Vodafone Group Plc Annual Report 2025 79
Strategic report
Governance
Financials
Other information
Governance continued Board activities and key areas of focus during the year
Our Board is responsible for the overall leadership of the Group and, throughout the year, Board activities and discussion focused on the implementation of the Company’s strategic transformation plan. The Board oversees the Company’s strategic direction and supports the executive management with its delivery of the strategy within a transparent governance framework. In continuation of the strategic evolution and portfolio objectives reported last year, Board discussion has focused on the implementation of those strategic priorities, alongside financial performance and capital, risk, culture and governance. Key stakeholders are considered in the decision- making process in accordance with section 172 of the Companies Act 2006. Examples of key decisions taken by the Board during the year in accordance with our strategic priorities are shown to the right. R ead more about Vodafone’s key stakeholders and how the Board has engaged with them during the year on pages 11–13
and concluded that the transaction was in the best interests of the Company’s members as a whole. The Board determined that the proposed merger was pro-growth, pro- customer, pro-investment and pro-competition for the UK. Throughout the year, the Board continued to champion the conclusion reached throughout the proactive engagement process with the CMA, Ofcom and the UK Government. We believe the merger is a once in a lifetime opportunity to transform the UK digital infrastructure and the interests of all stakeholders have been carefully considered. Virgin Media O2 network sharing agreement The Board was kept updated on the proposed new network sharing agreement between Vodafone UK and Virgin Media O2, which aims to enhance the existing mobile network sharing agreement, bolstering quality mobile coverage across the UK and delivering improved services for customers. On 3 July 2024, the Company announced a new network sharing agreement had been reached with Virgin Media O2, which, following the CMA approval of the proposed merger between Vodafone UK and Three UK, will provide a stable basis for the merged company’s enlarged network to participate in the network sharing agreement, significantly enhancing competition in retail and wholesale markets. Portugal In September 2024, the Board attended an offsite in Portugal where they had the opportunity to delve further into the vision for the Portuguese customer market, including the challenges and opportunities. They met with the local management team and experienced first-hand some of the products
UK – Vodafone UK/ Three UK Merger We reported last year that the proposed merger was subject to regulatory approval by the UK Competition and Markets Authority (‘CMA’) and as anticipated, in April 2024 the merger inquiry progressed to Phase 2. The Board received regular updates on the progress of the application and the constructive engagement taking place with key stakeholders leading up to CMA approval being obtained. The merger aims to create a better network with greater coverage, reliability and faster speeds for our customers. Board discussion also focused on the pre-merger integration process, the strategy for the merged business and achieving the network ambition. Key steps during the financial year – September 2024: the CMA published its provisional findings accompanied by the Notice of Possible Remedies. Vodafone and Three responded to the CMA provisional findings and Notice of Possible Remedies – November 2024: the CMA released an announcement that it had provisionally found that the proposed merger could address competition concerns through network investment and customer protections – December 2024: we announced that the CMA had approved the merger and further information relating to the transaction was announced in accordance with the UK Listing Rules – May 2025: the merger formally completed on 31 May 2025 Section 172 considerations Last year we reported that in accordance with section 172 of the Companies Act, the Board, with support from external advisers where required, undertook an analysis as part of the decision- making process to consider stakeholder interests
Customers Our customers and the impact of our decisions on them remained a key focus throughout the year as we continued to implement the strategic evolution communicated in last year’s Annual Report. R ead more about the implementation of our strategic transformation on pages 8–9 The Executive Committee and senior leaders regularly provide the Board with information on the evolving needs of our customers. Strategic partnership with Google The Board considered a proposed extension to the existing partnership with Google into five new strategic pillars, focusing on opportunities in the consumer space and accelerated growth opportunities. A key focus of the partnership is to help consumers to take advantage of the latest hardware and digital technologies, including artificial intelligence (‘AI’) and cloud-based applications. The expansion will bring new services, devices, and TV experiences to millions of our customers across Europe and Africa, supported by Google Cloud and Google’s Gemini models. The Board supported the extension and in October 2024, the Company announced the 10-year partnership. The agreement will bring storage, security and AI assistance to our customers in 15 countries as well as to partners in an additional 45 markets worldwide. It was also announced that both parties would jointly promote the use of universal standards in areas such as online safety.
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