Vodafone Group Plc Annual Report 2025 81
Strategic report
Governance
Financials
Other information
Governance continued Board activities and principal decisions continued
Section 172 considerations The Board reviewed and approved plans for a €2 billion buyback programme to be implemented over the next 12 months. Following completion of the sale, the Board was mindful of delivering investor and shareholder value over the short, medium and long-term timeframes. Sale of % stake in Indus Towers Following Board approval, we announced in June 2024 that we had sold an 18% stake in Indus Towers. The proceeds have been used to repay Vodafone’s existing lenders in relation to borrowings secured against Indian assets. The sale of a further 3% stake was announced in December in accordance with our financial objectives. Following the sale, Vodafone has now disposed of its shareholding in Indus Towers. Sale of % stake in Vantage Towers We announced in July 2024 that Vodafone Group Plc had sold a further 10% stake in Oak Holdings GmbH – the partnership that co-controls Vantage Towers for €1.3 billion. The sale achieved the 50:50 joint ownership structure with the consortium of long-term infrastructure investors that was envisaged when the consortium was first announced. Proceeds from the sale have been used for deleveraging. Dividend The decision to approve the dividend was supported by a robust assessment of the position, performance and viability of the business carried on by management. On 12 November 2024, we announced an interim dividend of 2.25 eurocents per share, which was paid on 7 February 2025. We have recommended that a final dividend of 2.25 eurocents per share to be paid on 1 August 2025. The payment timeframe of our dividend is consistent with the expectations of our shareholders.
Investor relations The Board received regular updates on market share information, share price performance and how we have engaged with institutional investors and analysts. Sentiment and feedback from investor roadshows was also provided during the year. R ead more about how the Board engaged with investors during the year on page 13 Risk The Board has overall responsibility for determining the nature and extent of the risks the Group is willing to take and oversees the implementation of risk assessment systems and processes to identify, manage and mitigate Vodafone’s principal risks. Risk is considered on a regular basis and during the year, the Board, with support from the Audit and Risk Committee, completed a review of the Company’s risk appetite, principal and emerging risks, and how they are managed. The Audit and Risk Committee also undertook deep-dives on our principal risks during the year and fed back to the Board. This provides the Board with an understanding of the key risks within the Group and oversight on how they are being managed. R ead more about our internal control framework, risk management and effectiveness on page 89–90 and the Audit and Risk Committee deep-dives on page 87 Our people Appointment of Simon Dingemans, Non-Executive Director Following a rigorous external search, we announced the appointment of Simon Dingemans as a Non-Executive Director effective from 1 January 2025. Simon joined the Audit and Risk Committee with effect from the same date. In accordance with its terms of reference, the Nominations and Governance Committee led on the appointment process, and the Board was kept updated on the developments. The Board
approved the recommendation to appoint Simon Dingemans at its December meeting. R ead more about Simon Dingemans’ appointment in the Nominations and Governance Committee report on page 83–84 Culture and employee voice The Board received updates on Group culture and employee engagement, including by way of the ‘Spirit Beat’ survey. The Chief Human Resources Officer kept the Board updated on how culture was being embedded in the context of strategic transformation. Employee feedback was positive and whilst there were fluctuations between markets, engagement scores remained stable at a global level. Markets with significant increases in engagement saw correlating increases with driving colleagues’ connection to our strategy; customer-first and improving customer-facing colleagues’ experience, and managers taking action on Spirit and owning our transformation. Actions to improve systems and processes within each market continue and the Board will be kept updated on the progress. To further accelerate momentum on embedding cultural change and transformation, a network of change agents had been established across the business to support the cultural transformation at all levels. The Board considered the workforce engagement mechanisms in place to ensure they remain effective in delivering meaningful dialogue with employees. The Board confirmed that the workforce policies and practices are consistent with the Group’s values and supports the long-term strategy. R ead more about employee voice on pages 12 and 14
Inclusion and diversity The Board is kept updated on the progress of the diversity and inclusion initiatives to support key areas, including talent attraction, retention and development, allyship and education, and data. Read more about inclusion on pages 15–16 The Board diversity policy is reviewed on an annual basis. Read more about our Board diversity policy on page 85 Modern Slavery The Board monitors the Group’s compliance with the requirements of the UK Modern Slavery Act 2015 and approved its Modern Slavery Statement in May. Read more about our Modern Slavery Statement: vodafone.com/modern-slavery-statement Governance The Board received an update on the change to the UK Listing Rules and the subsequent disclosures required with respect to our strategic transactions as shareholder approval for the proposed UK merger of Vodafone UK and Three UK, and the sale of Vodafone Italy was no longer required.
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