Our governance approach
We firmly believe that strong corporate governance plays a crucial role in delivering long-term, sustainable value for shareholders and the wider world.
For that reason, governance informs every decision we make together: from formulating our overarching strategy and underlying purpose, to setting the tone of our company culture and instilling values that we can be proud of across the entire Group.
We are making rapid progress on our roadmap
Meet our Board of Directors and learn more about why they chose to join us, their experience, and their roles
Our Board
The Nominations and Governance Committee regularly reviews the Board’s composition to ensure a diverse mix of backgrounds, skills, knowledge and experience as well as deep expertise in technology and telecommunications. Each year, the Board monitors and improves its performance by conducting an annual performance review.
Ethnicity
Skills and expertise of Non-Executive Directors
Attendance
The table below details the Board and Committee meeting attendance during the year to 31 March 2024. The number of attendances is shown next to the maximum number of meetings the Director was entitled to attend. Ad hoc meetings of the Board and its Committees were able held as required during the year.
Notes:
- Stephen Carter was unable to attend one scheduled meeting of the Nominations and Governance Committee and one scheduled meeting of the Technology Committee due to a scheduling conflict.
- Sir Crispin Davis, Dame Clara Furse and Valerie Gooding stepped down from the Board at the conclusion of the AGM on 25 July 2023.
- Michel Demaré was unable to attend one scheduled meeting of the Board and one scheduled meeting of the Audit and Risk Committee due to a scheduling conflict.
- Hatem Dowidar was appointed as a Non-Executive Director of the Board and joined the Nominations and Governance Committee on 19 February 2024.
- Luka Mucic was appointed as Group Chief Financial Officer on 1 September 2023.
- Amparo Moraleda ceased to be a member of the Audit and Risk Committee and was appointed Chair of the Remuneration Committee on 25 July 2023.
- David Nish was unable to attend one scheduled meeting of the Board due to a scheduling conflict.
- David Nish joined the Nominations and Governance Committee on 25 July 2023.
- Christine Ramon joined the ESG Committee on 25 July 2023.
- Simon Segars was unable to attend one scheduled meeting of the ESG Committee due to ill health.
- Jean-François van Boxmeer joined the ESG Committee on 25 July 2023.
Board evaluation
Progress in the year
The FY24 Board evaluation reported improvements had been achieved in:
- Leadership: In July 2023, the appointment of Luka Mucic from 1 September 2023 as the Chief Financial Officer was announced. The Nominations and Governance Committee and the Board have also considered succession planning at a number of meetings.
- Operational performance: The Board spent a full day in September 2023 focusing on the Group’s three strategic priorities and the initiatives supporting them. Additional sessions and updates on these initiatives featured in the remaining FY24 Board meetings including a deep dive into the satellite strategy and an update on deep detractor reductions.
- Technology: In May 2023, the Board approved the establishment of the Technology Committee. The Committee has met three times during FY24 and focused on the current technology strategy including deep dives and the budgeting process for FY24.
Committee activities
To operate efficiently and to ensure matters are given the right level of focus, the Board delegates some of its responsibilities to its Committees. These provide focused oversight on: Board composition, performance, and succession planning; financial reporting, risk, internal processes and controls; remuneration practices; environmental, sustainability and governance topics; and technology strategy.
Nomination and Governance Committee
In addition to keeping under review developments in corporate governance and the Company’s responses to them, the Nominations and Governance Committee makes recommendations to the Board about Board composition and ensures Board diversity and the necessary balance of skills. The Committee recognises the need to anticipate the skills and attributes that will be needed on the Board as the Company develops. Committee focus during FY24 was on the appointment of the Group Chief Executive and the Group Chief Financial Officer, the establishment of the Technology Committee, and Board Committee composition following the departure of long-standing Non-Executive Directors at the conclusion of the 2023 AGM. The Committee has also spent time reviewing the bench strength of management.
Audit and Risk Committee
The Committee oversees the Group’s financial reporting, risk management, internal control and assurance processes and the external audit. This includes in-depth reviews of our principal risks, the review of our Annual Report and a programme of deep-dives across multiple business units with a focus on the risk and control environment. The Committee also monitors the activities and effectiveness of the Internal Audit function and has primary responsibility for overseeing the relationship with the external auditor. Deep-dive topics this year included reviews of adverse regulatory measures, technology resilience and readiness, cyber threats, infrastructure competitiveness and disintermediation risk. Entity deep-dives included Vodacom, the cluster of markets within the Other Europe segment, Vodafone Spain, Vodafone Germany, Vodafone Roaming Services and Vantage Towers. The Committee also has joint responsibility, with the ESG Committee, for reviewing the appropriateness and adequacy of ESG disclosures provided within the Annual Report and the ESG Addendum, including approving its content.
Watch the Chair of the Audit and Risk Committee, David Nish, explain his role
ESG Committee
The Committee provides oversight of Vodafone’s ESG programme: purpose pillars (Digital Society, Inclusion for All and Planet), sustainability and responsible business practices as well as Vodafone’s contribution to the societies we operate in under the social contract. The Committee also monitors progress against key performance indicators and external ESG index results. Focus for this year centred on enhancing the approach to ESG disclosure and assurance and expanding agenda items to reflect the Committee’s purpose. Key discussion topics included ESG indices and rankings, digital inclusion, human rights and our Digital Society purpose pillar.
Watch the Chair of the ESG Committee, Amparo Moraleda, explain her role
Remuneration Committee
The Remuneration Committee sets, assesses and recommends for shareholder approval the Remuneration Policy for Executive Directors, sets the remuneration of the Executive Directors and approves the remuneration of the Chair of the Board and members of the Executive Committee. It also reviews remuneration arrangements across the Group to ensure they are aligned with our strategy, support our purpose and celebrate the ‘Spirit of Vodafone’.
Technology Committee
The Committee oversees the technology strategy and how it supports the overall Company strategy. The Committee monitors progress against the strategy and assesses technology risks and industry trends. It also keeps technology development under review and explores innovations that enable future growth.
Regular engagement ensures we operate in a balanced and responsible way, both in the short and longer term
We are committed to maintaining good communications and building positive relationships with all our stakeholders, as we see this as essential to strengthening our sustainable business. We have summarised our interactions with key stakeholders during the year below.
Vodafone is required to provide information on how the Directors have performed their duty under section 172 of the Companies Act 2006 to promote the success of Vodafone, including how those matters and the interests of Vodafone’s key stakeholders have been taken into account by the Directors. The engagement mechanisms directly involving the Directors are indicated below with a B symbol.
We are focused on deepening engagement with our customers to develop long term, valuable and sustainable relationships. We have hundreds of millions of customers across our global footprint, from individual consumers to large multinationals.
How did we engage with them?
- Digital channels (MyVodafone app, TOBi chatbots, social media interaction and the Vodafone website), and call centres and branded retail stores
What were the key topics raised?
- Easy access to high quality support and shorter resolution times for service related issues
- Better value offers for long-term customers and improved transparency around price increases
- Fast and reliable fixed internet, wider mobile coverage and faster 5G connectivity
How did we respond?
- BCustomer experience (‘CX’) is our top priority, with global alignment behind a customer action plan and increased investment to improve experience
- CX boards in all markets, continuously review customer pain points and take action with dedicated budgets
- BIncreased awareness of customer issues and challenges faced by the frontline through initiatives such as call centre site visits
- Continued to improve digital channel effectiveness and focused on enhancing the service experience delivered by our frontline
- Drove affordability of smartphones and home technology by introducing integrated trade-in, flexible financing and second-life refurbished devices
- Offered support, such as free voice calls and texts, to customers affected by the tragic earthquake in Morocco and the devastating flooding in Libya
- Expanded our 4G and 5G coverage
- Continued progress towards closing the mobile usage gap for people across Europe and Africa
- We completed the world’s first space-based 5G call on a conventional smartphone with AST Space Mobile
Our people are critical to the successful delivery of our strategy. It is essential that they are engaged and embrace our purpose and values. Throughout the year we focused on a number of areas to ensure that everyone is highly motivated and we remained focused on wellbeing, diversity and inclusion and employee engagement.
How did we engage with them?
- Regular meetings with managers
- BEuropean Employee Consultative Committee
- BVodacom Group Employee Engagement Forum
- BExecutive Committee discussions
- BInternal website and live webinars, newsletters and other communications posted on our internal digital platform called 'workplace'
- BEmployee Speak Up channel
- BGlobal employee surveys, including onboarding and exit surveys
What were the key topics raised?
- Market mergers and acquisition activity
- Customer feedback
- Performance management and career development
- Succession and talent development
- Global Pulse and Spirit Beat survey actions
- Leadership behaviours to support strategic priorities
- Ownership and active engagement around safety, health and wellbeing, including mental health
- Progress on diversity and inclusion
How did we respond?
- Regularly updated employees on business and trading updates
- Launched advanced and intermediary training for critical skills
- Embedded our new performance management approach
- Updated our succession and talent framework
- Refreshed manager learning and support guides
- Launched a new global senior leadership activation programme
- Remained globally committed to safety, health and wellbeing
- Continued to embed diversity and inclusion through attraction, retention, development, allyship and education
Our business is helped by 8,000 suppliers who partner with us. These range from start-ups and small businesses to large multinational companies. Our suppliers provide us with the products and services we need to deliver our strategy and connect our customers.
How did we engage with them?
- Supplier audits and assessments
- Safety forums, events, conferences and site visits
- Purpose criteria in tenders relating to planet, diversity and safety
What were the key topics raised?
- Driving health and safety standards
- Driving towards net zero emissions in supply chains
- Supplier and product innovation
How did we respond?
- Held quarterly safety forums
- Collaborated with industry peers and suppliers through the Joint Alliance for CSR (‘JAC’)
- Continued rollout of environmentally-linked supply chain finance programme
We believe that the long-term success of our business is closely tied to the success of the communities in which we operate. To achieve this, we engage with local communities and international NGOs across our markets.
How did we engage with them?
- Providing relevant products and services
- Collaboration on education, health and inclusive finance projects, and on our humanitarian response to global issues including the cost-of-living crisis and war in Ukraine
- Participation in multi-stakeholder working groups on policy issues at national and international level
What were the key topics raised?
- Increasing access to connectivity and digital services, by closing the digital divide, connecting more women, and connecting SMEs
- Human rights topics
- Environmental topics, including net zero, biodiversity and the circular economy
- Delivery of global and national development goals including the UN Sustainable Development Goals (SDGs)
How did we respond?
- Engaged with the UN Broadband Commission, with Vodacom CEO Shameel Joosub elected as Commissioner
- Co-chaired an area of the International Telecommunication Union’s Partner2Connect initiative and contributed to the UN’s ‘SDG Digital Day’
- Participated in industry working groups covering human rights, smartphone access, digital inclusion and biodiversity
- Engaged with environmental initiatives, including the Science Based Targets initiative, CDP, and our WWF partnership
Our relationship with governments and regulators is important and we hope to work together on policies impacting our industry and customers, while also enabling governments and regulators to better understand the positive impact we can have on the environment and communities we operate in.
How did we engage with them?
- BHeld meetings with EU institutions, governments, elected representatives, international organisations and regulators
- BHosted and participated in workshops and events to improve sector understanding of connectivity and digitalisation; wrote a set of white and non-papers
- BOur Chair chairs the European Round Table for Industrialists, which engages with European and global institutions, and governments
- BPromoted Vodafone’s interests through membership
organisations and trade associations
What were the key topics raised?
- Regulatory and policy environment
- Security and supply chain resilience
- Data protection and privacy in regards to artificial intelligence
- Level playing field, sectoral health of the telecommunications sector, market structure, market consolidation and competition
- EU single market for the telecommunications industry
How did we respond?
- Engaged on network investments, design and deployment, allocation of spectrum (especially 6GHz) and the protection of consumers, future of satellite
- Promoted the need for telecommunications supply chain resilience and diversity, including highlighting the important role of OpenRAN
- Engaged with the EU with respect to the data economy, including data protection, digital principles, and data sharing (including the EU AI Act, Cyber Act and Digital Decade targets)
- Participated in the fair share debate through responding to the European Commission consultation on the Future of Connectivity.
- Inputted to the Commission White Paper and upcoming reports on competitiveness and the single market.
Our investors include individual and institutional shareholders as well as debt investors. We maintain an active dialogue with our investors through our extensive investor relations programme.
How did we engage with them?
- BPersonal meetings, roadshows, conferences
- BAnnual and interim reports and presentations
- BOur investor relations website is used as our primary digital communications tool and is available to all shareholders (institutional and retail), including 13 hours of dedicated video content covering investor events and interviews with Board Directors
- Regulatory News Service (‘RNS’) announcements
- BAnnual General Meeting (‘AGM’)
- BInvestor perception study and regular feedback survey
- Online presentations aimed at retail investors, hosted by the UK Individual Shareholders Society in FY24 and ‘Investor Meet Company’ in FY25
- Our Registrar, Equiniti, operates a portfolio service which provides shareholders with the ability to manage their holdings
What were the key topics raised?
- Our new strategic roadmap and strategic priorities of Customers, Simplicity and Growth
- Allocation of capital, including capital investment, leverage and shareholder returns
- Portfolio right-sizing for growth
- Corporate governance practices
- Environmental, Social and Governance (‘ESG’) strategy, targets and reporting
How did we respond?
- We conducted over 1,000 investor interactions through meetings with major institutional shareholders, debt investors, individual shareholder groups and financial analysts, and attended conferences
- Meetings were attended by Directors and senior management, including our Chair, Group Chief Executive, Chief Financial Officer, and Executive Committee members
- Provided comprehensive reports and transparency disclosures on ESG matters
Managing uncertainty in our business
We face multiple risks and uncertainties that could affect the success of our business. We mitigate these risks through a robust risk management framework and by integrating risk management into our daily operations and culture.
Governance and Identifying our risksThe Audit and Risk Committee, on behalf of the Board, reviews and challenges the principal and emerging risks as well as advises on the level of risk the Company is willing to take in achieving its strategic goals. The Board approves Vodafone's strategy and aligns the risk management approach with it. The risk function aims to make risk considerations an integral part of executing our strategy, enabling informed decision-making across all our markets. Our risk management approach is end-to-end, starting with local markets and Group entities identifying and evaluating risks to their local strategy. The Group risk team centrally assesses and challenges these risks. A comprehensive list of risks, along with external risk scanning findings, is presented to the Directors and executives for analysis and identification of significant risks. The proposed principal (pages 58 to 61), watchlist, and emerging (page 62) risks are agreed by our Executive Committee (‘ExCo’) before being submitted to the Audit and Risk Committee and the Board for review and approval.
Managing our risksIt is important to establish the context and understand the environment in which we operate. We categorise our risks into different risk types (strategic, operational, or financial) and identify whether the source of the threat is internal or external. This helps us effectively treat risks and provide appropriate oversight and assurance.
Executive risk owners have the responsibility to put in place adequate controls and necessary treatment plans to bring risks within acceptable tolerance levels. Additionally, risk treatment plans and the effectiveness of our current controls are monitored through in-depth risk reviews, which are presented to relevant oversight committees.
For each principal risk, we develop severe but plausible scenarios to understand the impact if it were to materialise. These scenarios provide additional insights into possible threats and improve the treatment strategy. They are also used to assess our viability.
Complying with the latest UK Corporate Governance Code
In 2018, a new UK Corporate Governance Code (the ‘Code’) was published, and as with previous iterations of the Code, we’re committed to ensuring compliance. We do this not only because it is our obligation, but because we share in the Code’s aims. Compliance enables us to foster better stakeholder engagement, greater diversity, more rigorous remuneration structures and a stronger corporate culture.
Board of Directors
Executive Committee
Our Board Committees
Our Board is collectively responsible for the oversight and success of our business. Through its committees, it ensures that the importance of compliance and integrity is recognised at all levels, throughout the Group.
Codes and compliance
In FY24, we were pleased to confirm that we complied in full with the principles and provisions of the UK Corporate Governance Code. We continue to do this while also complying effectively and transparently with other governance-related standards and guidelines.