Vodafone Group Plc Annual Report 2025 83
Strategic report
Governance
Financials
Other information
Governance continued Nominations and Governance Committee
The Nominations and Governance Committee (the ‘Committee’) continues to monitor the composition, structure and size of the Board and its Committees to ensure that there is an appropriate balance of skills, knowledge, experience and diversity so that responsibilities can be discharged effectively. The Committee oversees all matters relating to corporate governance and succession planning and makes recommendations to the Board as appropriate. Chair Jean-François van Boxmeer Members Stephen A. Carter CBE Michel Demaré Hatem Dowidar David Nish With the exception of Hatem Dowidar, the Committee is comprised of independent Non-Executive Directors. The Committee had four scheduled meetings during the year and additional ad hoc meetings as required. T he attendance at Committee meetings can be found on page 76
Letter from Committee Chair On behalf of the Board, I am pleased to present the Nominations and Governance Committee Report for the year ended 31 March 2025. Board composition and succession planning A key focus for the Committee this year has been Board composition and succession planning, with a continued focus on the appointment of Non- Executive Directors with strong financial expertise and risk and audit committee experience. The Committee monitors the length of tenure, skills and experience of Non-Executive Directors to assist with succession planning. We reported last year that there was an upcoming scheduled retirement from the Board and on 2 April 2025 we announced that David Nish would not be seeking re-election at the 2025 AGM following nine years service. In anticipation of this scheduled departure, the Committee focused on finding suitable Non- Executive Director successors to further enhance the Board’s experience and capabilities, particularly in the finance sector. MWM Consulting, an independent external search firm, was appointed to support the process. Following recommendation by the Committee, the Board approved the appointment of Simon Dingemans as a Non-Executive Director with effect from 1 January 2025. Simon also joined the Audit and Risk Committee with effect from the same date. Simon is an experienced leader and former chief financial officer. He brings extensive financial, operational and strategic experience and I am delighted to welcome him to the Board as we continue to drive our strategic transformation. R ead more on Simon’s background on page 74 and onboarding on page 84 On 2 April 2025, following Board approval and recommendation by the Committee, we announced that Anne-Françoise Nesmes will be appointed as a Non-Executive Director with effect
The changes ensure alignment between skills and specific Committee and individual responsibilities and the Committee is confident that the Board currently has the necessary mix of skills and experience to contribute to the Company’s strategic objectives. R ead more about the details of the length of tenure of each Director and a summary of the skills and experience of the Non-Executive Directors on pages 67, 73–76 Appointment process When considering the recruitment of new Directors, the Committee adopts a formal and transparent procedure, which takes into account the skills, knowledge and level of experience required as well as social mobility factors and diversity. To start the appointment process this year, a search specification was created and MWM consultancy was appointed to provide support. MWM provided a list of potential candidates with a diverse range of backgrounds and characteristics. The shortlisted candidates were then interviewed by Committee members and they met with the Group Chief Executive, Chair and other members of management as appropriate. A recommendation was then made to the Board on the chosen candidate and the appointment terms were then drafted and agreed with that candidate. Executive Committee changes, succession planning and talent pipeline The Committee receives regular updates on succession planning and changes to the membership of the Executive Committee against the backdrop of our simplified operating model. This year, the Committee has continued to focus on succession plans for executives below Board level, looking at the strength, depth and diversity of the talent pipeline to understand executive talent requirements and the capabilities required for the future.
from the conclusion of the 2025 AGM, subject to shareholder approval. Anne-Françoise will also join the Audit and Risk Committee and ESG Committee with effect from the same date. Anne-Françoise is highly experienced, commercially orientated and brings a wealth of financial expertise from several international organisations. She has a strong focus on strategy, IT, regulation and shared services and her ability to drive significant transformation agendas will be an excellent addition to our Board discussions. R ead more on Anne-Françoise Nesmes background on page 76 Both Simon’s and Anne-Françoise Nesmes appointment to the Board will be subject to shareholder approval at the 2025 AGM. With the exception of David Nish, all other Non-Executive Directors have submitted themselves for election. Committee composition The Committee keeps under review the composition of the Board and its Committees, evaluating the balance of skills, experience, independence, knowledge and diversity requirements. In light of the recent and upcoming Non-Executive Director changes, the Committee made recommendations to the Board for approval. On 2 April 2025 we announced a number of changes that will be effective 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.
Find out more Click or scan to watch our Non-Executive Directors explain their role: investors.vodafone.com/videos
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