology development, innovation, risks, disruptors and mitigations. – Reviews technology supply chains, partnerships and external relationships. R ead more on page 92
– Assists the Executive Committee in fulfilling its accountabilities with regard to risk management and policy compliance. The Committee reviews risk assessments and management processes, conducts deep-dives as necessary and maintains an overview of risk management and compliance to report to the Audit and Risk Committee. – Assists the Executive Committee with the effective coordination of ESG and purpose activities and advises on reputational risks and policy matters. – Oversees the Generative AI transformation and strategic vision, and identifies and approves the key programmes and initiatives to deliver the strategy. – Assists the Executive Committee in fulfilling its accountabilities with regard to simplicity programme activity decisions, with a specific focus on Group-wide, cross functional and multi-market initiatives. – Assists the Executive Committee in fulfilling its accountabilities with regard to capital allocation decisions, with a specific focus on Group-wide, cross functional and multi-market initiatives. – Assists the Executive Committee in fulfilling its accountabilities with regard to business growth decisions, with specific focus on Group-wide, cross-functional and multi-market initiatives. – Oversees the capabilities to deliver on sensitive contracts where there are potential UK national security implications. – Reviews the composition of material subsidiary boards and Vodafone representatives on joint venture and other investments and approves the appointment or nominations of Vodafone representatives to joint venture investments and other entities to ensure the appropriate mix and diversity of capabilities and talent. – Oversees the accuracy, timeliness and materiality of Group disclosures and approves controls and procedures in relation to the public disclosure of financial information.
Nominations and Governance Committee
AI Governance Board
Simplicity Board
Remuneration Committee
Capital Decision Board
Business Decision Board
ESG Committee
National Security Committee Entities Nominations Committee
Technology Committee
Disclosure Committee
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