82 Vodafone Group Plc Annual Report 2025
Strategic report
Governance
Financials
Other information
Governance continued Board effectiveness and improving our performance
The Board recognises that it needs to continually monitor and improve its performance. Our annual performance review provides the opportunity for the Board and its Committees to consider and reflect on the effectiveness of its activities, the quality of its decision-making and the contribution made by each Board member. Process undertaken for our Board performance review In accordance with the 2018 UK Corporate framework was supplied to provide guidance, the one-on-one meetings with the Directors took an informal conversational approach.
– The Non-Executive Directors have sufficient time to meet their responsibilities and are well-prepared, committed and engaged during the meetings Administration and process – Board processes are effective, efficient and thorough and allow the Board to carry out its responsibilities. Focus areas for FY25/26 The Board also identified and agreed key areas of improvement and focus for FY25/26: – Longer-term strategic priorities: prioritise time on the Board agenda to explore the longer-term strategic ambitions and direction for Vodafone; – Our people: continue to ensure people topics are frequently discussed at the Nominations and Governance Committee as well as on the Board agenda, with a focus on succession planning and development; and – Culture: continue to create additional opportunities for Non-Executive Directors to meet employees informally and explore ways of testing culture change. Board Committees Each of the Board’s Committees were evaluated and the review concluded that all Committees are working well and effectively, with particular appreciation for their Chairs. Non-Executive Directors have access to supporting material for all Committees, enhancing their depth of understanding across the Group. This is provided on a timely basis. Individual performance The performance and effectiveness of contribution for each Director, including the Chair, was considered as part of the one-on-one conversations and observations during attendance at the Board and Committee meetings.
Progress on FY24 actions Progress against the areas identified for focus following the FY24 internal evaluation are shared below: Areas identified for improvement Operational excellence: continue to prioritise the time spent on the key strategic pillars of Customers, Simplicity and Growth Progress: Board agendas continue to be drafted with a focus on our strategic priorities across Customers, Simplicity and Growth. Workforce engagement and culture: strengthen the structure and engagement plan with greater insight fed back to the Board Progress: Our designated workforce engagement leads attended employee forums throughout the year and the Chief Human Resources Officer presented cultural insights, including on Spirit and employee listening on an increased cadence this year. An update on people and strategic transformation was also provided at the September strategy session. Focus on the successful integration of the new e& representative as a Director to ensure the effective functioning of the Board continues Progress: Hatem Dowidar has undertaken an extensive induction programme. The findings from the FY25 evaluation also concluded that the Board is functioning well and the dynamic has been strengthened following changes to the composition. Continued focus on succession planning at Board and Senior Management level Progress: Simon Dingemans was appointed as a Non-Executive Director on 1 January 2025 and subject to shareholder approval, Anne-Françoise Nesmes will be appointed as a Non-Executive Director following the conclusion of the 2025 AGM. Guillaume Boutin was appointed as CEO Vodafone Investments & Strategy on 15 May 2025.
Governance Code, the FY25 Board performance review was externally facilitated by Lorna Parker and Elaine Sullivan of Manchester Square Partners, an external advisory firm. Both individuals and the firm are considered to be fully independent and have no other connection to the Company or individual Directors. The objectives of the performance review were to provide an assessment of: – Vodafone Group’s Board effectiveness and governance; – The effectiveness of Vodafone Group’s Committees; and – The effectiveness of Directors individually, including the Chair’s effectiveness, and how effectively members work together to achieve objectives, taking into account their preparation ahead of meetings, time commitment, independence and courage to challenge. Manchester Square Partners developed a framework outlining the suggested areas to gather and distil feedback, including strategy, challenges and risks, values and culture, role, dynamics, engagement, composition, leadership and succession. Following a discussion with the Chair, and to ensure that the specific objectives of the Board review were met, tailored questions were prepared for the Board members to consider in advance of the individual interviews. The review process was undertaken from September 2024 to January 2025. Manchester Square Partners had access to Board and Committee papers for the 12 months prior and observed the November Board and Committee meetings. Individual interviews were conducted with all Board members and the Group General Counsel and Company Secretary. Whilst a review
Board performance review findings Manchester Square Partners collated the input and provided an independent assessment of the effectiveness of the Board. The findings were presented to the Nominations and Governance Committee and the Board at their January 2025 meetings. The Board discussed the findings from the evaluation and was encouraged by the strengths identified. Effectiveness and leadership – Overall the Board is functioning well and all members are both pleased and proud to be on the Board at this stage of Vodafone’s transformation journey – The performance of the Board was seen to have improved over the last three years – There is clarity and alignment on the role of the Board and a shared understanding around the immediate strategic priorities – There is shared alignment around the key challenges and risks facing Vodafone – The Board has highly effective leadership with a Chair who is well respected and facilitates high quality discussion – The CEO is highly regarded and has full support from the Board Skills, composition, and diversity – Recent changes in composition have strengthened the Board dynamic and provided valuable technology and telecoms expertise – The Board has substantial breadth and depth of complementary skills and experience with appropriate diversity in terms of geography, insight, thinking, gender and ethnicity. This ensures the Board is as effective as possible in the context of developing and delivering strategy, and addressing the challenges and opportunities, and the principal risks facing the Company
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