Vodafone Group Plc Annual Report 2025 93
Strategic report
Governance
Financials
Other information
Governance continued ESG Committee
The role of the ESG Committee is to support the Board by providing expert oversight and monitoring of Vodafone’s Environmental, Social and Governance (‘ESG’) programme, responsible business practices and the contribution to the societies we operate in under the social contract. Chair Amparo Moraleda Members Jean-François van Boxmeer Christine Ramon Simon Segars T he attendance at Committee meetings can be found on page 76
I have reported this year’s Committee work to the Board and I am looking forward to the next year chairing the Committee, starting with the next meeting in July 2025. Amparo Moraleda On behalf of the ESG Committee 3 June 2025 Focus during the year The ESG Committee met with senior leaders from many business functions and operating companies this year including External Affairs, Vodafone Business and Vodacom, all of whom have key ESG strategic deliveries and responsibilities. July 2024 In the first meeting of FY25, the Committee reviewed the transparency report, a voluntary disclosure that details our approach on law enforcement and governance assistance, prior to its publication in September 2024. The ESG Committee also received a progress update on ESG performance, the ESG strategy to support Vodafone’s business customers, and our approach to carbon enablement. November 2024 In the second meeting of the year, business leaders presented the Empowering People strategy for review and approval, the ESG Committee agreed Vodafone’s position on children and smartphones and reviewed the outcomes of our CSRD-aligned materiality assessment. January 2025 In addition to an update on our CSRD programme, the ESG Committee reviewed the renewable energy strategy and discussed the influence of ESG activities on the reputation of Vodafone and its operating companies in January.
March 2025 In March, the ESG Committee met to discuss Vodafone’s approach to ESG disclosures in FY25 and beyond, as well as the potential impacts of Vodafone’s structural changes on ESG progress. The papers received by the Committee outlined the key changes made since the previous Annual Report, including the strategic approach and a forward looking view of key milestones which may impact Vodafone’s reporting in the future. A review of structural changes on performance against targets and compliance requirements was also provided. In addition, we facilitated a session to increase awareness on ESG topics for the full Board. This covered the evolution of the ESG risk landscape in the UK and Board fiduciary duties, ESG preparedness and governance for evolving reporting responsibilities, and how driving ESG action and disclosures help to grow Vodafone’s reputation and revenue. Key focus for the next year The Committee continues to closely monitor the evolving ESG landscape and prepare for future reporting requirements, such as the CSRD. Alongside reviewing Vodafone’s alignment with ESG compliance requirements, the Committee continues to review Vodafone’s strategic focus, progress against targets, embed ESG practices in our operations and commercial strategy and, along with the ARC, oversee the ESG data management programme.
– Provide joint oversight and effective governance with the Audit and Risk Committee (‘ARC’) over the ESG content for disclosures and regulatory compliance. Click to read the Committee’s terms of reference: vodafone.com/board-committees Letter from Committee Chair On behalf of the Board, I am pleased to present Vodafone’s ESG Committee report for the year ended 31 March 2025. The Committee was established in 2021, with the founding members bringing a wealth of experience across domains that relate to ESG, complemented by specialist industry knowledge and expertise in the locations in which we operate. In FY25, the ESG Committee met four times, and the agendas included a range of topics across the Committee’s areas of responsibility. An important objective of the ESG Committee is to provide external perspectives and challenge the ESG programme and direction. The meetings fostered continuous development of the relationships with the senior leaders who drive the purpose agenda and strategies to deliver against our ESG objectives. This furthers our ambition to engage Vodafone employees in supporting positive change across ESG areas. These discussions have enabled Committee members to lead and support broader technical discussions with the Board on ESG topics. In January 2025, both the ESG Committee and the Audit and Risk Committee (‘ARC’) reviewed Vodafone’s approach to the Corporate Sustainability and Reporting Directive (‘CSRD’). In FY26, we aim to increase the frequency of joint ARC and ESG Committee meetings from annual to bi-annual, which signifies the importance of joining together ESG compliance with strategy as we look to meet evolving requirements.
Find out more Click or scan to watch our Non-Executive Directors explain their role: investors.vodafone.com/videos
Key responsibilities The responsibilities of the Committee are to: – Provide oversight of the Vodafone Group ESG programme, in addition to monitoring the purpose agenda and social contract; – Review and provide guidance on the implementation of the ESG strategy, related policies and programmes; – Monitor performance of external ESG indices; – Understand future ESG developments, industry trends and regulation that may impact Vodafone, as well as provide oversight of the programmes that impact our strategy or reputation; and
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