84 Vodafone Group Plc Annual Report 2025
Strategic report
Governance
Financials
Other information
Governance continued Nominations and Governance Committee continued
Director onboarding and development Onboarding process Upon appointment, each new Director receives a comprehensive and formal induction programme tailored to their needs, experience and the requirements of the role. Consideration is also given to Committee appointments and the Group General Counsel and Company Secretary assists the Chair in designing and facilitating the individual programmes. Onboarding is crucial to ensuring that our Directors have a full understanding of all aspects of our business, including the Group’s strategy, vision and values, to ensure they are able to contribute effectively to the Board. All Directors are also encouraged to attend site visits. Simon Dingemans undertook a comprehensive tailored induction programme which covered a variety of business areas including strategy, finance, compliance, risk, technology and networks and governance. In addition to meeting with external advisers for a briefing on Directors’ duties, the Market Abuse Regulation, and listing and disclosure obligations, Simon met with senior management from key business areas and functions. Upon appointment, all Directors receive a comprehensive induction pack which includes key background information on the Company, corporate governance guidance, and internal policies and codes.
During the year we announced that Aldo Bisio had stepped down as CEO Vodafone Italy and as a member of the Group Executive Committee on 15 November 2024 following the sale of Vodafone Italy. On 7 February 2025, we announced that Guillaume Boutin had been appointed as CEO Vodafone Investments & Strategy and a member of Vodafone’s Executive Committee, with effect from 15 May 2025. Guillaume will take over from Serpil Timuray the current CEO Vodafone Investments, who has decided to leave Vodafone at the end of June to pursue external opportunities. Guillaume is an experienced leader and brings a strong mix of strategic and operational experience, combined with deep- rooted sector knowledge. A rigorous search is underway to support finding a suitable successor for the role of Group Chief Financial Officer following the announcement that Luka Mucic would step down from the role and as a Director of the Company, no later than early 2026 to pursue an external opportunity. Key areas of focus for FY26 – Continued review of Board and Committee composition, tenure and onboarding; – Senior leadership talent, succession, and onboarding; and – Continued implementation of new provisions of the 2024 UK Corporate Governance Code. Jean-François van Boxmeer On behalf of the Nominations and Governance Committee 3 June 2025
Director development and training As the external business environment in which the Group operates continues to evolve, it is crucial that our Directors’ skills and knowledge are refreshed and updated regularly. The Chair has overall responsibility for ensuring that our Non-Executive Directors receive suitable ongoing training to enable each to remain an effective Board member. Individual training requirements are reviewed regularly and the Board is kept informed of training opportunities, including those offered by our external advisers. In addition to individual tailored training, updates on corporate governance, legal and regulatory matters are also provided by way of briefing papers and presentations at Board meetings. Board leadership and governance The Committee continues to review action taken to comply with the 2018 UK Corporate Governance Code and other legal and regulatory obligations during the year, and review upcoming compliance activities in respect of the 2024 UK Corporate Governance Code, with the majority of provisions applying to Vodafone with effect from 1 April 2025. The Committee receives regular governance updates and is satisfied that Vodafone complied with the Code in full throughout the year. Independence In accordance with the Code, the independence of all the Non-Executive Directors was considered by the Committee. Following evaluation, with the exception of Hatem Dowidar, all Non-Executive Directors are considered independent, and they continue to make independent contributions and effectively challenge management. The Executive Directors’ service contracts and Non-Executive Directors’ appointment letters are available for inspection at our registered office and at the 2025 AGM.
Conflicts of interest The Companies Act 2006 provides that directors have a duty to avoid a situation in which they have or may have a direct or indirect interest that conflicts or might conflict with the interests of the Company. This duty is in addition to the existing duty owed to the Company to disclose to the Board any interest in a transaction or arrangement under consideration by the Company. Our Directors must report any changes to their commitments to the Board, immediately notify the Company of actual or potential conflicts or a change in circumstances relating to an existing authorisation, and complete an annual conflicts questionnaire. Any conflicts or potential conflicts identified are considered and, where appropriate, authorised by the Board in accordance with the Company’s Articles of Association. A register of authorised conflicts is also reviewed periodically. The Committee is comfortable that it has adequate measures in place to effectively identify, manage and mitigate any actual or potential conflicts of interest so as not to compromise or override independent judgement. Time commitment In accordance with the Code, the Committee actively reviews the time commitments of the Board. All Directors are engaged in providing their external commitments to establish that they have sufficient time to meet their Board responsibilities. The Committee is satisfied that the Board does meet this requirement and all Directors provide constructive challenge and strategic guidance and hold management to account.
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