Vodafone Group Plc Annual Report 2025 85
Strategic report
Governance
Financials
Other information
Governance continued Nominations and Governance Committee continued Board evaluation In accordance with the Code, Vodafone conducts an annual evaluation of Board and Board Committee performance, which every Director engages in and which is facilitated by an
just an end goal, but rather steps towards a drive for further progress. Whilst the Board Diversity Policy specifically focuses on diversity at Board and Committee level, commitment to diversity at Vodafone extends beyond the Board to the Executive Committee, talent pipeline and global workforce. The Board supports management in their efforts to build a diverse organisation throughout the Group and is regularly apprised of progress on the key diversity areas of focus beyond the Board and Executive Committee. We remain committed to achieving our target of 40% of women in management roles by 2030. We have a number of initiatives including early career programmes and parental support to support with increasing gender diversity throughout the workforce. We retain and further develop our diverse talent through focusing on different diversity programmes, policies and leadership incentives during the year. We launched our ‘Talent Deal’ which offers a package of support and guidance for employees identified as top or accelerated talent, 39.5% of which are women. We also continue to invest in development and deepening our talent assessments as part of succession planning to ensure we reach our talent targets for successors. As at 31 March 2025, our Executive Committee has five positions held by women (45%) and 18.18% of the Executive Committee identifies as ethnically diverse. In the Senior Leadership Team, 37% of positions (from continuing operations) are held by women and 24% of the Senior Leadership Team (from continuing operations) identifies as ethnically diverse. Whilst we commit to diversity and inclusion in all its forms, all appointments are made on merit and objective criteria to ensure the appropriate mix of skills and experience on the Board, valuing the unique contribution that an individual will bring. R ead more on Senior Leadership Team diversity on page 16 R ead more about our workforce inclusion programmes on pages 15–16
Board and executive management diversity Prepared in accordance with UK Listing Rule 6 Annex 1R as at 31 March 2025
Number of senior positions on the Board (CEO, CFO, SID and Chair)
Number in executive management
Percentage of executive management
Number of Board members
Percentage of the Board
Gender identity or sex 1
independent third party at least once every three years. This year, an external evaluation of the performance of the Board and Committees was facilitated by Lorna Parker and Elaine Sullivan of Manchester Square Partners. Both individuals and the firm have no other connection to Vodafone. The Committee oversaw the evaluation process and was involved in the selection of the external provider for review. R ead more about the outcome of this Board evaluation on page 82 Roles and responsibilities The terms of reference for the Nominations and Governance Committee set out the role and responsibilities of the Committee in further detail and are reviewed annually. Click to read the Committee’s terms of reference: vodafone.com/board-committees Diversity The Board diversity policy reinforces the ongoing commitment of the Board to supporting diversity and inclusion in the boardroom, in all its forms including age, gender, ethnicity, sexual orientation, disability and socio-economic background. The Committee acknowledges the significant role diversity and inclusion has on the effective functioning of the Board and its Committees and believes a diverse Board brings a broader perspective, which enables it to be better equipped to understand the views of our stakeholders as well as our shareholders in the decision-making process. The Board diversity policy is kept under review to ensure the objectives remain appropriate and sufficiently stretching. We also continue to monitor requirements set by the Financial Conduct Authority, FTSE Women Leaders Review and Parker Review in terms of gender and ethnic diversity. Vodafone acknowledges that these targets are not
Men Women
8 5 0 0
62% 38% 0% 0%
3 1 0 0
6 5 0 0
55% 45% 0% 0%
Other categories
Not specified/prefer not to say
Number of senior positions on the Board (CEO, CFO, SID and Chair)
Number in executive management
Percentage of executive management
Number of Board members
Percentage of the Board 84.62%
Ethnic background
White British or other White (including minority-white groups) Mixed/Multiple Ethnic Groups Asian/Asian British Black/African/Caribbean/Black British Other ethnic group, including Arab Not specific/prefer not to say Note: 1. The data reported is on the basis of gender identity.
11
4 0 0 0 0 0
9 0 1 0 1 0
81.82% 0% 0% 9.09% 9.09%
0 1 0 1 0
0% 0% 7.69% 7.69%
0%
0%
The data contained in the tables on this page was collected as part of the annual declaration process, whereby the Board and the Executive Committee received declaration forms for self-completion. The declaration forms included, for all individuals whose data is being reported, the same questions relating to ethnicity, gender, sexual orientation and disability. The data is used for statistical reporting purposes and is provided with consent. The data in the above tables is as at 31 March 2025, and there have been no changes to the board in the period between then and the date of this report. Diversity targets Target Progress
The Board aspires to meet and ultimately exceed the target for at least 40% of Board positions to be held by women. That at least one of the positions of Chair, CEO, CFO or Senior Independent Director is held by a woman. That at least one member of the Board is from a minority ethnic background.
As at 31 March 2025 38% of our Board identified as women. Whilst we do not currently meet this target, the position is temporary and has resulted from ensuring appropriate succession planning and the handover of responsibilities. We expect this to increase to 46% on 29 July 2025 following the conclusion of the AGM whereby David Nish will step down as a Non-Executive Director and Anne-Françoise Nesmes will be appointed as a Non-Executive Director. As at 31 March 2025 our Group Chief Executive Officer position is held by a woman . The Committee continues to ensure this target is considered as part of the Board and Executive Committee succession planning process. As at 31 March 2025, we currently have two Board members from a minority background . Vodafone continually aspires to increase diverse representation on our Board. Independent executive search firms are used to ensure a diverse range of candidates.
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