Vodafone Group Plc Annual Report 2025 73
Strategic report
Governance
Financials
Other information
Governance continued Our Board Our business is led by our Board of Directors. Biographical details of the Directors as at 3 June 2025 are provided below. External appointments listed are only those required to be disclosed pursuant to UK Listing Rule 6.4.
Read full biographies vodafone.com/board
Margherita Della Valle Group Chief Executive – Executive Director
Luka Mucic Group Chief Financial Officer – Executive Director Tenure: 1 year Career and experience Luka was the Chief Operating Officer of SAP SE from 2014 to 2017 and its Chief Financial Officer from 2014 until 31 March 2023. During these roles, he was responsible for SAP’s group-wide finance, legal, data protection, procurement, audit, risk management, security, IT, and process management functions. Luka began his career at SAP in 1996 and has held a series of management positions within the global finance and administration division. Skills and attributes which support strategy and long-term success – Strong commercial and operational leadership with expert knowledge of the global finance landscape after gaining substantial direct industry experience. – A background in finance, legal, audit, risk management and IT allow Luka to act as a balanced and highly knowledgeable sounding board in technical Board discussions. External appointments – Heidelberg Materials AG, supervisory board member and chair of the audit committee
Jean-François van Boxmeer N E Chair – Independent on appointment
David Nish A N Non-Executive Director and Senior Independent Director Tenure: 9 years Career and experience
Tenure: 4 years Career and experience
Tenure: 2 years (as Group Chief Executive) Career and experience Margherita’s previous roles within Vodafone were Group Chief Financial Officer from 2018 to 2023, Deputy Chief Financial Officer from 2015 to 2018, Group Financial Controller, Chief Financial Officer for Vodafone’s European region and Chief Financial Officer for Vodafone Italy. After moving to a Group finance position in 2007, Margherita established several shared operations functions, which provide a portfolio of services spanning IT operations, customer care, supply chain management, human resources and finance operations to 28 partners in other markets. Skills and attributes which support strategy and long-term success – Strong commercial and operational leadership with expert knowledge of the global telecommunications landscape after close to three decades of direct industry experience. – Considerable corporate finance and accounting experience, translating into expert knowledge of capital allocation, operational efficiency and investment appraisal. External appointments – Reckitt Benckiser Group Plc, non-executive director and member of the audit committee
Jean-François was the Chief Executive of Heineken for 15 years, having been with the company for 36 years. Jean-François held a number of senior roles in Africa and Europe before joining Heineken’s Executive Board in 2001 with worldwide responsibility for supply chain and technical services, as well as regional responsibility for the operating businesses in North-West Europe, Central and Eastern Europe and Sub-Saharan Africa. Skills and attributes which support strategy and long-term success – Extensive international experience in driving growth through both business-to-business and business-to-consumer business models, both of which are integral components of the Company’s strategy and long-term success. – Skilled communicator with a strong track record of developing stakeholder relations and overseeing governance in the context of a large global organisation, which, in his capacity as Chair of the Board, continues to be of great value to the Company. External appointments – Heineken Holding N.V., non-executive director
David was Group Finance Director of Scottish Power Plc from 1999 to 2005 having joined the company as Deputy Finance Director in 1997. Additionally, he was the Chief Executive Officer of Standard Life Plc from January 2010 to September 2015 having joined the company as Group Finance Director in November 2006. Previous non-executive positions held by David include boards of HSBC Holdings Plc, London Stock Exchange Group Plc, Zurich Insurance Group Ltd, UK Green Investment Bank plc, Northern Foods Plc, Thus Plc, HDFC Life (India) and Royal Scottish National Orchestra. Skills and attributes which support strategy and long-term success – Wide-ranging operational and strategic experience as a senior leader and a deep understanding of financial and capital markets. – Significant finance experience, bringing strong direction as the Chair of the Audit and Risk Committee through a focus on the risk and control environment and Group resilience. External appointments N/A
Upcoming Board and Committee Composition Changes David Nish will not be seeking re-election at the 2025 Annual General meeting and will therefore retire from the Board at the conclusion of the meeting on 29 July 2025. The Company announced on 2 April 2025 that with effect from the conclusion of the 2025 AGM, Simon Segars will be appointed Senior Independent Director and member of the Nominations and Governance Committee. Simon Dingemans will be appointed as Chair of the Audit and Risk Committee and member of the Remuneration Committee. Michel Demaré will cease to be a member of the Nominations and Governance Committee. Christine Ramon will cease to be a member of the ESG Committee and become a member of the Remuneration Committee. Delphine Ernotte Cunci will cease to be a member of the Remuneration Committee and become a member of the Nominations and Governance Committee. Luka Mucic will step down as Group Chief Financial Officer and as a Director of the Company, no later than early 2026.
Committee key A Audit and Risk Committee E ESG Committee N Nominations and Governance Committee R Remuneration Committee
T Technology Committee Committee Chair Member
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