Vodafone 2025 Annual Report

76 Vodafone Group Plc Annual Report 2025

Strategic report

Governance

Financials

Other information

Governance continued Our Board continued

Read full biographies vodafone.com/board

Anne-Françoise Nesmes Prospective Non-Executive Director subject to shareholder approval Tenure: <1 year Career and experience Until recently, Anne was the Chief Financial Officer at Smith & Nephew Plc, the multinational medical equipment manufacturer, where she led several acquisitions and developed a transformation programme following COVID-19. Prior to Smith & Nephew Plc, Anne was Chief Financial Officer at Dechra Pharmaceuticals from 2013 to 2016 and Chief Financial Officer at Merlin Entertainments from 2016 to 2020, where she was responsible for developing strategy and streamlining financial processes. Anne also previously led the finance function for the global vaccines unit at GlaxoSmithKline. Skills and attributes which support strategy and long-term success: – Highly skilled strategist with substantial M&A experience. – Strong commercial leader with extensive expertise in finance, strategy, IT, regulation, portfolio restructuring and shared services, which Anne brings to both the Board and to the Committees on which she sits. External appointments – Compass Group Plc, senior independent director, chair of the audit committee and member of the remuneration, nomination and corporate responsibility committees – Sanofi S.A., non-executive director

Simon Segars E T Non-Executive Director

Maaike de Bie Group General Counsel and Company Secretary

Maaike de Bie was appointed Group General Counsel and Company Secretary on 1 March 2023 and has responsibility for the Group legal, compliance and company secretariat functions as well as advising the Board on all aspects relating to corporate governance. She previously served as General Counsel and Company Secretary of easyJet plc and before that as General Counsel of Royal Mail plc. An experienced international lawyer, Maaike is dual-qualified in both the US and UK, with over 30 years of experience. Membership and attendance The table below details the Board and Committee meeting attendance during the year to 31 March 2025. The number of attendances is shown next to the maximum number of meetings each Director was entitled to attend. Ad hoc meetings of the Board and its Committees were also held as required during the year.

Tenure: 2 years Career and experience Simon was previously the CEO of Arm Ltd., the global leader in the development of semiconductor intellectual property. He successfully led the business from 2013 to 2022 and generated significant value for investors during his tenure. During 2017 to 2021, Simon was also a Board member of the SoftBank Group. Prior to joining Arm in 1991, he was an engineer at Standard Telephones and Cables. Skills and attributes which support strategy and long-term success: – Possesses significant understanding of technology trends and how these are reshaping industry landscapes, which are important in charting the Company’s strategic direction. – Proven history of business transformation and corporate strategy in dynamic and swiftly evolving commercial environments. – Extensive commercial acumen and knowledge of critical business and economic issues, which Simon brings both to the Board and to each of the Committees on which he sits. – A background in engineering, IT and technology equip Simon with the ability to provide valuable contributions during technical Board discussions. External appointments – Dolby Laboratories, Inc., non-executive director Committee key A Audit and Risk Committee E ESG Committee N Nominations and Governance Committee R Remuneration Committee

Nominations and Governance Committee

Audit and Risk Committee

Remuneration Committee

ESG Committee

Technology Committee

Name

Board 7/7 7/7 7/7 6/7 7/7 7/7 6/7 2/2 7/7 6/7 7/7 7/7 7/7

Jean-François van Boxmeer Margherita Della Valle

4/4

– – – – –

– – – – – – – – – –

4/4

– – – – – – – – –

– –

– – – – – – – – –

Luka Mucic David Nish 1 Stephen Carter

4/4 4/4 4/4 – – 4/4

6/6

4/4 4/4

Delphine Ernotte Cunci Michel Demaré 2 Simon Dingemans 3 Hatem Dowidar Deborah Kerr 4 Amparo Moraleda Christine Ramon Simon Segars

5/5 4/5

5/6 2/2 6/6 – – 6/6

– – – –

3/4

5/5

4/4 4/4 4/4

4/4

Notes: 1. David Nish was unable to attend one scheduled meeting of the Board due to ill health. 2. Michele Demaré was unable to attend one scheduled meeting of the Board and one scheduled meeting of the Remuneration Committee due to a diary conflict. 3. Simon Dingemans was appointed as a Non-Executive Director of the Board and joined the Audit and Risk Committee on 1 January 2025. 4. Deborah Kerr was unable to attend one scheduled meeting of the Board and one scheduled meeting of the Technology Committee due to a diary conflict.

T Technology Committee Committee Chair Member

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