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Annual Report 2022
Contents
Strategic report
01 S Our strategic framework
02 S About Vodafone
04 S Financial and non-financial performance
06 Chairman’s message
07 Chief Executive’s statement
08 S Market and strategy
10 S Business model
12 Mega trends
14 Stakeholder engagement
16 Strategic review
21 Our people strategy
24 Our financial performance
34 S Purpose, sustainability and
responsible business
– Inclusion for All
– Planet
– Digital Society
36 Our purpose
36
41
44
46 Contribution to Sustainable Development Goals
47 Responsible business
– Protecting data
47
– Protecting people
52
56
– Business integrity
58 Non-financial information
59 Risk management
65
66
– Long Term Viability Statement
– TCFD disclosure
Governance
68 S Governance at a glance
70 Chairman’s governance statement
72 Our Company purpose, values, and culture
73 Our Board
75 Our governance structure
76 Division of responsibilities
77 Board activities and principal decisions
79 Board effectiveness
80 Nominations and Governance Committee
83 Audit and Risk Committee
89 ESG Committee
91 Remuneration Committee
93 Remuneration Policy
99 Annual Report on Remuneration
113 US listing requirements
114 Directors’ report
Financials
116 Reporting on our financial performance
117 Directors’ statement of responsibility
119 Auditor’s report
129 Consolidated financial statements and notes
215 Company financial statements and notes
Other information
223 Non-GAAP measures
234 Shareholder information
240 History and development
240 Regulation
249 Form 20-F cross reference guide
252 Forward-looking statements
253 Definition of terms
Welcome to our
2022 Annual Report
We have adopted a digital first approach to our reporting reflecting how we operate as a business.
Whilst the Annual Report continues to be a core part of our reporting suite, we use a simplified
format and include links to interactive online content, such as videos. This online material brings
to life what we do and how we do it, and provides you with a better overall understanding of
our business. We also provide summaries at the start of each key section (denoted by an S
in the contents to the left).
We continue to publish a separate report that summarises our progress towards meeting the
recommendations of the Task Force on Climate-related Financial Disclosures (‘TCFD’), as well as a
comprehensive addendum that includes data on Environmental, Social and Governance (‘ESG’) topics.
ESG reporting
We have also reported against a number of voluntary reporting frameworks to help our
stakeholders understand our sustainable business performance. Disclosures prepared in
accordance with the Global Reporting Initiative (‘GRI’) or Sustainability Accounting Standards
Board (‘SASB’) guidance can be found in our ESG Addendum or on investors.vodafone.com.
vodafone.com
investors.vodafone.com
investors.vodafone.com/tcfd
investors.vodafone.com/
esgaddendum
investors.vodafone.com/sasb
investors.vodafone.com/ESG
References
The Annual Report has been designed to aid navigation. We have cross-referenced relevant
material and included navigation buttons that are ‘clickable’ when using the digital version
of the Annual Report. Online content can be accessed by clicking links on the digital version of
this Annual Report, copying the website address into an internet browser, or scanning the QR code
on a mobile device.
Read more
page reference
Click to see related
content online
Scan or click to watch
related video content online
Watch our video content
Our performance
Our digital investor briefings
FY22 results
summary:
Nick Read,
Chief Executive
FY22 results
detail:
Nick Read,
Chief Executive
Purpose pillars
Vodafone Business
FY22 financial
results:
Margherita
Della Valle, Chief
Financial Officer
Responsible business
Digital Services
& Experiences
Vodafone
Technology
Digital inclusion
Net zero
Data privacy
Cyber security
Human rights
Responsible
taxation
Our governance
Jean-François
van Boxmeer,
Chairman
Valerie Gooding,
Senior Independent
Director, Workforce
Engagement Lead
and Chair of the
Remuneration
Committee
David Nish,
Chair of the Audit
and Risk Committee
Amparo Moraleda,
Chair of the
ESG Committee
This document is the Group’s UK Annual Report and is not the Group’s Annual Report on Form 20-F that will be filed separately
with the US SEC at a later date.
This report contains references to Vodafone’s website, and other supporting disclosures located thereon such as videos,
our ESG Addendum and our TCFD report, amongst others. These references are for readers’ convenience only and
information included on Vodafone’s website is not incorporated in, and does not form part of, this Annual Report.
Contents
Strategic report
01 S Our strategic framework
02 S About Vodafone
04 S Financial and non-financial performance
Welcome to our
2022 Annual Report
46 Contribution to Sustainable Development Goals
06 Chairman’s message
07 Chief Executive’s statement
08 S Market and strategy
10 S Business model
12 Mega trends
14 Stakeholder engagement
16 Strategic review
21 Our people strategy
24 Our financial performance
34 S Purpose, sustainability and
responsible business
36 Our purpose
– Inclusion for All
– Planet
– Digital Society
47 Responsible business
– Protecting data
– Protecting people
– Business integrity
58 Non-financial information
59 Risk management
36
41
44
47
52
56
65
66
– Long Term Viability Statement
– TCFD disclosure
Governance
68 S Governance at a glance
70 Chairman’s governance statement
72 Our Company purpose, values, and culture
73 Our Board
75 Our governance structure
76 Division of responsibilities
77 Board activities and principal decisions
79 Board effectiveness
80 Nominations and Governance Committee
83 Audit and Risk Committee
89 ESG Committee
91 Remuneration Committee
93 Remuneration Policy
99 Annual Report on Remuneration
113 US listing requirements
114 Directors’ report
Financials
116 Reporting on our financial performance
117 Directors’ statement of responsibility
119 Auditor’s report
129 Consolidated financial statements and notes
215 Company financial statements and notes
Other information
223 Non-GAAP measures
234 Shareholder information
240 History and development
240 Regulation
249 Form 20-F cross reference guide
252 Forward-looking statements
253 Definition of terms
We have adopted a digital first approach to our reporting reflecting how we operate as a business.
Whilst the Annual Report continues to be a core part of our reporting suite, we use a simplified
format and include links to interactive online content, such as videos. This online material brings
to life what we do and how we do it, and provides you with a better overall understanding of
our business. We also provide summaries at the start of each key section (denoted by an S
in the contents to the left).
We continue to publish a separate report that summarises our progress towards meeting the
recommendations of the Task Force on Climate-related Financial Disclosures (‘TCFD’), as well as a
comprehensive addendum that includes data on Environmental, Social and Governance (‘ESG’) topics.
ESG reporting
We have also reported against a number of voluntary reporting frameworks to help our
stakeholders understand our sustainable business performance. Disclosures prepared in
accordance with the Global Reporting Initiative (‘GRI’) or Sustainability Accounting Standards
Board (‘SASB’) guidance can be found in our ESG Addendum or on investors.vodafone.com.
vodafone.com
investors.vodafone.com
investors.vodafone.com/tcfd
investors.vodafone.com/
esgaddendum
investors.vodafone.com/sasb
investors.vodafone.com/ESG
References
on a mobile device.
Read more
page reference
The Annual Report has been designed to aid navigation. We have cross-referenced relevant
material and included navigation buttons that are ‘clickable’ when using the digital version
of the Annual Report. Online content can be accessed by clicking links on the digital version of
this Annual Report, copying the website address into an internet browser, or scanning the QR code
Click to see related
content online
Scan or click to watch
related video content online
Watch our video content
Our performance
Our digital investor briefings
FY22 results
summary:
Nick Read,
FY22 results
detail:
Nick Read,
Chief Executive
Chief Executive
results:
Margherita
Della Valle, Chief
Financial Officer
FY22 financial
Vodafone Business
Digital Services
& Experiences
Vodafone
Technology
Purpose pillars
Responsible business
Digital inclusion
Net zero
Data privacy
Cyber security
Human rights
Responsible
taxation
Our governance
Jean-François
van Boxmeer,
Chairman
Valerie Gooding,
David Nish,
Amparo Moraleda,
Senior Independent
Chair of the Audit
Chair of the
and Risk Committee
ESG Committee
Director, Workforce
Engagement Lead
and Chair of the
Remuneration
Committee
This document is the Group’s UK Annual Report and is not the Group’s Annual Report on Form 20-F that will be filed separately
with the US SEC at a later date.
This report contains references to Vodafone’s website, and other supporting disclosures located thereon such as videos,
our ESG Addendum and our TCFD report, amongst others. These references are for readers’ convenience only and
information included on Vodafone’s website is not incorporated in, and does not form part of, this Annual Report.
1
Vodafone Group Plc
Annual Report 2022
Strategic report
Governance
Financials
Other information
Our strategic framework
Our strategy is focused on sustainable growth
to drive returns
Our purpose: We connect for a better future
Inclusion for All
Ensuring everyone has
access to the benefits
of a digital society
Planet
Reducing our
environmental
impacts and helping
society decarbonise
Digital Society
Connecting
people and things
and digitalising
critical sectors
FY22 highlights
Our financial performance demonstrates our sustainable growth,
despite broader macroeconomic challenges. Our results are in line
with our expectations for the year and our medium-term ambitions.
Organic service revenue growth
– Good growth throughout FY22 in both Europe and Africa
– Improving YoY trend in 10 out of 11 European markets
3.3%3.3%
FY22 +2.6%
FY22 +2.6%
2.4%2.4%
2.7%2.7%
2.0%2.0%
Read more on
pages 36 to 40
Read more on
pages 41 to 44
Read more on
pages 44 to 45
0.8%0.8%
Our vision: A new generation connectivity and
digital services provider for Europe & Africa
Our strategy: Customer commitments
Best connectivity
products and services
Leading innovation
in digital services
Outstanding digital
experiences
Our strategy: Enabling strategies
Simplified and most
efficient operator
Social contract
shaping the
digital society
Leading gigabit
networks
Our advantage: Leading connectivity provider
Our people
and culture
The ‘Spirit of
Vodafone’
Europe
& Africa
Two attractive regions
with scale
Governance and
risk management
Strong frameworks
in place
Q4 FY21
Q1 FY22
Q2 FY22
Q3 FY22
Q4 FY22
Adjusted EBITDAaL growth
– Our highest EBITDAaL margin of last decade
– Good improvement on pre-pandemic levels
+5.0%1
+5.0%1
€13.9bn
€13.9bn
€14.9bn
€14.9bn
€14.4bn
€14.4bn
€15.2bn
€15.2bn
33.1%33.1%
32.8%32.8%
33.4%33.4%
31.9%31.9%
FY19
FY20
FY21
FY22
Note:
1. Organic growth. See page 223 for more information.
ROCE inflection
– Significant ROCE step-up on pre-pandemic level
– EBITDAaL growth driving sustainable ROCE improvement
+170bps
+170bps
6.3%6.3%
7.2%7.2%
5.1%5.1%
5.5%5.5%
H1 FY21
H2 FY21
H1 FY22
H2 FY22
Pre-tax ROCE (LTM)
FY22 Adjusted FCF
ahead of guidance
€5.4bn
Full year dividend
per share
9.0
eurocents
Read more on
pages 21 to 23
Read more on
pages 16 to 20
Read more on
pages 59 to 115
Read more
on pages 24 to 33
2
Vodafone Group Plc
Annual Report 2022
Strategic report
Governance
Financials
Other information
About Vodafone
A new generation connectivity
and digital services provider
How we are structured
Where we operate and what we sell
We recognise the importance of local, in-market scale
and capabilities, but also drive further value from our
Group scale and breadth of our footprint.
Our retail and service operations are split across
three broad business lines: Europe Consumer,
Vodafone Business and Africa Consumer.
Our biggest market is Germany.
Infrastructure assets
Share of service revenue
Passive mobile
€16.2bn
market capitalisation1
Active mobile
>180,000
radios2
Fixed network
1.6m
kilometres of fibre
and coaxial3
Shared operations
Supplier
management
>€600m
savings p.a.
Network & digital
operations
>€400m
savings p.a.
Inter-network
operations
>€250m
revenue and
savings p.a.
Growth platforms
Digital services
Internet of Things
Financial services
>50m
150m
Customers subscribed
to a digital service
IoT SIM connections
(FY21: 123 million)
52.4m
M-Pesa customers4
(FY21: 48.3 million)
Retail & service
Europe
Consumer
€20bn
service revenue
Vodafone
Business
€10bn
service revenue
Africa
Consumer
€6bn
service revenue
Notes:
1. Market capitalisation at 31 March 2022.
2. Group including VodafoneZiggo and Safaricom.
3. Group including Safaricom.
4. Africa including 100% Safaricom.
Europe
Consumer
52%
Vodafone
Business
27%
African
Consumer
16%
Europe Consumer
We provide a range of market leading mobile and fixed-line connectivity
services in all of our European markets, enabling customers to reliably call,
text and access data on their mobile devices, or access broadband, TV and
voice services at home.
Our converged plans combine these offerings, providing simplicity and
better value for our customers. Other value added services include our
Consumer IoT propositions, as well as security and insurance products.
Vodafone Business
We serve private and public sector customers of all sizes with a broad
range of connectivity services, supported by our dedicated global network.
We have unique scale and capabilities, and are expanding our portfolio of
products and services into growth areas such as unified communications,
cloud & security, and IoT.
African Consumer
We provide a range of mobile services, enabling customers to call, text
and access data. The demand for mobile data is growing rapidly driven by
the lack of fixed broadband access and by increased smartphone penetration.
Together with Vodacom’s VodaPay super-app and the M-Pesa payment
platform, we are the leading provider of financial services, as well as
business and merchant services in Africa.
Our products and services
Core connectivity products and services in fixed and mobile account
for the majority of our revenue. However, we are constantly expanding
our portfolio into high return growth areas, such as digital services,
the Internet of Things (‘IoT’) and financial services, that leverage and
complement our core connectivity business.
Service revenue
Core connectivity
Core connectivity
Growth platforms
Growth platforms
Digital services
Digital services
IoT
IoT
Financial services
Financial services
87%
87%
13%
13%
10%
10%
2%
2%
1%
1%
Service revenue
€38.2bn
Strategic report
Governance
Financials
Other information
3
Vodafone Group Plc
Annual Report 2022
Strategic report
Governance
Financials
Other information
How we are structured
Where we operate and what we sell
How we govern
How we measure success
We recognise the importance of local, in-market scale
Our retail and service operations are split across
and capabilities, but also drive further value from our
three broad business lines: Europe Consumer,
Our business model is underpinned by our strong
governance and risk management framework.
We track a range of measures that reflect our financial,
operational and strategic progress and performance.
Governance
The Board held seven scheduled meetings this year to discuss key strategic
matters, our purpose and culture, our people and stakeholder interests.
Financial targets
The Group provides guidance on Adjusted EBITDAaL1 and Adjusted free
cash flow1.
The Nominations and Governance Committee evaluates the
composition and performance of the Board and ensures an appropriate
balance of independence, skills, knowledge, experience and diversity.
Senior management incentive plans include the following measures:
organic service revenue; adjusted EBIT; adjusted free cash flow; customer
appreciation metrics; relative total shareholder return; and ESG measures.
The Audit and Risk Committee provides effective governance
over the appropriateness of financial reporting of the Group, including
the adequacy of related disclosures, the performance of the internal audit
function and the external auditor and oversight of the Group’s systems of
internal control, risk management framework and compliance activities.
The Remuneration Committee advises the Board on policies for executive
remuneration and reward packages for individual Executive Directors.
The Committee also oversees general pay practices across the Group.
The Environmental, Social and Governance (‘ESG’) Committee
oversees our ESG programme, including our purpose pillars, sustainability
and responsible business practices, and our contribution to the societies
we operate in under our social contract.
Read more on
pages 80 to 92
Click or scan to watch our Chairman and Non-Executive
Directors speak about their roles in short video
interviews: investors.vodafone.com/videos
Risk management
Risks are not static and as the environment changes, so do risks – some
diminish or increase, while new risks appear. We continuously review and
improve our risk processes in order to ensure that the Company has the
appropriate level of support in meeting its strategic objectives.
Our risk framework clearly defines roles and responsibilities, and sets
out a consistent end-to-end process for identifying and managing risks.
We have embedded the risk framework across the Group as this allows
us to take a holistic approach and to make meaningful comparisons.
Our approach is continuously enhanced, enabling more dynamic risk
detection, modelling of risk interconnectedness and the use of data,
all of which are improving our risk visibility and our responses.
Our Board oversees principal and emerging risks, which are reported
to the various management committees and the Board throughout the
year. Additionally, risk owners are invited to present in-depth reviews to
ensure that risks are managed within the defined tolerance levels.
Read more on
pages 59 to 67
Read more on
pages 110 to 112
Return on capital employed (‘ROCE’)
This is a key focus for the Group and reflects how efficiently we are
generating profit with the capital we deploy. Our goal is for ROCE to
exceed our cost of capital through consistent revenue growth, ongoing
margin expansion, strong cash flow conversion, and disciplined allocation
of capital.
Read more on
page 32
Operational metrics
We have a number of commercial metrics that are used to monitor
our progress against our key strategic priorities and reflect the strong
underlying momentum across the business.
Read more on
page 16
Social contract
We monitor the success we have in shaping a healthier industry structure
that is pro-investment, supportive of returns, and helps build a resilient,
inclusive and sustainable digital society.
Read more on
pages 6 and 9
Sustainability metrics
Our metrics are aligned to the three pillars of our purpose and the
individual initiatives that underpin each pillar.
– Inclusion for All: Rural connectivity, our commercial propositions for
equality, and workplace equality.
– Planet: Our carbon footprint across our full value chain, enabling our
customers to reduce their own emissions, and e-waste.
– Digital Society: Supporting SME and the digitalisation of critical
sectors, such as agriculture and healthcare.
Read more on
pages 34 to 45
Click or scan to watch our privacy and
cyber experts explain how we protect
customer data and our networks:
investors.vodafone.com/videos
Click or scan to watch short videos showing
how we help improve digital inclusion and
how we plan to reach net zero by 2040:
investors.vodafone.com/videos
Note:
1. Adjusted EBITDAaL and Adjusted free cash flow are non-GAAP measures. See ’Non-GAAP measures’ on page 223 for more information.
2
Vodafone Group Plc
Annual Report 2022
About Vodafone
A new generation connectivity
and digital services provider
Group scale and breadth of our footprint.
Vodafone Business and Africa Consumer.
Our biggest market is Germany.
Infrastructure assets
Share of service revenue
Europe
Consumer
52%
Vodafone
Business
African
Consumer
27%
16%
Passive mobile
Active mobile
Fixed network
€16.2bn
>180,000
1.6m
market capitalisation1
radios2
kilometres of fibre
and coaxial3
Shared operations
Supplier
management
>€600m
savings p.a.
Network & digital
Inter-network
operations
operations
>€400m
>€250m
savings p.a.
revenue and
savings p.a.
Growth platforms
Retail & service
Europe
Consumer
€20bn
service revenue
Vodafone
Business
€10bn
service revenue
Africa
Consumer
€6bn
service revenue
Notes:
1. Market capitalisation at 31 March 2022.
2. Group including VodafoneZiggo and Safaricom.
3. Group including Safaricom.
4. Africa including 100% Safaricom.
Europe Consumer
We provide a range of market leading mobile and fixed-line connectivity
services in all of our European markets, enabling customers to reliably call,
text and access data on their mobile devices, or access broadband, TV and
voice services at home.
Our converged plans combine these offerings, providing simplicity and
better value for our customers. Other value added services include our
Consumer IoT propositions, as well as security and insurance products.
Vodafone Business
We serve private and public sector customers of all sizes with a broad
range of connectivity services, supported by our dedicated global network.
We have unique scale and capabilities, and are expanding our portfolio of
products and services into growth areas such as unified communications,
cloud & security, and IoT.
African Consumer
business and merchant services in Africa.
Our products and services
Core connectivity products and services in fixed and mobile account
for the majority of our revenue. However, we are constantly expanding
our portfolio into high return growth areas, such as digital services,
the Internet of Things (‘IoT’) and financial services, that leverage and
complement our core connectivity business.
Service revenue
Core connectivity
Core connectivity
Growth platforms
Growth platforms
Digital services
Digital services
IoT
IoT
Financial services
Financial services
87%
87%
13%
13%
10%
10%
2%
2%
1%
1%
Service revenue
€38.2bn
Digital services
Internet of Things
Financial services
>50m
150m
52.4m
We provide a range of mobile services, enabling customers to call, text
and access data. The demand for mobile data is growing rapidly driven by
the lack of fixed broadband access and by increased smartphone penetration.
Customers subscribed
IoT SIM connections
to a digital service
(FY21: 123 million)
M-Pesa customers4
(FY21: 48.3 million)
Together with Vodacom’s VodaPay super-app and the M-Pesa payment
platform, we are the leading provider of financial services, as well as
4
Vodafone Group Plc
Annual Report 2022
Strategic report
Governance
Financials
Other information
Financial and non-financial performance
Key Performance Indicators
Our progress
We measure our success by tracking key performance indicators that reflect
our strategic, operational and financial progress and performance.
Financial results summary
Group revenue
Group service revenue
Operating profit/(loss)
Adjusted EBITDAaL1
Profit/(loss) for the financial year
Basic earnings/(loss) per share
Adjusted basic earnings per share1
Cash inflow from operating activities
Adjusted free cash flow 1
Borrowings less cash & cash equivalents
Net debt 1
Total dividends per share
Customer commitments
Best connectivity products and services
Europe mobile contract customers3
Europe broadband customers3
Europe Consumer converged customers3
Europe mobile contract customer churn
Africa mobile customers5
Africa data users5
Business service revenue growth6
Leading innovation in digital services
Europe TV subscribers3
IoT SIM connections
Africa M-Pesa customers5
Africa M-Pesa transaction volume5
Outstanding digital experiences
Digital channel sales mix7
End-to-end TOBi completion rate8,9
Enabling strategies
Leading gigabit networks
5G available in European cities3
Europe on-net gigabit capable connections3
Europe on-net NGN broadband penetration3
Simplified and most efficient operator
Pre-tax return on capital employed 1,10
Post-tax return on capital employed 1,10
Europe markets where 3G switched off 3
2022
45,580
€m
38,203
€m
5,664
€m
15,208
€m
2,624
€m
7.20
€c
11.03
€c
18,081
€m
5,437
€m
€m
(62,596)
€m (41,578)
9.00
€c
2021
43,809
37,141
5,097
14,386
536
0.38
8.08
17,215
5,019
(61,939)
(40,543)
9.00
2022
2021
million
million
million
%
million
million
%
million
million
million
billion
%
%
#
million
%
%
%
#
66.4
25.6
9.0
13.6
184.5
89.9
0.8
21.9
150.1
52.4
19.9
25
42.9
2022
294
48.5
30
7.2
5.0
4
65.4
25.6
7.9
13.7
178.0
84.9
(0.6)
22.2
123.3
48.3
15.2
26
34.6
2021
240
43.7
30
5.5
3.9
3
2020
44,974
37,871
4,099
14,881
(455)
(3.13)
5.60
17,379
5,700
(61,368)2
(42,047) 2
9.00
2020
64.4
25.0
7.2
14.64
168.4
82.6
0.8
22.1
102.9
41.5
12.2
21
–
2020
97
31.9
30
6.3
3.9
1
Notes:
1. These line items are alternative performance measures which are non-GAAP measures.
See ’Non-GAAP measures’ on page 223 for more information.
2. FY20 borrowings and net debt has been aligned to the FY21 presentation which excludes
derivative movements in cash flow hedging reserves.
Including VodafoneZiggo.
3.
4. Excluding the impact of inactive data only SIM losses in Italy during Q3 and Q4 FY20.
5. Africa including Safaricom.
6. Organic growth. See page 223 for more information.
7. Based on Germany, Italy, UK and Spain only.
8. Group excluding Egypt.
9. Defined as percentage of total customer contacts resolved without human interaction
through TOBi.
10. We calculate two ROCE measures: i) Pre-tax ROCE for controlled operations only, and ii) Post-tax
ROCE which also includes our share of adjusted results in equity accounted associates and joint
ventures. See pages 230 and 231 for more information.
4
Vodafone Group Plc
Annual Report 2022
Strategic report
Governance
Financials
Other information
5
Vodafone Group Plc
Annual Report 2022
Strategic report
Governance
Financials
Other information
Financial and non-financial performance
Key Performance Indicators
Our progress
We measure our success by tracking key performance indicators that reflect
our strategic, operational and financial progress and performance.
Financial results summary
Group revenue
Group service revenue
Operating profit/(loss)
Adjusted EBITDAaL1
Profit/(loss) for the financial year
Basic earnings/(loss) per share
Adjusted basic earnings per share1
Cash inflow from operating activities
Adjusted free cash flow 1
Borrowings less cash & cash equivalents
Net debt 1
Total dividends per share
Customer commitments
Best connectivity products and services
Europe mobile contract customers3
Europe broadband customers3
Europe Consumer converged customers3
Europe mobile contract customer churn
Africa mobile customers5
Africa data users5
Business service revenue growth6
Leading innovation in digital services
Europe TV subscribers3
IoT SIM connections
Africa M-Pesa customers5
Africa M-Pesa transaction volume5
Outstanding digital experiences
Digital channel sales mix7
End-to-end TOBi completion rate8,9
Enabling strategies
Leading gigabit networks
5G available in European cities3
Europe on-net gigabit capable connections3
Europe on-net NGN broadband penetration3
Simplified and most efficient operator
Pre-tax return on capital employed 1,10
Post-tax return on capital employed 1,10
Europe markets where 3G switched off 3
2022
45,580
38,203
5,664
15,208
2,624
7.20
11.03
18,081
5,437
(62,596)
2021
43,809
37,141
5,097
14,386
536
0.38
8.08
17,215
5,019
(61,939)
(40,543)
2020
44,974
37,871
4,099
14,881
(455)
(3.13)
5.60
17,379
5,700
(61,368)2
(42,047) 2
€m (41,578)
9.00
2022
66.4
25.6
9.0
13.6
184.5
89.9
0.8
21.9
150.1
52.4
19.9
25
42.9
2022
294
48.5
30
7.2
5.0
4
9.00
2021
65.4
25.6
7.9
13.7
178.0
84.9
(0.6)
22.2
123.3
48.3
15.2
26
34.6
2021
240
43.7
30
5.5
3.9
3
9.00
2020
64.4
25.0
7.2
14.64
168.4
82.6
0.8
22.1
102.9
41.5
12.2
21
–
2020
97
31.9
30
6.3
3.9
1
€m
€m
€m
€m
€m
€c
€c
€m
€m
€m
€c
million
million
million
million
million
%
%
million
million
million
billion
million
%
%
#
%
%
%
#
Notes:
6. Organic growth. See page 223 for more information.
1. These line items are alternative performance measures which are non-GAAP measures.
7. Based on Germany, Italy, UK and Spain only.
See ’Non-GAAP measures’ on page 223 for more information.
2. FY20 borrowings and net debt has been aligned to the FY21 presentation which excludes
derivative movements in cash flow hedging reserves.
8. Group excluding Egypt.
through TOBi.
9. Defined as percentage of total customer contacts resolved without human interaction
3.
Including VodafoneZiggo.
5. Africa including Safaricom.
4. Excluding the impact of inactive data only SIM losses in Italy during Q3 and Q4 FY20.
10. We calculate two ROCE measures: i) Pre-tax ROCE for controlled operations only, and ii) Post-tax
ROCE which also includes our share of adjusted results in equity accounted associates and joint
ventures. See pages 230 and 231 for more information.
Purpose, sustainability and responsible business
We want to enable an inclusive and sustainable digital society. To underpin the delivery of our purpose,
we ensure that we operate in a responsible way. Acting lawfully and with integrity is critical to our
long-term success.
Our people
Average number of employees and contractors1
Employee engagement index 2
Employee turnover rate (voluntary)
Women on the Board
Women in management and senior leadership roles
Women in total workforce
Inclusion for All
4G population coverage (outdoor 1Mbps) – Europe
4G population coverage (outdoor 1Mbps) – Africa 5
Estimated number of additional female customers in Africa 7 & Turkey since 2016
Planet8
Energy use
Total electricity cost
Total energy use
Energy use on base stations & technology centres
Purchased electricity from renewable sources (Group)
Purchased electricity from renewable sources (Europe)
Greenhouse gas emissions (‘GHGs’)
Total Scope 1 and Scope 2 GHG emissions (market-based method)
Total Scope 3 GHG emissions
Total customer emissions avoided due to our IoT platform
Waste
Total waste (including hazardous waste)
Network waste recovered and recycled
Digital Society
Cumulative V-Hub unique users
Connected Farmer users
Responsible business
Code of Conduct
Completed ‘Doing What’s Right’ employee training
Number of ‘Speak Up’ reports
Health & safety
Number of lost-time employee incidents
Lost time incident rate per 1,000 employees
Responsible supply chain
Total spend
Direct suppliers
Number of site assessments (conducted by Vodafone or Joint Audit Cooperation)
Tax and economic contribution
Total tax and economic contribution 9
thousand
%
%
%
%
%
%
%
million
€m
GWh
%
%
%
m tonnes CO2e
m tonnes CO2e
m tonnes CO2e
metric tonnes
%
million
million
%
#
#
#
€bn
thousand
#
€bn
2022
104
73
14
50
32
40
2022
983
65
21.6
2021
105
74
8
45
32
40
2021
984
62
15.9
2020
104
77
12
42
31
39
2020
974
536
9.6
2022
2021
2020
846
5,926
96
77
96
1.09
9.2
15.6
8,800
99
2022
3.6
2.9
2022
89
642
12
0.11
24
9
71
–
760
5,997
96
55
79
1.42
9.4
7.1
7,900
99
2021
1.1
2.1
2021
84
623
7
0.06
24
11
76
9.6
–
5,897
95
23
33
2.01
9.5
6.9
9,500
99
2020
–
–
2020
92
602
33
0.35
24
11
74
9.4
Notes:
1. Calculation considers employee pro-rated headcount.
2. Our employee engagement index is based on a weighted average index of responses to
three questions: satisfaction working at Vodafone, experiencing positive emotions at work,
and recommending us as an employer.
Includes Vodafone Ziggo.
3. Excluding Vodafone Ziggo and including Turkey.
4.
5. Based on coverage in Africa, including Egypt and Ghana. Excludes Safaricom.
6. Excludes Ghana.
7. Africa including Egypt, Ghana and Safaricom.
8. Data calculated using local market actual or estimated data sources from invoices, purchasing
9.
requisitions, direct data measurement and estimations. Carbon emissions calculated in line with
GHG Protocol standards. Scope 2 emissions are reported using the market-based methodology.
For full methodology see our ESG Addendum 2022.
Includes direct taxes, non-taxation based revenue mechanisms, such as payments for the
right to use spectrum, and indirect taxes collected on behalf of governments around the world,
excludes joint ventures and associates. Our tax report for 2022 will be published in the next
year following the submission of our tax returns and payment of all applicable taxes. For more
information, refer to our Tax and Economic Contribution reports, available at: vodafone.com/tax.
6
Vodafone Group Plc
Annual Report 2022
Strategic report
Governance
Financials
Other information
Chairman’s message
Enabling a digital society in Europe and Africa
As society begins to recover from the COVID-19 pandemic
and with the backdrop of the war in Ukraine very much in
our minds, it is more important than ever to bring people
together, and to work together to advance and improve
the world we live in. This is at the heart of our purpose
– ‘we connect for a better future’ with our networks,
services and platforms increasingly being at the heart
of global society.
As I reflect back on my first full year as the Chairman of your Vodafone Board,
I am proud of how our colleagues have navigated the pandemic and supported
the societies in which we operate. It is also clear that our growth strategy
is working, notwithstanding the overall economic impacts of COVID-19.
I am confident that we are in a strong position to meet the challenges and
opportunities ahead. The key is that we continue to execute consistently and
improve returns for our shareholders at pace. This is a main area of focus for
your Board and I’m pleased with the progress we have made this year.
Consistent financial performance
Our FY22 financial results demonstrate the sustainable and broad-based
growth engine that we are building at Vodafone. We reported growth
in revenue, profits, cash flow and return on capital this year – therefore
already delivering against our medium-term financial ambitions.
Total revenue increased by 4% to €45.6 billion, with Group organic service
revenue growing by 2.6% this year. This was driven by consistent growth
across both Europe and Africa. Combined with our ongoing cost efficiency
measures, as we continue to leverage the benefits of our Group scale,
this drove a 5% increase in Adjusted EBITDAaL. I’m also encouraged to
see a marked improvement in return on capital employed (‘ROCE’), a key
metric for the Group, which improved by 1.7 percentage points to 7.2% on
a pre-tax basis. Group operating profit increased by 11% to €5.7 billion and
basic earnings per share increased to 7.20 eurocents.
This good financial performance and our robust financial position lead us to
declare a total dividend per share of 9.0 eurocents for the year, implying a
final dividend per share of 4.5 eurocents which will be paid on 5 August 2022
following shareholder approval at our Annual General Meeting (‘AGM’).
Board diversity
I strongly believe that diversity in all its forms leads to more productive
and balanced Board discussions. I am therefore delighted to welcome
Deborah Kerr as a Non-Executive Director. A further three Non-Executive
Directors, Stephen Carter, Delphine Ernotte Cunci and Simon Segars, will
also be appointed to the Board following our AGM, subject to shareholder
approval. These appointments further improve the composition of our Board.
Deborah has extensive experience of the technology sector and a track
record of successfully transforming global enterprise software and service
companies across various industries. Stephen has a track record of value
creation across a variety of industries and he has extensive commercial and
regulatory experience in the telecoms sector. Delphine has considerable
experience in the telecommunications sector and, more recently, in media and
technology. Simon brings significant experience and insights on technology
trends and how these are reshaping industry landscapes.
Over the next 18 months there will be a number of scheduled retirements
from the Board. As part of this natural refresh, my ambition is to further
enhance the Board’s experience within the telecommunications and
technology sectors, reflecting the strategic priorities of the Group. I look
forward to updating you on our progress over the next year.
ESG Committee
ESG is at the core of our purpose and is central to everything that we do.
Last year, I announced our intention to create a new ESG Committee to
oversee our strategy and monitor our progress in this key area. I am delighted to
say the Committee has now been established and held its first two meetings
during FY22, as well as meeting jointly with the Audit and Risk Committee
to review our ESG disclosures in this Annual Report. I believe this enhanced
oversight of ESG matters will support the long-term success of Vodafone.
Supporting Europe and Africa’s digital ambitions
Digital connectivity, services and technologies are transforming the way
our economies and societies function. Increasingly, digitalisation does
not only determine the competitiveness of companies, but also of
nations and continents.
Europe is at the cusp of embracing next-generation digital connectivity,
such as 5G, to remain globally competitive and maintain its leadership
in key industrial sectors.
We are ready to play our part. Europe’s success on its digital transition
will be our success. We also believe more can and should be done in
partnership with governments, in line with our social contract. Such
partnerships should build on our collective strengths, but also be honest
about our starting point. Despite the ever-growing importance of fast and
reliable connectivity, Europe is increasingly lagging behind other regions
on 5G, not only pioneering nations like South Korea, Japan and US but
also Australia and China. In fact, Europe is at risk of missing its own
Digital Decade targets.
Vodafone is firmly committed to delivering Europe’s digital ambitions,
ensuring it remains truly competitive for the future. However, if Europe is
to avoid being left behind, modernising and investing in its critical digital
connectivity infrastructure must be a top priority. All policies should now
be tuned to serve this overarching objective.
We see encouraging signs of improving policy in some of our markets,
which is most welcomed. EU Recovery Funding (‘ERF’) is also providing
an important stepping-stone to accelerate digital investments in Europe.
However, in the absence of a comprehensive policy approach to promote
digital connectivity, any such government funding will only partially
address the growing investment gaps.
Meanwhile, in Africa, smartphone penetration, 4G connectivity and financial
inclusion through mobile technology will accelerate its sustainable
development and help diversify its economies. However, most African
countries have yet to begin the rollout of 5G and fibre broadband. Investment
in next-generation connectivity and digital services can act as the springboard
for further economic development, to help close the economic divide
with Europe, North America and East Asia. As Europe is set to benefit
from the ERF, we are exploring partnerships with international financial
institutions to identify similar co-funding opportunities in Africa.
Our social contract underpins our approach to partner with governments
across Europe and Africa to ensure our societies are truly fit for the
digital age. This will enable the conditions that support a more sustainable,
pro-investment environment, in turn safeguarding our economies’ global
competitiveness in an increasingly 5G world.
Outlook
On behalf of the Board, I would like to thank all of our colleagues who
have continued to work tirelessly to support our customers and society
– ensuring they remain reliably connected, as well as our shareholders
for their continued support. As we enter FY23, we will continue to execute
on our strategy at pace, building on the good momentum we achieved
this year. While the external environment remains uncertain, we are
well equipped to respond to the challenges that may come, and we will
continue to play a key role in supporting the development of the societies
in which we operate.
Jean-François van Boxmeer
Chairman
Scan or click to watch our Chairman, Jean-François
van Boxmeer, share his views on Vodafone:
investors.vodafone.com/videos
Strategic report
Governance
Financials
Other information
7
Vodafone Group Plc
Annual Report 2022
Strategic report
Governance
Financials
Other information
Chief Executive’s statement
Good financial performance with growth
in revenues, profits and cash flows
We delivered a good financial performance in the
year with growth in revenues, profits and cash flows,
in line with our medium-term financial ambitions.
Our organic growth underpinned a step-change in our
return on capital, which improved by 170bps to 7.2%.
Scan or click to watch our Chief Executive,
Nick Read, summarise our performance this year:
investors.vodafone.com/videos
Whilst we are not immune to the macroeconomic challenges in Europe
and Africa, we are positioned well to manage them and we expect to
deliver a resilient financial performance in the year ahead.
Our near-term operational and portfolio priorities remain unchanged from
those communicated 6 months ago. We are focused on improving the
commercial performance in Germany, actively pursuing opportunities
with Vantage Towers and strengthening our market positions in Europe.
These actions, together with the simplification of our portfolio and the
ongoing delivery of our organic growth strategy, will create further value
for our shareholders.
Nick Read
Chief Executive
Clear near-term operational priorities
Strengthen commercial
momentum in Germany
Accelerate operational
transformation in Spain
The largest
Gigabit footprint
in Germany with
23.8m
homes reached with
1Gb per second speed
fixed line connectivity
Effective second brand
Lowi, with
1.5m
mobile customers
Compelling
convergence
opportunity with only
16%
of our fixed connectivity
customers also taking a
mobile product
Our 5G network
is now available to
>45m
customers across
the country
Strong Business
position with
c.32%
mobile customer
market share
Structural
opportunities with
€0.2bn
reduction in customer
costs over three years
Position Vodafone
Business to maximise
EU recovery funding
opportunities
Market-leading
position in
Business connectivity
>30%
mobile revenue market
share across our three
largest European markets
Strong track record
in Business digital
services with
>15%
growth in IoT and cloud &
security product revenues
Invested in new
products and digital
services, with
€1.5bn
capex investment in
growth areas in FY22
6
Vodafone Group Plc
Annual Report 2022
Chairman’s message
Enabling a digital society in Europe and Africa
As society begins to recover from the COVID-19 pandemic
and with the backdrop of the war in Ukraine very much in
our minds, it is more important than ever to bring people
together, and to work together to advance and improve
the world we live in. This is at the heart of our purpose
– ‘we connect for a better future’ with our networks,
services and platforms increasingly being at the heart
of global society.
As I reflect back on my first full year as the Chairman of your Vodafone Board,
I am proud of how our colleagues have navigated the pandemic and supported
the societies in which we operate. It is also clear that our growth strategy
is working, notwithstanding the overall economic impacts of COVID-19.
I am confident that we are in a strong position to meet the challenges and
opportunities ahead. The key is that we continue to execute consistently and
improve returns for our shareholders at pace. This is a main area of focus for
your Board and I’m pleased with the progress we have made this year.
to review our ESG disclosures in this Annual Report. I believe this enhanced
oversight of ESG matters will support the long-term success of Vodafone.
Supporting Europe and Africa’s digital ambitions
Digital connectivity, services and technologies are transforming the way
our economies and societies function. Increasingly, digitalisation does
not only determine the competitiveness of companies, but also of
nations and continents.
Europe is at the cusp of embracing next-generation digital connectivity,
such as 5G, to remain globally competitive and maintain its leadership
in key industrial sectors.
We are ready to play our part. Europe’s success on its digital transition
will be our success. We also believe more can and should be done in
partnership with governments, in line with our social contract. Such
partnerships should build on our collective strengths, but also be honest
about our starting point. Despite the ever-growing importance of fast and
reliable connectivity, Europe is increasingly lagging behind other regions
on 5G, not only pioneering nations like South Korea, Japan and US but
also Australia and China. In fact, Europe is at risk of missing its own
Consistent financial performance
Digital Decade targets.
Our FY22 financial results demonstrate the sustainable and broad-based
Vodafone is firmly committed to delivering Europe’s digital ambitions,
growth engine that we are building at Vodafone. We reported growth
in revenue, profits, cash flow and return on capital this year – therefore
already delivering against our medium-term financial ambitions.
ensuring it remains truly competitive for the future. However, if Europe is
to avoid being left behind, modernising and investing in its critical digital
connectivity infrastructure must be a top priority. All policies should now
Total revenue increased by 4% to €45.6 billion, with Group organic service
be tuned to serve this overarching objective.
revenue growing by 2.6% this year. This was driven by consistent growth
We see encouraging signs of improving policy in some of our markets,
across both Europe and Africa. Combined with our ongoing cost efficiency
which is most welcomed. EU Recovery Funding (‘ERF’) is also providing
measures, as we continue to leverage the benefits of our Group scale,
this drove a 5% increase in Adjusted EBITDAaL. I’m also encouraged to
an important stepping-stone to accelerate digital investments in Europe.
However, in the absence of a comprehensive policy approach to promote
see a marked improvement in return on capital employed (‘ROCE’), a key
digital connectivity, any such government funding will only partially
metric for the Group, which improved by 1.7 percentage points to 7.2% on
address the growing investment gaps.
a pre-tax basis. Group operating profit increased by 11% to €5.7 billion and
basic earnings per share increased to 7.20 eurocents.
Meanwhile, in Africa, smartphone penetration, 4G connectivity and financial
inclusion through mobile technology will accelerate its sustainable
This good financial performance and our robust financial position lead us to
development and help diversify its economies. However, most African
declare a total dividend per share of 9.0 eurocents for the year, implying a
countries have yet to begin the rollout of 5G and fibre broadband. Investment
final dividend per share of 4.5 eurocents which will be paid on 5 August 2022
in next-generation connectivity and digital services can act as the springboard
following shareholder approval at our Annual General Meeting (‘AGM’).
Board diversity
I strongly believe that diversity in all its forms leads to more productive
and balanced Board discussions. I am therefore delighted to welcome
Deborah Kerr as a Non-Executive Director. A further three Non-Executive
Directors, Stephen Carter, Delphine Ernotte Cunci and Simon Segars, will
also be appointed to the Board following our AGM, subject to shareholder
approval. These appointments further improve the composition of our Board.
Deborah has extensive experience of the technology sector and a track
record of successfully transforming global enterprise software and service
companies across various industries. Stephen has a track record of value
creation across a variety of industries and he has extensive commercial and
regulatory experience in the telecoms sector. Delphine has considerable
experience in the telecommunications sector and, more recently, in media and
technology. Simon brings significant experience and insights on technology
trends and how these are reshaping industry landscapes.
from the Board. As part of this natural refresh, my ambition is to further
enhance the Board’s experience within the telecommunications and
technology sectors, reflecting the strategic priorities of the Group. I look
forward to updating you on our progress over the next year.
ESG Committee
ESG is at the core of our purpose and is central to everything that we do.
Last year, I announced our intention to create a new ESG Committee to
oversee our strategy and monitor our progress in this key area. I am delighted to
say the Committee has now been established and held its first two meetings
during FY22, as well as meeting jointly with the Audit and Risk Committee
for further economic development, to help close the economic divide
with Europe, North America and East Asia. As Europe is set to benefit
from the ERF, we are exploring partnerships with international financial
institutions to identify similar co-funding opportunities in Africa.
Our social contract underpins our approach to partner with governments
across Europe and Africa to ensure our societies are truly fit for the
digital age. This will enable the conditions that support a more sustainable,
pro-investment environment, in turn safeguarding our economies’ global
competitiveness in an increasingly 5G world.
Outlook
On behalf of the Board, I would like to thank all of our colleagues who
have continued to work tirelessly to support our customers and society
– ensuring they remain reliably connected, as well as our shareholders
for their continued support. As we enter FY23, we will continue to execute
on our strategy at pace, building on the good momentum we achieved
this year. While the external environment remains uncertain, we are
continue to play a key role in supporting the development of the societies
in which we operate.
Jean-François van Boxmeer
Chairman
Scan or click to watch our Chairman, Jean-François
van Boxmeer, share his views on Vodafone:
investors.vodafone.com/videos
Over the next 18 months there will be a number of scheduled retirements
well equipped to respond to the challenges that may come, and we will
8
Vodafone Group Plc
Annual Report 2022
Strategic report
Governance
Financials
Other information
Market and strategy
Operating in a rapidly changing industry
Mega trends
Our stakeholders
The long-term trends that are shaping our industry
and driving new growth opportunities.
The demands of our stakeholders are
continuously evolving. Engaging with them
regularly is fundamental to how we operate.
Digital services and next-generation connectivity are increasingly central to
everything we do – and will be the driving forces that redefine relationships
between sectors, employers, employees, customers, and friends and
family. There are a number of mega trends which we believe will shape
our industry in the years ahead.
Hybrid working
Last year’s trend of remote working has seen a subtle shift and
hybrid working is now becoming a permanent feature of the modern
working environment. The continued investment in reliable, high-speed
connections for both businesses and consumers has proved to be a key
factor in this transition.
Connected devices
The demand for connected devices, beyond smartphones, is growing
rapidly. The Internet of Things (‘IoT’) is expected to drive huge operational
efficiencies, deliver real-time information, and can be applied to a broad
range of use cases. An increasing number of connected devices are also
communicating and trading with each other, which presents businesses
with exciting opportunities to compete in new online markets (the
‘Economy of Things’).
Adoption of cloud technology
Businesses and consumers are increasingly moving away from using
their own hardware and device-specific software and instead using more
efficient, shared capacity and services over the cloud.
Digital and green transformation for the private and public sector
The European Union has launched a series of funding programmes with
€723.8 billion available under the banner ‘NextGenerationEU’. This includes
a Recovery and Resilience facility, which combines €385.8 billion of loans
and €338 billion of grants available to European Union Member States.
Of these grants, approximately 70% are being allocated to European
Union Member States in which Vodafone has an operating presence.
These grants are planned to be 70% committed by the end of 2022.
The range of funding presents a direct and indirect opportunity given
that at least 20% of the total funding is planned to support the European
Commission’s digital transformation agenda. In order to remain competitive
and fulfil their social and environmental commitments, companies are
also increasingly looking to digitalise their operations to become more
efficient and reduce their environmental impact.
Digital payments and financial services
The trend towards more digital forms of payment is growing, with a
broader range of financial services now being delivered through apps
and online. In Africa, the growth in smartphone penetration is allowing
consumers to access digital financial services for the first time, enabling
money transfers, loans, insurance and even merchant payments.
Click or scan to watch our digital services
and experiences investor briefing:
investors.vodafone.com/digital-services
Our customers1
We are focused on deepening our
engagement with our customers to
develop long-term valuable and sustainable
relationships. Vodafone is one of the largest
mobile and fixed network operators in Europe
and a leading global IoT connectivity provider.
We have millions of customers across Europe
and Africa, ranging from individual consumers
to large multinational corporates.
Our people
Our people are critical to the successful
delivery of our strategy. It is essential they
are engaged and embrace our purpose
and values.
Our suppliers
Our suppliers provide us with the products
and services we need to deliver our strategy
and connect our customers. In total we have
around 9,000 suppliers who partner with us,
ranging from start-ups and small businesses
to large multinational companies.
Our local communities
and non-governmental
organisations (‘NGOs’)
We believe the long-term success of our
business is closely tied to the success of
the communities in which we operate. We
interact with local communities and NGOs,
seeking to be a force for good wherever
we operate.
Government and regulators
Our relationship with governments and
regulators is important to ensure policies are
developed in the interests of our customers
and the industry, while also enabling them
to better understand the positive impact
we can have on the environment and
communities we operate in.
Our investors
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.
323m
mobile customers
28m
broadband customers
22m
TV customers
104,000
employees and
contractors
9,000
suppliers
€3m
donated in
contributions and
services in-kind in
response to the war
in Ukraine
€9.6bn
total tax and
economic
contribution
in 2021
1,400
interactions
with institutional
investors in FY22
Read more
on pages 12 to 13
Note:
1.
Includes VodafoneZiggo and Safaricom.
Read more
on pages 14 to 15
Strategic report
Governance
Financials
Other information
9
Vodafone Group Plc
Annual Report 2022
Strategic report
Governance
Financials
Other information
8
Vodafone Group Plc
Annual Report 2022
Market and strategy
Operating in a rapidly changing industry
Mega trends
Our stakeholders
Our progress
The long-term trends that are shaping our industry
The demands of our stakeholders are
and driving new growth opportunities.
continuously evolving. Engaging with them
regularly is fundamental to how we operate.
Our strategy focuses on driving shareholder returns through growth. This will be delivered through three
customer commitments and three enabling strategies, all of which work together towards realising our vision
to become a new generation connectivity and digital services provider for Europe and Africa, enabling an
inclusive and sustainable digital society. We have made strong progress and executed at pace during the year.
Digital services and next-generation connectivity are increasingly central to
everything we do – and will be the driving forces that redefine relationships
between sectors, employers, employees, customers, and friends and
family. There are a number of mega trends which we believe will shape
our industry in the years ahead.
Hybrid working
Last year’s trend of remote working has seen a subtle shift and
hybrid working is now becoming a permanent feature of the modern
working environment. The continued investment in reliable, high-speed
connections for both businesses and consumers has proved to be a key
factor in this transition.
Connected devices
The demand for connected devices, beyond smartphones, is growing
rapidly. The Internet of Things (‘IoT’) is expected to drive huge operational
efficiencies, deliver real-time information, and can be applied to a broad
range of use cases. An increasing number of connected devices are also
communicating and trading with each other, which presents businesses
with exciting opportunities to compete in new online markets (the
‘Economy of Things’).
Adoption of cloud technology
Businesses and consumers are increasingly moving away from using
their own hardware and device-specific software and instead using more
efficient, shared capacity and services over the cloud.
Digital and green transformation for the private and public sector
The European Union has launched a series of funding programmes with
€723.8 billion available under the banner ‘NextGenerationEU’. This includes
a Recovery and Resilience facility, which combines €385.8 billion of loans
and €338 billion of grants available to European Union Member States.
Of these grants, approximately 70% are being allocated to European
Union Member States in which Vodafone has an operating presence.
These grants are planned to be 70% committed by the end of 2022.
The range of funding presents a direct and indirect opportunity given
that at least 20% of the total funding is planned to support the European
Commission’s digital transformation agenda. In order to remain competitive
and fulfil their social and environmental commitments, companies are
also increasingly looking to digitalise their operations to become more
efficient and reduce their environmental impact.
Digital payments and financial services
The trend towards more digital forms of payment is growing, with a
broader range of financial services now being delivered through apps
and online. In Africa, the growth in smartphone penetration is allowing
consumers to access digital financial services for the first time, enabling
money transfers, loans, insurance and even merchant payments.
Click or scan to watch our digital services
and experiences investor briefing:
investors.vodafone.com/digital-services
Our customers1
We are focused on deepening our
engagement with our customers to
develop long-term valuable and sustainable
relationships. Vodafone is one of the largest
mobile and fixed network operators in Europe
and a leading global IoT connectivity provider.
We have millions of customers across Europe
and Africa, ranging from individual consumers
to large multinational corporates.
Our people
Our people are critical to the successful
delivery of our strategy. It is essential they
are engaged and embrace our purpose
323m
mobile customers
28m
broadband customers
22m
TV customers
104,000
employees and
contractors
and values.
Our suppliers
Our suppliers provide us with the products
and services we need to deliver our strategy
and connect our customers. In total we have
around 9,000 suppliers who partner with us,
ranging from start-ups and small businesses
to large multinational companies.
Our local communities
and non-governmental
organisations (‘NGOs’)
We believe the long-term success of our
business is closely tied to the success of
the communities in which we operate. We
interact with local communities and NGOs,
seeking to be a force for good wherever
we operate.
Government and regulators
Our relationship with governments and
regulators is important to ensure policies are
developed in the interests of our customers
and the industry, while also enabling them
to better understand the positive impact
we can have on the environment and
communities we operate in.
Our investors
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.
9,000
suppliers
€3m
donated in
contributions and
services in-kind in
response to the war
in Ukraine
€9.6bn
total tax and
economic
contribution
in 2021
1,400
interactions
with institutional
investors in FY22
Read more
on pages 12 to 13
Note:
1.
Includes VodafoneZiggo and Safaricom.
Read more
on pages 14 to 15
Our customer commitments
Best connectivity products and services
Grow revenue through providing the best core connectivity products and
services in each of our markets for both consumers and businesses.
Leading innovation in digital services
Leveraging our unique platforms and partnering with leading technology firms
to provide customers with a ‘best on Vodafone’ user experience.
Outstanding digital experiences
Using our leading digital architecture to provide a seamless customer experience
across all channels – app, online, retail and physical delivery at home.
Our enabling strategies
Simplified and most efficient operator
Delivering further efficiencies through digital transformation, standardisation
of products and procedures, and automation of processes at scale.
Social contract shaping digital society
Influencing policy and regulation to shape a more healthy industry structure,
and build a resilient, inclusive and sustainable digital society.
Leading gigabit networks
Maintaining our leading gigabit networks as we provide our customers
with the best connectivity products and ‘best on Vodafone’ user experience.
Flexible contract
pricing structures in
5G launched
and live in
3
markets
>300
cities across
14 markets1
VodaPay ‘super-app’
now with
V-Hub
supported
1.6m
registered users
2.5m
unique visitors
with digital tools
MyVodafone app
used by
Super-WiFi
launched in
52m
customers
4
countries
Pre-tax ROCE
increased by
170bps
to 7.2%
Rational spectrum
auctions in
3
markets during FY22
Cumulative European
net opex savings2
€1.5bn
between FY19 and FY22
Encouraging start
in accessing
EU Recovery
Funding
Best/co-best
network quality3 in
Marketable
NGN homes of
13
markets
145m
across our footprint4
Our people strategy
Our people strategy accelerates our transformation, by seeking to create an inclusive environment for growth, where everyone has the opportunity
to thrive. It is based on four pillars:
The Spirit of Vodafone
Diverse talent and future ready skills
Agile and efficient operating model
Digital and personalised experience
Notes:
1. Group including VodafoneZiggo and Safaricom.
2. Net OpEx savings Europe, Common Functions and Vantage Towers.
3. Data lead/co-lead mobile network quality.
4. Europe including VodafoneZiggo.
Scan or click to watch our Chief Executive,
Nick Read, summarise our performance this year:
investors.vodafone.com/videos
Read more about our people strategy
on pages 21 to 23
10
Vodafone Group Plc
Annual Report 2022
Strategic report
Governance
Financials
Other information
Business model
Structured for value creation
We have evolved our business model and organisational structures to operate in a more streamlined and agile
matrix, recognising the importance of local, in-market scale and capabilities, as well as driving further value from
the scale and breadth of our footprint. We manage our Group through four Group-wide operational layers.
Infrastructure assets
2
1
2
3
Shared operations
1. Supplier
management
2. Network
& digital
operations
3. Inter-
network
operations
Growth platforms
Our converged connectivity infrastructure is largely managed through
three components: passive mobile, active mobile, and fixed and transport.
1
2
3
Passive mobile: We manage over 100,000 towers across markets
in Europe and Africa. Our European towers are primarily held and
operated through Vantage Towers.
Active mobile: We own and operate our own active mobile network,
which includes more than 180,000 radios in Europe and Africa.
We also have spectrum licences in all of our markets.
Fixed and transport: Our infrastructure comprises connectivity
networks, mobile backhaul, and international terrestrial and submarine
connections. The majority of our fixed connectivity networks are
based on fibre infrastructure, particularly high-demand nodes.
1. We have consolidated our supplier management functions into a
single unit, the Vodafone Procurement Company.
2. Our integrated IT operations, network operating centres and
back-office activities provide standardisation across our markets.
3. Vodafone Roaming Services manages our global roaming
relationships, Vodafone Carrier Services provides wholesale
connectivity services, and our Partner Markets team extends our
reach and builds strategic alliances with operators in 48 countries.
>50 million
Customers subscribing to a digital service
Digital services
We deepen our customer relationships through our growth platforms
which include Vodafone TV, home services, device lifecycle services and
loyalty applications.
150 million
IoT SIM connections (FY21: 123 million)
Internet of Things
Our IoT service was established in 2008 and has grown to be the largest
IoT connectivity provider globally.
52.4 million
M-Pesa customers1 (FY21: 48.3 million)
Financial services
Together with Vodacom’s own platform and our African payment
platform M-Pesa, we provide a range of financial services, as well as
business and merchant payment services.
Retail and customer service
€20 billion
Europe Consumer service revenue
€10 billion
Business service revenue
€6 billion
African Consumer service revenue
2. Africa including 100% Safaricom.
Europe Consumer1
We are a leading converged connectivity provider in Europe, with nearly
9 million converged customers, 114 million mobile connections and
145 million marketable NGN broadband homes.
Vodafone Business
We serve over 6 million private and public sector customers of all sizes.
We offer core connectivity services, as well as new technologies such as
IoT, cloud & security, and unified communications.
African Consumer2
We are a leading provider of mobile data and financial services in Africa.
We have 185 million mobile customers and enable access to financial
services for 66 million people via our financial services platforms.
Notes:
1.
Including VodafoneZiggo.
Strategic report
Governance
Financials
Other information
11
Vodafone Group Plc
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Strategic report
Governance
Financials
Other information
10
Vodafone Group Plc
Annual Report 2022
Business model
Structured for value creation
We have evolved our business model and organisational structures to operate in a more streamlined and agile
matrix, recognising the importance of local, in-market scale and capabilities, as well as driving further value from
the scale and breadth of our footprint. We manage our Group through four Group-wide operational layers.
We are organised to ensure the optimal balance
between local agility and regional scale, which
delivers significant benefits through standardisation.
Our disciplined approach to capital allocation
and portfolio optimisation supports our
mid-term ambitions.
Balancing regional scale and local agility
Our approach
Infrastructure assets
2
2
1
3
Shared operations
1. Supplier
management
2. Network
& digital
operations
3. Inter-
network
operations
Growth platforms
Our converged connectivity infrastructure is largely managed through
three components: passive mobile, active mobile, and fixed and transport.
1
2
3
Passive mobile: We manage over 100,000 towers across markets
in Europe and Africa. Our European towers are primarily held and
operated through Vantage Towers.
Active mobile: We own and operate our own active mobile network,
which includes more than 180,000 radios in Europe and Africa.
We also have spectrum licences in all of our markets.
Fixed and transport: Our infrastructure comprises connectivity
networks, mobile backhaul, and international terrestrial and submarine
connections. The majority of our fixed connectivity networks are
based on fibre infrastructure, particularly high-demand nodes.
1. We have consolidated our supplier management functions into a
single unit, the Vodafone Procurement Company.
2. Our integrated IT operations, network operating centres and
back-office activities provide standardisation across our markets.
3. Vodafone Roaming Services manages our global roaming
relationships, Vodafone Carrier Services provides wholesale
connectivity services, and our Partner Markets team extends our
reach and builds strategic alliances with operators in 48 countries.
Digital services
loyalty applications.
Internet of Things
>50 million
Customers subscribing to a digital service
We deepen our customer relationships through our growth platforms
which include Vodafone TV, home services, device lifecycle services and
150 million
IoT SIM connections (FY21: 123 million)
IoT connectivity provider globally.
Our IoT service was established in 2008 and has grown to be the largest
52.4 million
M-Pesa customers1 (FY21: 48.3 million)
Financial services
Together with Vodacom’s own platform and our African payment
platform M-Pesa, we provide a range of financial services, as well as
business and merchant payment services.
Retail and customer service
€20 billion
Europe Consumer service revenue
€10 billion
Business service revenue
Europe Consumer1
We are a leading converged connectivity provider in Europe, with nearly
9 million converged customers, 114 million mobile connections and
145 million marketable NGN broadband homes.
Vodafone Business
We serve over 6 million private and public sector customers of all sizes.
We offer core connectivity services, as well as new technologies such as
IoT, cloud & security, and unified communications.
€6 billion
African Consumer service revenue
Notes:
1.
Including VodafoneZiggo.
2. Africa including 100% Safaricom.
African Consumer2
We are a leading provider of mobile data and financial services in Africa.
We have 185 million mobile customers and enable access to financial
services for 66 million people via our financial services platforms.
In-market autonomy and agility
Our local in-country teams are best placed to understand the needs of
their local market and make appropriate decisions.
Full P&L
accountability
– In-country finance, HR and legal teams
– Local capital allocation and people decisions
Commercial
and marketing
– In-country control of pricing, product and marketing
– Each country operation remains agile in
competitive markets
– Local markets share best practices around
the Group, for example:
– Investment-linked pricing structures in
five markets
– Localised second-brands in six markets
Customer
operations
– Local control of channel and customer journeys
– Respond to local market characteristics and
customer preferences
– Local markets share best practices around
the Group, for example:
– Optimising local digital/traditional channel mix
– Localisation of MyVodafone App in 12 markets
Corporate oversight
In-market operations and regionally-scaled standardisation
overseen by lean and efficient corporate team.
Regional standardisation
delivering scale benefits
We are structured to deliver efficient operational support through
regionally-scaled services as the connectivity value chain has a high
degree of replicable and repeatable services across our markets.
Networks
– Integrated European network and IT/digital teams
drive efficiency, increase speed of execution,
standardise key processes, and codify the best
solutions for implementation across our markets
– Improvement in network test results
– 42% reduction in network incidents
Procurement
– Combined €24 billion purchasing power of our
operations in Europe and Africa
– Independent operators paying to access our
pooled procurement through our Partner
Markets business
– Double-digit savings on Liberty procurement
post-acquisition
– Four shared service centres in Egypt, India and
Central and Eastern Europe
– Approximately 32% of our people work in
shared operations
– Automating processes through digitalisation
– 8,200 role efficiencies over the last four years
Shared
services
Capital allocation
Our capital allocation framework enables us to balance our three capital
allocation priorities.
Invest in critical infrastructure
1 €8 billion
cash capital additions1 in FY22
Maintain a robust balance sheet
2 2.7x
net debt/adjusted EBITDAaL
Shareholder distribution
3 9.0 eurocents
dividends per share in FY22
Portfolio optimisation
We continue to follow our three principles when managing our portfolio:
1 We focus on the converged connectivity markets in
Europe, and mobile data and payments in Africa;
2 We aim to achieve returns above the local cost of capital
in all of our markets; and
3 We consider whether we are the best owner and whether
there are any pragmatic and value-creating alternatives.
Our medium-term ambition
Value model
Medium-term ambition
Consistent revenue growth Growth in both Europe & Africa
+
+
+
=
Ongoing
margin
expansion
Good cash
conversion
Mid-single digit adjusted
EBITDAaL2 growth
Mid-single digit adjusted
FCF2 growth
Disciplined
capital allocation
Net debt to adjusted EBITDAaL2
2.5-3.0x
Sustainable
value
creation
ROCE2,3 greater than WACC
A minimum dividend of 9.00
eurocents per share per annum
Notes:
1. Excludes Vantage Towers’ growth capital expenditure.
2. These line items are non-GAAP measures. See ’Non-GAAP measures’ on page 223
for more information.
3. Pre-tax return on capital employed (controlled).
12
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Strategic report
Governance
Financials
Other information
Mega trends
Long-term trends shaping our industry
Digital services and next-generation connectivity are
increasingly central to everything we do – and will be
the driving forces that redefine relationships between
sectors, employers, employees, customers, and
friends and family.
There are five ‘mega trends’ that we believe will
shape our industry in the years ahead: hybrid working,
connected devices, adoption of cloud technology,
the digital and green transformation of public and
private sectors, and digital payments.
Hybrid working
Over the last couple of years we have seen a dramatic shift in working
patterns. Post the pandemic companies are now moving from largely
office based environments to more ‘hybrid’ working models, thereby
providing their employees with much greater flexibility as to how and
where they work, whilst still ensuring high or even increased levels
of productivity. This change in working patterns is driving increased
demand for fast and reliable fixed and mobile networks, as well as a
range of supporting services such as cloud-based productivity and
communication platforms.
The majority of large multinationals already have remote working
capabilities, however they are now moving to more efficient technologies.
Smaller companies, ranging from corporates to small and medium-sized
offices, rely on network operators such as Vodafone to provide secure
remote working solutions. These solutions include virtual private
networks, unified communication services and the migration of
enterprise applications to the cloud. This is vital for business continuity,
and it provides network operators with an opportunity to further deepen
their customer relationships by offering a broad range of services.
Connected devices
The world is becoming ever more connected, and it is not just driven
by smartphones. A wide range of new devices, across all sectors and
applications, are increasingly being connected to the internet. These
connected devices, known as the Internet of Things (‘IoT’) are expected
to increase by around 55% to over 23 billion devices by 20251. This is
driven by continued reductions in the cost of computing components,
advances in cross-device operability and software, and the near-ubiquity
of networks.
For consumers, there is a growing range of applications such as
smartwatches, tracking devices for pets, bags and bicycles, and
connected vehicles – which can lower insurance premiums and
enable a range of advanced in-vehicle solutions.
For businesses, the demand for IoT and potential use cases is even more
evident. These include solutions such as automated monitoring of energy
usage across national grids, tracking consumption in smart buildings and
detecting traffic and congestion in cities.
In environments that are more localised, such as factories and ports,
network operators are building and running Mobile Private Networks
(‘MPNs’). MPNs offer corporate customers unparalleled security and
bespoke network control. As an example, MPNs enable autonomous
factories to connect to thousands of robots, enabling them to work
in a synchronised way. Once a product leaves the factory it can also
be tracked seamlessly through global supply chain management
applications, whether it is delivered through the post, a vehicle or
even via drones.
In areas where the same solution can be deployed across multiple
sectors, network operators are moving beyond connectivity to
provide complex end-to-end hardware and software solutions such
as surveillance, smart metering and remote monitoring; and it is often
more efficient for these solutions to be created in-house. Scaled operators
can leverage their unique position to co-create or partner with nimble
start-ups at attractive economics.
As the number of IoT devices increases, physical assets are also
communicating with each other in real-time and new digital markets
are being established. This is leading to the Economy of Things, where
connected devices securely trade with each other on a user’s behalf,
without human intervention. This presents businesses across multiple
industries with exciting opportunities to transform goods into tradeable
digital assets which can compete in new disruptive online markets.
Click or scan to watch our digital services and
experiences investor briefing:
investors.vodafone.com/digital-services
Adoption of cloud technology
Over the last decade, large technology companies have invested heavily
in advanced centralised data storage and processing capabilities that
organisations and consumers can access remotely through connectivity
services (commonly termed ‘cloud’ technology). As a result, organisations
and consumers are increasingly moving away from using their own
expensive hardware and device-specific software to using more efficient
shared hardware capacity or services over the cloud. This is popular as it
allows upfront capital investment savings, the ability to efficiently scale
resources to meet demand, systems that can be easily updated and
increased resiliency. This is driving demand for fast, reliable and secure
connectivity with lower latency.
Many small businesses increasingly understand the benefits of
cloud technology, however, they lack the technical expertise or direct
relationships with large enterprise and cloud specialists. This presents an
opportunity for network operators, particularly those with strong existing
relationships, as they can effectively help customers navigate their move
to the cloud at scale.
Note:
1. GSMA Mobile Economy Report 2022.
12
Vodafone Group Plc
Annual Report 2022
Mega trends
Long-term trends shaping our industry
Digital services and next-generation connectivity are
increasingly central to everything we do – and will be
the driving forces that redefine relationships between
sectors, employers, employees, customers, and
friends and family.
There are five ‘mega trends’ that we believe will
shape our industry in the years ahead: hybrid working,
connected devices, adoption of cloud technology,
the digital and green transformation of public and
private sectors, and digital payments.
Hybrid working
Over the last couple of years we have seen a dramatic shift in working
patterns. Post the pandemic companies are now moving from largely
office based environments to more ‘hybrid’ working models, thereby
providing their employees with much greater flexibility as to how and
where they work, whilst still ensuring high or even increased levels
of productivity. This change in working patterns is driving increased
demand for fast and reliable fixed and mobile networks, as well as a
range of supporting services such as cloud-based productivity and
communication platforms.
The majority of large multinationals already have remote working
capabilities, however they are now moving to more efficient technologies.
Smaller companies, ranging from corporates to small and medium-sized
offices, rely on network operators such as Vodafone to provide secure
remote working solutions. These solutions include virtual private
networks, unified communication services and the migration of
enterprise applications to the cloud. This is vital for business continuity,
and it provides network operators with an opportunity to further deepen
their customer relationships by offering a broad range of services.
Connected devices
The world is becoming ever more connected, and it is not just driven
by smartphones. A wide range of new devices, across all sectors and
applications, are increasingly being connected to the internet. These
connected devices, known as the Internet of Things (‘IoT’) are expected
to increase by around 55% to over 23 billion devices by 20251. This is
driven by continued reductions in the cost of computing components,
advances in cross-device operability and software, and the near-ubiquity
of networks.
For consumers, there is a growing range of applications such as
smartwatches, tracking devices for pets, bags and bicycles, and
connected vehicles – which can lower insurance premiums and
enable a range of advanced in-vehicle solutions.
For businesses, the demand for IoT and potential use cases is even more
evident. These include solutions such as automated monitoring of energy
usage across national grids, tracking consumption in smart buildings and
detecting traffic and congestion in cities.
In environments that are more localised, such as factories and ports,
network operators are building and running Mobile Private Networks
(‘MPNs’). MPNs offer corporate customers unparalleled security and
bespoke network control. As an example, MPNs enable autonomous
factories to connect to thousands of robots, enabling them to work
in a synchronised way. Once a product leaves the factory it can also
be tracked seamlessly through global supply chain management
applications, whether it is delivered through the post, a vehicle or
even via drones.
In areas where the same solution can be deployed across multiple
sectors, network operators are moving beyond connectivity to
provide complex end-to-end hardware and software solutions such
as surveillance, smart metering and remote monitoring; and it is often
more efficient for these solutions to be created in-house. Scaled operators
can leverage their unique position to co-create or partner with nimble
start-ups at attractive economics.
As the number of IoT devices increases, physical assets are also
communicating with each other in real-time and new digital markets
are being established. This is leading to the Economy of Things, where
connected devices securely trade with each other on a user’s behalf,
without human intervention. This presents businesses across multiple
industries with exciting opportunities to transform goods into tradeable
digital assets which can compete in new disruptive online markets.
Click or scan to watch our digital services and
experiences investor briefing:
investors.vodafone.com/digital-services
Adoption of cloud technology
Over the last decade, large technology companies have invested heavily
in advanced centralised data storage and processing capabilities that
organisations and consumers can access remotely through connectivity
services (commonly termed ‘cloud’ technology). As a result, organisations
and consumers are increasingly moving away from using their own
expensive hardware and device-specific software to using more efficient
shared hardware capacity or services over the cloud. This is popular as it
allows upfront capital investment savings, the ability to efficiently scale
resources to meet demand, systems that can be easily updated and
increased resiliency. This is driving demand for fast, reliable and secure
connectivity with lower latency.
Many small businesses increasingly understand the benefits of
cloud technology, however, they lack the technical expertise or direct
relationships with large enterprise and cloud specialists. This presents an
opportunity for network operators, particularly those with strong existing
relationships, as they can effectively help customers navigate their move
to the cloud at scale.
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Financials
Other information
13
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Other information
Larger corporates, which may already use the cloud today, are
progressively moving away from complex systems based on their own
servers or single cloud solutions, to multi-cloud offers, sold by network
operators and their partners. This approach reduces supplier risk and
increases corporate agility and resilience. Large corporates continue to
drive higher demand for robust, secure and efficient connectivity services
as they transition from their own legacy hardware and services. Cloud
providers also recognise the criticality of telecommunications networks.
Many cloud providers are partnering with the largest network operators,
sometimes through revenue sharing agreements, to develop edge
computing solutions which integrate data centres at the edge of
telecommunication networks to deliver customers reduced latency.
The opportunity is significant as the total addressable market in
business-to-business cloud & security is expected to reach €63 billion
by 2025 compared to €45 billion today.
Consumers use cloud solutions for a variety of reasons, including digital
storage, online media consumption or interacting through the metaverse.
Consumer hardware is also now being replaced by cloud-first solutions.
For example, new cloud-based gaming services allow consumers to
stream complex, bandwidth-heavy computer games directly to their
phones or tablets, without the need for expensive dedicated hardware.
Fast and reliable connectivity will act as a catalyst for further innovation
and consumer applications, many of which do not currently exist today.
Read more about how Vodafone’s leading gigabit connectivity
infrastructure supports to the digital society on pages 44 to 45
Click or scan to learn more about our IoT leadership and
evolution in our Vodafone Business investor briefing:
investors.vodafone.com/vbbriefing
Digital and green transformation of the
public and private sectors
As part of the fiscal response to the COVID-19 pandemic, the
European Union has launched a series of funding programmes
with €723.8 billion available under the banner ‘NextGenerationEU’.
This includes the Recovery and Resilience facility, which combines
€385.5 billion of loans and €338 billion of grants available to European
Union Member States. Of these grants, approximately 70% are being
allocated to European Union Member States in which Vodafone has
an operating presence. These grants are planned to be 70% committed
by the end of 2022. The range of funding presents a direct and indirect
opportunity given that at least 20% of the total funding is planned to
support the European Commission’s digital transformation agenda.
The UK and many of our African markets have similar stimulus measures
in place. These support measures will help connect schools, hospitals and
businesses to gigabit networks and provide hardware, such as tablets, to
millions of school children.
Similarly, the European Union has committed to be carbon-neutral by
2050. Mobile network operators across Europe will be able to benefit
from these funds as they seek to limit their impact on the climate, and
help their customers from across the private and public sectors reduce
their own energy use and carbon emissions.
Small and medium-sized enterprises (‘SMEs’) in Europe can often lag
behind in terms of digital adoption. However, under various government-
led support mechanisms, SMEs will be eligible for vouchers, grants
and loans to transition to eCommerce, upskill employees, and move
to cloud-based solutions whilst ensuring they are secure as they do so.
SMEs will look to trusted and experienced network operators which can
offer a full suite of solutions, whilst also help them navigate technical and
regulatory processes. Finally, to ensure the benefits of these projects are
spread equitably, funding is also being allocated towards rural inclusion
to subsidise the building of network infrastructure where it is currently
uneconomical for operators to do so.
Read more about our purpose to enable an inclusive
and sustainable digital society on pages 41 to 45
Digital payments
Businesses in Europe continue to expand and migrate sales channels
from physical premises to online channels such as websites and
mobile applications. As a result, businesses increasingly transact
through mobile-enabled payment services which remove the
need for legacy fixed sales terminals. Consequently, businesses
demand reliable and secure mobile connectivity. Consumers are also
increasingly transitioning away from using cash, to digital payment
methods conducted directly via mobile phones or smartwatches,
further increasing the importance of mobile networks.
In Africa, digital payments are primarily conducted via mobile phones
through payment networks owned and operated by network operators,
and the annual value of mobile money transactions has reached a key
milestone in 2021 with one trillion transactions globally1. Consumers
are also moving beyond peer-to-peer transactions as rising smartphone
penetration drives the adoption of mobile payment applications. Network
operators and a range of FinTech startups are using these applications to
sell additional financial services focused products, ranging from advances
on mobile airtime and device insurance to more complex offerings
such as life insurance, loans and e-commerce marketplaces. This plays
a critical role in improving financial inclusion for millions of people across
Africa where the traditional banking sector has not been able to reach.
Businesses are also increasingly reliant on operator-owned payment
infrastructure for consumer-to-business payments, but also for large
business-to-business transfers. These payment networks drive scale
benefits for the largest operators by allowing customers to save on
transaction fees whilst also driving both business and consumer
customers to seek reliable and secure networks.
Click or scan to watch our digital services
and experiences investor briefing:
investors.vodafone.com/digital-services
Note:
1. GSMA Mobile Economy Report 2022.
Note:
1. GSMA State of the Industry Report on Mobile Money 2022.
14
Vodafone Group Plc
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Strategic report
Governance
Financials
Other information
Stakeholder engagement
Engaging regularly with our stakeholders is
fundamental to the way we do business
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 of 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.
Our customers
We are focused on deepening our engagement with our customers
to develop long-term valuable and sustainable relationships. We have
hundreds of millions of customers across Europe and Africa, ranging
from individual consumers to large multinational corporates.
How did we engage with them?
– Digital channels (MyVodafone app, TOBi chatbots, social media
interaction and the Vodafone website)
– Call centres
– Branded retail stores
What were the key topics raised?
– Better value offerings
– Faster data networks and wider coverage
– Making it simple and quick to deal with us
– Managing the challenge of data-usage transparency
– Converged solutions for consumer and business customers
– Prompt feedback/resolution on service-related issues
B How did the Board engage?
– The Board participated in a dedicated review of the Group’s Net
Promoter Scores, facilitated by Executive Committee members
How did we respond?
– Launched 5G in 14 markets and expanded our 4G coverage
– Leveraged our digital channels to support easy access for all of
our customers during the COVID-19 crisis
– Improved efficiency and functionality on MyVodafone app
– Moved TOBi to a scaleable platform to improve speed to market
– Continued to apply the highest safety standards possible in our
stores in order to keep our customers and colleagues safe during
the COVID-19 crisis
– Added content deals to integrated internet, TV and mobile packages
– Launched initiatives to tackle social issues such as digital poverty,
domestic violence, and loneliness
– Established Europe’s largest network powered by renewable energy
and launched initiatives to help customers go green, including
introducing SIMs made out of recycled plastic
– Donated SIMs and handsets, provided free connectivity, charging and
WiFi in response to the war in Ukraine
Our people
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.
How did we engage with them?
– Regular meetings with managers
– B European Employee Consultative Committee
– B National Consultative Committee (South Africa)
– B Internal website and live webinars
– B Executive Committee discussions
– B Newsletters and electronic communication
– B Employee Speak Up channel
– B Global Pulse and Spirit Beat surveys
What were the key topics raised?
– Opportunities for personal and career development
– Communication and knowledge sharing across the Group
– Enhancing leadership coaching capacity
– Deepening digital skills
– Impacts of COVID-19
– Hybrid ways of working and return to office
– Progress on Vodafone’s Fair Pay agenda
– Global Pulse and Spirit Beat survey actions
B How did the Board engage?
– Valerie Gooding, in her capacity as Workforce Engagement Lead,
updated the Board on employee voice engagements, and the
Chief Human Resources Officer provided updates on culture and
the Vodafone Spirit and the delivery against people strategy (including
operating model transformation, inclusion, and hybrid ways of working)
How did we respond?
– Provided training courses to develop new skills such as software
engineering, cyber security, data science and customer experience
– Internal communication to staff on the impacts of COVID-19
– Provided a range of physical and mental wellbeing services
– Introduced hybrid ways of working and created a global office design
– Implemented survey actions and monitored progress at Executive
Committee and Board level
– Introduced quarterly ‘Spirit of Vodafone’ days to support personal
growth, wellbeing and connection
– Launched a global senior leadership programme and leadership
standards for all managers
– Raised standards for learning, talent, leadership and skills
– Launched an integrated skills and learning platform
– Set ethnic diversity targets, and a related action plan, including a range
of training for diversity and inclusion topics
Our suppliers
Our business is helped by around 9,000 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?
– Safety forums, events, conferences and site visits
– Purpose criteria in tenders
– Supplier audits and assessments
What were the key topics raised?
– Improving health and safety standards
– Promoting diversity and inclusion
– Driving towards net zero emissions in supply chains
– Supplier/product innovation
B How did the Board engage?
– The Board, through the Audit and Risk Committee, received updates on
the risk and resilience of our global supply chains
14
Vodafone Group Plc
Annual Report 2022
Stakeholder engagement
Engaging regularly with our stakeholders is
fundamental to the way we do business
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 of 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.
Our customers
We are focused on deepening our engagement with our customers
to develop long-term valuable and sustainable relationships. We have
hundreds of millions of customers across Europe and Africa, ranging
from individual consumers to large multinational corporates.
How did we engage with them?
– Digital channels (MyVodafone app, TOBi chatbots, social media
interaction and the Vodafone website)
– Call centres
– Branded retail stores
What were the key topics raised?
– Better value offerings
– Faster data networks and wider coverage
– Making it simple and quick to deal with us
– Managing the challenge of data-usage transparency
– Converged solutions for consumer and business customers
– Prompt feedback/resolution on service-related issues
B How did the Board engage?
– The Board participated in a dedicated review of the Group’s Net
Promoter Scores, facilitated by Executive Committee members
How did we respond?
– Launched 5G in 14 markets and expanded our 4G coverage
– Leveraged our digital channels to support easy access for all of
our customers during the COVID-19 crisis
– Improved efficiency and functionality on MyVodafone app
– Moved TOBi to a scaleable platform to improve speed to market
– Continued to apply the highest safety standards possible in our
stores in order to keep our customers and colleagues safe during
the COVID-19 crisis
– Added content deals to integrated internet, TV and mobile packages
– Launched initiatives to tackle social issues such as digital poverty,
domestic violence, and loneliness
– Established Europe’s largest network powered by renewable energy
introducing SIMs made out of recycled plastic
– Donated SIMs and handsets, provided free connectivity, charging and
WiFi in response to the war in Ukraine
Our people
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.
How did we engage with them?
– Regular meetings with managers
– B European Employee Consultative Committee
– B National Consultative Committee (South Africa)
– B Internal website and live webinars
– B Executive Committee discussions
– B Newsletters and electronic communication
– B Employee Speak Up channel
– B Global Pulse and Spirit Beat surveys
What were the key topics raised?
– Opportunities for personal and career development
– Communication and knowledge sharing across the Group
– Enhancing leadership coaching capacity
– Deepening digital skills
– Impacts of COVID-19
– Hybrid ways of working and return to office
– Progress on Vodafone’s Fair Pay agenda
– Global Pulse and Spirit Beat survey actions
B How did the Board engage?
– Valerie Gooding, in her capacity as Workforce Engagement Lead,
updated the Board on employee voice engagements, and the
Chief Human Resources Officer provided updates on culture and
the Vodafone Spirit and the delivery against people strategy (including
operating model transformation, inclusion, and hybrid ways of working)
How did we respond?
– Provided training courses to develop new skills such as software
engineering, cyber security, data science and customer experience
– Internal communication to staff on the impacts of COVID-19
– Provided a range of physical and mental wellbeing services
– Introduced hybrid ways of working and created a global office design
– Implemented survey actions and monitored progress at Executive
Committee and Board level
– Introduced quarterly ‘Spirit of Vodafone’ days to support personal
growth, wellbeing and connection
– Launched a global senior leadership programme and leadership
standards for all managers
– Raised standards for learning, talent, leadership and skills
– Launched an integrated skills and learning platform
– Set ethnic diversity targets, and a related action plan, including a range
of training for diversity and inclusion topics
Our suppliers
Our business is helped by around 9,000 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?
– Safety forums, events, conferences and site visits
– Supplier audits and assessments
What were the key topics raised?
– Improving health and safety standards
– Promoting diversity and inclusion
– Driving towards net zero emissions in supply chains
– Supplier/product innovation
B How did the Board engage?
– The Board, through the Audit and Risk Committee, received updates on
the risk and resilience of our global supply chains
and launched initiatives to help customers go green, including
– Purpose criteria in tenders
Strategic report
Governance
Financials
Other information
15
Vodafone Group Plc
Annual Report 2022
Strategic report
Governance
Financials
Other information
How did we respond?
– Held safety forums every quarter
– Recognised our suppliers with awards for health and safety, diversity
and inclusion and planet efforts
– Collaborated with industry peers and suppliers through the Joint
Alliance for CSR (‘JAC’), formerly known as the Joint Audit Cooperation
Our local communities and non-governmental
organisations (‘NGOs’)
We believe that the long-term success of our business is closely tied to
the success of the communities in which we operate. We interact with local
communities and NGOs, seeking to be a force for good wherever we operate.
How did we engage with them?
– Through our products and services
– Community and NGO interaction on education, health, agriculture and
inclusive finance projects, and on our humanitarian response to global
issues including the COVID-19 pandemic and war in Ukraine
– Participation in multi-stakeholder working groups on policy issues at
the national and international level
What were the key topics raised?
– Increasing access to connectivity and digital services, by closing the
digital divide, closing the rural gap and connecting SMEs
– Human rights topics including child rights
– Environmental topics including net zero and the circular economy
– Delivery of global and national development goals including
UN Sustainable Development Goals
B How did the Board engage?
– A comprehensive update on Vodafone’s purpose and social contract,
and presentation of Vodafone Foundation activities and progress
– The new ESG Committee provides the Board with enhanced oversight
of ESG topics, including engagement with communities and NGOs
How did we respond?
– Launched, and our Chief Executive chaired, a UN Broadband
Commission working group on increasing smartphone access and
co-chaired a pillar of the International Telecommunication Union’s
Partner2Connect initiative
– Participated in partnerships and working groups on human rights
– Participated and engaged with key environmental initiatives, including
the Science Based Targets initiative and CDP
– Launched a response to the war in Ukraine with NGOs and charities
Governments and regulators
Our relationship with governments and regulators is important and we
hope to work together on policies impacting our industry and customers,
while also enabling them to better understand the positive impact we can
have on the environment and communities we operate in.
How did we engage with them?
– B Participation and attendance at company and industry meetings
with government and regulators, EU institutions, public forums and
parliamentary processes
– B Meetings with commissioners, ministers, elected representatives,
policy officials and regulators
– Hosting and participating in workshops and events to improve sector
understanding on connectivity and digitalisation
– B Our Chairman is a member of the European Round Table for
Industry, which promotes competitiveness and prosperity and
engages with European and global institutions, and governments
What were the key topics raised?
– Regulatory and policy environment and compliance
– Responses to COVID-19 and the war in Ukraine
– Security and supply chain resilience
– The digital economy and society
– Digital society and the European Green Deal
– Data protection and privacy
B How did the Board engage?
– Management updated the Board on how Vodafone worked with
governments and regulators during the COVID-19 pandemic
– Management provided regular updates on legal and regulatory matters
How did we respond?
– Engaged on the digital and green transformation of the EU
– Engaged on the Digital Decade targets including the digitalisation of
industries and SMEs
– Communications on the impact of electromagnetic fields (‘EMF’)
– Engaged on network investments, design and deployment
(e.g. Open RAN, 5G)
– Engaged on issues such as the allocation of spectrum and the
protection of consumers
– Discussed policy and regulatory environment that facilitates
investment in technology
– Engaged with the EU with respect to the data economy, including data
protection, digital principles, and data sharing
Our investors
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?
– B Personal meetings, virtual roadshows, conferences
– B Annual & interim reports and presentations
– B Investor relations website used as primary digital communications
tool and is available to all shareholders (institutional and retail)
– Four virtual investor briefings arranged since November 2020 and a
number of video interviews with Directors, with 11 hours of on-demand
video content available on our website
– Stock Exchange News Service (‘SENS’) announcements
– B Annual General Meeting (‘AGM’)
– B Three investor perception studies and regular feedback survey
– Our Registrar, Equiniti, operates a portfolio service which provides
shareholders with the ability to manage their holdings
What were the key topics raised?
– Strategy to deliver sustained financial growth
– Operational priorities
– Allocation of capital
– Portfolio optimisation
– Corporate governance practices
– ESG strategy, targets and reporting
– Dividend policy
– Deleveraging strategy
B How did the Board engage?
– AGM with a live webcast available to all shareholders, including the
ability to submit questions to the Board
– The Chairman and a number of Non-Executive Directors participated in
video interviews, where they explained their roles
– Investor roadshows are attended by the Chairman and Executive
Directors for direct Q&A sessions
How did we respond?
– We conducted almost 1,400 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 Chairman, Senior Independent Director, Chief Executive,
Chief Financial Officer, and Executive Committee members
– Virtual investor briefings covering technology and digital services
presented by Executive Committee members and senior management
16
Vodafone Group Plc
Annual Report 2022
Strategic report
Governance
Financials
Other information
Strategic review
A new generation connectivity
and digital services provider
In May 2021, we set our ambition to reshape the
Group as a new generation connectivity and digital
services provider. Our strategy focuses on driving
shareholder returns through growth. This is being
delivered through three customer commitments
and three enabling strategies, all of which work
together towards realising our vision to become
a new generation connectivity and digital services
provider for Europe and Africa, enabling an inclusive
and sustainable digital society.
Scan or click to watch our Chief Executive, Nick Read,
outline our progress with our strategy:
investors.vodafone.com/videos
Executing our long-term organic growth strategy
During the year, a number of strategic initiatives enabled the progress in
our strategic KPIs, including:
– We launched flexible contract structures in three markets, which
enable customers to select the optimal contract length and monthly
payments for their own needs;
– We have now launched, and have next generation 5G mobile
We have made good progress with our strategy during FY22 and the table
below includes a selection of KPIs that illustrates progress in our key areas
of focus. In this section we outline:
connectivity services in 294 cities, across 11 markets in Europe, which
delivers up to gigabit downloads speeds;
– We have launched investment-linked pricing contractual options in five
markets, and activated this option in two markets;
1. We are systematically executing our long-term organic growth strategy,
– We launched the VodaPay financial services ‘super-app’ in South Africa,
and clear plan to deliver our operational priorities;
which has already attracted 2.2 million downloads;
2. We have actions underway to balance challenging macroeconomic
– Our IoT and cloud & security digital services within Vodafone Business
conditions; and
grew by 15.3% in FY22;
3. We are committed to improving shareholder returns.
– The MyVodafone app, which enables real-time account management is
used by 52 million customers, across 12 countries;
Strategic progress summary
Customer commitments
Best connectivity products and services
Europe mobile contract customers1
Europe broadband customers1
Europe Consumer converged customers1
Europe mobile contract customer churn
Africa mobile customers3
Africa data users3
Business service revenue growth4
Leading innovation in digital services
Europe TV subscribers1
IoT SIM connections
Africa M-Pesa customers3
Africa M-Pesa transaction volume3
Outstanding digital experiences
Digital channel sales mix5
End-to-end TOBi completion rate6 7
Enabling strategies
Leading gigabit networks
5G available in European cities1
Europe on-net gigabit capable connections1
Europe on-net NGN broadband penetration1
Simplified and most efficient operator
Pre-tax return on capital employed 8 9
Post-tax return on capital employed 8 9
Europe markets where 3G switched off 1
2022
2021
2020
66.4
25.6
9.0
13.6
184.5
89.9
0.8
21.9
150.1
52.4
19.9
25
42.9
294
48.5
30
7.2
5.0
4
65.4
25.6
7.9
13.7
178.0
84.9
(0.6)
22.2
123.3
48.3
15.2
26
34.6
240
43.7
30
5.5
3.9
3
64.4
25.0
7.2
14.62
168.4
82.6
0.8
22.1
102.9
41.5
12.2
21
–
97
31.9
30
6.3
3.9
1
million
million
million
%
million
million
%
million
million
million
billion
%
%
#
million
%
%
%
#
Including VodafoneZiggo.
Notes:
1.
2. Excluding the impact of inactive data only SIM losses in Italy during Q3 and Q4 FY20.
3. Africa including Safaricom.
4. Organic growth. See page 223 for more information.
5. Based on Germany, Italy, UK and Spain only.
6. Group excluding Egypt.
7. Defined as percentage of total customer contacts resolved without human interaction
through TOBi.
8. These line items are alternative performance measures which are non-GAAP measures.
See ’Non-GAAP measures’ on page 223 for more information.
9. We calculate two ROCE measures: i) Pre-tax ROCE for controlled operations only, and
ii) Post-tax ROCE which also includes our share of adjusted results in equity accounted
associates and joint ventures. See pages 230 and 231 for more information.
16
Vodafone Group Plc
Annual Report 2022
Strategic review
A new generation connectivity
and digital services provider
In May 2021, we set our ambition to reshape the
Group as a new generation connectivity and digital
services provider. Our strategy focuses on driving
shareholder returns through growth. This is being
delivered through three customer commitments
and three enabling strategies, all of which work
together towards realising our vision to become
a new generation connectivity and digital services
provider for Europe and Africa, enabling an inclusive
and sustainable digital society.
We have made good progress with our strategy during FY22 and the table
below includes a selection of KPIs that illustrates progress in our key areas
of focus. In this section we outline:
Scan or click to watch our Chief Executive, Nick Read,
outline our progress with our strategy:
investors.vodafone.com/videos
Executing our long-term organic growth strategy
During the year, a number of strategic initiatives enabled the progress in
our strategic KPIs, including:
– We launched flexible contract structures in three markets, which
enable customers to select the optimal contract length and monthly
payments for their own needs;
– We have now launched, and have next generation 5G mobile
connectivity services in 294 cities, across 11 markets in Europe, which
delivers up to gigabit downloads speeds;
– We have launched investment-linked pricing contractual options in five
markets, and activated this option in two markets;
1. We are systematically executing our long-term organic growth strategy,
– We launched the VodaPay financial services ‘super-app’ in South Africa,
and clear plan to deliver our operational priorities;
which has already attracted 2.2 million downloads;
2. We have actions underway to balance challenging macroeconomic
– Our IoT and cloud & security digital services within Vodafone Business
conditions; and
grew by 15.3% in FY22;
3. We are committed to improving shareholder returns.
– The MyVodafone app, which enables real-time account management is
used by 52 million customers, across 12 countries;
Strategic progress summary
Customer commitments
Best connectivity products and services
Europe mobile contract customers1
Europe broadband customers1
Europe Consumer converged customers1
Europe mobile contract customer churn
Africa mobile customers3
Africa data users3
Business service revenue growth4
Leading innovation in digital services
Europe TV subscribers1
IoT SIM connections
Africa M-Pesa customers3
Africa M-Pesa transaction volume3
Outstanding digital experiences
Digital channel sales mix5
End-to-end TOBi completion rate6 7
Enabling strategies
Leading gigabit networks
5G available in European cities1
Europe on-net gigabit capable connections1
Europe on-net NGN broadband penetration1
Simplified and most efficient operator
Pre-tax return on capital employed 8 9
Post-tax return on capital employed 8 9
Europe markets where 3G switched off 1
Notes:
1.
Including VodafoneZiggo.
3. Africa including Safaricom.
4. Organic growth. See page 223 for more information.
5. Based on Germany, Italy, UK and Spain only.
6. Group excluding Egypt.
2022
66.4
25.6
9.0
13.6
184.5
89.9
0.8
21.9
150.1
52.4
19.9
25
42.9
294
48.5
30
7.2
5.0
4
2021
65.4
25.6
7.9
13.7
178.0
84.9
(0.6)
22.2
123.3
48.3
15.2
26
34.6
240
43.7
30
5.5
3.9
3
2020
64.4
25.0
7.2
14.62
168.4
82.6
0.8
22.1
102.9
41.5
12.2
21
–
97
31.9
30
6.3
3.9
1
million
million
million
million
million
%
%
million
million
million
billion
million
%
%
#
%
%
%
#
2. Excluding the impact of inactive data only SIM losses in Italy during Q3 and Q4 FY20.
7. Defined as percentage of total customer contacts resolved without human interaction
through TOBi.
8. These line items are alternative performance measures which are non-GAAP measures.
See ’Non-GAAP measures’ on page 223 for more information.
9. We calculate two ROCE measures: i) Pre-tax ROCE for controlled operations only, and
ii) Post-tax ROCE which also includes our share of adjusted results in equity accounted
associates and joint ventures. See pages 230 and 231 for more information.
Strategic report
Governance
Financials
Other information
17
Vodafone Group Plc
Annual Report 2022
Strategic report
Governance
Financials
Other information
– Our artificial intelligence enabled assistant ‘TOBi’ is now having 32 million
– We have started discussions with potential joint venture partners to
conversations per month, in 14 languages, across 16 countries;
– Our ‘V-Hub’ online portal supported 2.5 million unique visitors with
digital tools in 13 countries during FY22;
– We have launched ‘Super-WiFi’ in 4 countries, helping deliver
superior in-home WiFi performance and the option of built-in
back-up 4G connectivity;
– We have decommissioned 3G mobile connectivity in four markets,
which reduces costs and enables us to reallocate spectrum to 4G
and 5G connectivity; and
– Our network performance benchmarking demonstrates we have a
co-leading data position in 13 out of our 19 markets.
Operational priorities
In addition to the ongoing, systematic execution of our strategy,
we have three operational areas that are currently being prioritised:
i. strengthening commercial momentum in Germany;
ii. accelerating operational transformation in Spain; and
iii. positioning Vodafone Business to maximise EU recovery
funding opportunities.
Strengthening commercial momentum in Germany
Germany is both the largest connectivity market in Europe and
Vodafone’s biggest market, representing 37% of Group Adjusted
EBITDAaL in FY22. Germany has benefited from a more sustainable
competitive environment compared to many other markets in Europe
and is the only top five European market to have experienced ARPU
growth for both mobile and fixed connectivity since 2017. Alongside the
scale and sustainable market structure, Germany also presents the most
significant converged connectivity opportunity of our larger markets,
with only 20.4% of our mobile customers taking a fixed connectivity
product, compared with 53.5% in Spain. Similarly, only 16.3% of our fixed
connectivity customers in Germany take a mobile connectivity product,
compared with 90.7% in Spain.
We are focused on taking advantage of this significant opportunity
through the structural advantage we have created with our fixed
connectivity services. Following the acquisition and commercial
integration of the former Unitymedia assets, we can now reach over
23.7 million homes in Germany with 1 gigabit per second fixed line
connectivity. Beyond this, we have clear upgrade plans for our hybrid
network that include a mix of demand-driven node-splitting – bringing
fibre closer to our customers – and options for upgrading the last stretch
of cable into customers’ homes.
However, our short-term commercial performance in Germany in
the second half of FY22 has not been satisfactory. In the fourth quarter
of FY22 we lost 105,000 net mobile connectivity contract customers
and 125,000 net fixed connectivity customers. There were a number of
contributing factors to this performance including the ongoing impact
of lower retail footfall and specific short-term operational matters related
to new customer journeys that were implemented in December 2021, to
ensure compliance with new legislation in Germany. A series of initiatives
is already underway to improve our commercial performance including:
– We are implementing necessary changes and enhancements to our
customer journeys;
– We are accelerating the shift from our more traditional retail store
model to ‘digital first’ sales and customer care channels;
– We are investing in our existing network infrastructure;
enable further investment in our fixed network infrastructure, including
full fibre-to-the-premises where there is demand from our housing
association customers, and nearby locations that are not currently
covered by our network; and
– We have strengthened the Vodafone Germany management team
with the addition of a Chief Strategy and Transformation Officer (CSTO)
already in place, and a new CEO joining in July 2022.
We plan a further update of our progress and plans to be provided by
the new Vodafone Germany CEO, Philippe Rogge, in November 2022,
alongside our H1 FY23 results.
Accelerate operational transformation in Spain
Over the last four years, the competitive environment in Spain has
intensified as the number of customer-facing brands has increased from
around 60 in 2017 to almost 80 in 2022. This has resulted in significant
price deflation, with mobile contract ARPU across the market declining
by 18% since 2017. Given the relatively high operating leverage within
the sector, this price deflation has had a significant impact on our financial
performance in Spain.
Following a series of measures conducted between FY19 and
FY22 we have stabilised our financial performance and are working
to further improve return on capital employed. We have recently
concluded a restructuring plan, mainly affecting owned retail stores as
a part of our operational transformation and announced a reorganisation
of the local executive committee, with new operational units focused on
competitiveness and digitalisation in the consumer segment.
Given the market backdrop, we have also conducted extensive interaction
with policymakers and regulators at both the national and European level.
We are pleased that a series of spectrum and taxation reforms are being
pursued, including a well-structured spectrum auction, with an outcome
below European benchmark levels and longer duration for new licences
with an extension of 20 years after the initial 20-year term.
In addition to these improvements, we are also actively pursuing further
opportunities, including enhancing strategic network partnerships. We
are also working to maximise the opportunities available for Vodafone
Business from EU recovery funding programmes, which will be particularly
significant in Spain.
Position Vodafone Business to maximise EU recovery
funding opportunities
The European Commission has launched a series of funding programmes
with €723.8 billion available under the banner ‘NextGenerationEU’. These
include the Recovery and Resilience facility, which combines €385.8 billion
of loans and €338 billion of grants available to European Union Member
States. Of these grants, approximately 70% are being allocated to European
Union Member States in which Vodafone has an operating presence.
These grants are planned to be 70% committed by the end of 2022.
The range of funding presents a direct and indirect opportunity given
that at least 20% of the total funding is planned to support the European
Commission’s digital transformation agenda. We are tracking the progress
of funding applications and approvals at the project level.
Scan or click to watch our Chief Executive giving
a more detailed review of our strategic progress
within an accompanying video presentation:
investors.vodafone.com/videos
18
Vodafone Group Plc
Annual Report 2022
Strategic review (continued)
Strategic report
Governance
Financials
Other information
Well placed to manage challenging
macroeconomic conditions
The macroeconomic climate presents specific challenges for our sector
to navigate and we are organised to effectively balance our regional
scale and local agility. We are prioritising a series of actions to mitigate
the current macroeconomic challenges.
Macroeconomic challenges for our sector
Whilst Vodafone and the broader telecommunications sector are well
positioned to deliver relatively resilient financial performance during
periods of macroeconomic uncertainty, there are specific challenges
to be managed. Firstly, rising energy costs will have an impact on our
financial performance in the year ahead. In FY22, our total electricity
usage was 5.9 TWh, with a total cost of €846 million.
Energy price increases are feeding through into a broader inflationary
environment, with the European Central Bank forecasting the Harmonised
Index of Consumer Prices to be in the range of 1.9% to 5.1% during
2022-2024. These inflationary pressures are beginning to impact
customer confidence, both consumers and businesses.
Our sector and many others have experienced increased volatility in
supply chains and an increase in logistics costs. Also, across Europe
many organisations have experienced an increase in the both the
volume and sophistication of cyber-attacks. This is leading to an
increase in the expectations of governments to ensure organisations’
cyber defences are secure and resilient.
Balancing regional scale and local agility
We believe that we are well-positioned within the sector to navigate
the current macroeconomic environment. We are organised to ensure
the optimal balance between ensuring local agility, whilst delivering
significant benefits of scale through standardisation at a regional level.
In-market autonomy ensures local agility
Our local in-country teams are best placed to understand the needs
of their local market and make appropriate decisions, with end-to-end
accountability. Our in-country leadership teams have full control over
their P&L and capital allocation, as well as ensuring they have the optimal
local team structures.
This end-to-end accountability is matched by full autonomy over product,
pricing and marketing decisions for their market. This ensures each country
operation can remain agile in highly dynamic and competitive markets. Our
local markets also benefit from sharing best practice and, when decided
locally, adopting best practices developed in other markets. For example,
Vodafone UK developed investment-linked pricing structures, which
have now been implemented in four other European markets. Similarly,
Vodafone Spain developed a second brand, ‘Lowi’, to compete more
effectively in the value segment. This approach has now been adopted
in a localised manner in the majority of our other European markets.
Each local country operation also has full control over its channel and
customer journeys. Again, each market often chooses to benefit from
best practices developed in other markets. For example, the MyVodafone
app, which has chosen to be taken and adopted by 12 markets and is
enjoyed by 52 million customers.
Regional standardisation delivers scale benefits
To ensure our country operations receive the full benefits of being part of
a larger Group, we are structured to deliver efficient operational support
through regionally scaled services. The connectivity value chain has a
high degree of replicable and repeatable services across each of our
markets. This is essential to compete against the local incumbent
operators who benefit from historically derived local scale.
We continue to simplify our approach to networks and technology
through integrating our European network, IT and digital teams. The
aim was to drive efficiency, increase speed of execution, standardise
key processes, and codify the best solutions for implementation across
all of our markets. Through standardisation of what equipment and
software we use, we can then in turn standardise how our networks are
constructed and operated. This standardisation delivers both cost and
capital efficiencies, together with enhancements in network quality. For
example, we reported a 42% year-on-year reduction in incidents across
our networks and a significant step-up in network testing results.
Secondly, through combining the purchasing power of our business
across Europe and Africa we improve both the efficiency and resilience
of our supply chains. We have consolidated our supplier management
function into a single procurement company. The Vodafone Procurement
Company manages global tenders and allows us to generate over
€600 million in annual savings compared to standalone operators. For
example, following the acquisition of the Liberty assets in Germany and
Central and Eastern Europe, we have delivered a double-digit percentage
saving. The efficiency of our procurement is further demonstrated by
independent operators paying to access our pooled procurement,
alongside other services, through our ‘Partner Markets’ business.
Thirdly, we manage our IT operations, network operating centres and
back-office activities through four Shared Service Centres (‘_VOIS’)
in India, Egypt and Eastern Europe. Over a third of the cumulative
€1.5 billion net opex savings made between FY19 and FY22 in Europe
and Common Functions were generated through integrating activities
into _VOIS and driving digitisation at speed. Approximately 30% of the
Group’s team members work in _VOIS and other shared operations,
and over the last four years, we have delivered 8,200 role efficiencies.
Actions underway to mitigate macroeconomic challenges
Through further optimisation of the balance between in-market agility
and efficient regional standardisation we have a number of initiatives
underway to effectively manage the macroeconomic challenges in our
sector. Key areas of focus are improving our commercial agility at a local
level and further enhancing our operational efficiency at a regional level.
Initiatives to improve our commercial agility include expansion of our
investment-linked pricing programme and expansion of our flexible
contract pricing structures, which enable consumers to ‘flex’ the
length of contracts and monthly payments. We are also extending the
attractiveness of converged connectivity products, which increase the
loyalty rates of our consumer customers.
Initiatives underway to further enhance our operational efficiency
include expanding the use of power purchase agreements to lock-in
electricity supply and pricing over longer periods and remaining agile
in the re-deployment of tasks to regional centres of excellence, in lower
cost locations.
18
Vodafone Group Plc
Annual Report 2022
Strategic review (continued)
Strategic report
Governance
Financials
Other information
19
Vodafone Group Plc
Annual Report 2022
Strategic report
Governance
Financials
Other information
Well placed to manage challenging
macroeconomic conditions
The macroeconomic climate presents specific challenges for our sector
to navigate and we are organised to effectively balance our regional
scale and local agility. We are prioritising a series of actions to mitigate
the current macroeconomic challenges.
Macroeconomic challenges for our sector
Whilst Vodafone and the broader telecommunications sector are well
positioned to deliver relatively resilient financial performance during
periods of macroeconomic uncertainty, there are specific challenges
to be managed. Firstly, rising energy costs will have an impact on our
financial performance in the year ahead. In FY22, our total electricity
usage was 5.9 TWh, with a total cost of €846 million.
Energy price increases are feeding through into a broader inflationary
environment, with the European Central Bank forecasting the Harmonised
Index of Consumer Prices to be in the range of 1.9% to 5.1% during
2022-2024. These inflationary pressures are beginning to impact
customer confidence, both consumers and businesses.
Our sector and many others have experienced increased volatility in
supply chains and an increase in logistics costs. Also, across Europe
many organisations have experienced an increase in the both the
volume and sophistication of cyber-attacks. This is leading to an
increase in the expectations of governments to ensure organisations’
cyber defences are secure and resilient.
Balancing regional scale and local agility
We believe that we are well-positioned within the sector to navigate
the current macroeconomic environment. We are organised to ensure
the optimal balance between ensuring local agility, whilst delivering
significant benefits of scale through standardisation at a regional level.
In-market autonomy ensures local agility
Our local in-country teams are best placed to understand the needs
of their local market and make appropriate decisions, with end-to-end
accountability. Our in-country leadership teams have full control over
their P&L and capital allocation, as well as ensuring they have the optimal
local team structures.
This end-to-end accountability is matched by full autonomy over product,
pricing and marketing decisions for their market. This ensures each country
operation can remain agile in highly dynamic and competitive markets. Our
local markets also benefit from sharing best practice and, when decided
locally, adopting best practices developed in other markets. For example,
Vodafone UK developed investment-linked pricing structures, which
have now been implemented in four other European markets. Similarly,
Vodafone Spain developed a second brand, ‘Lowi’, to compete more
effectively in the value segment. This approach has now been adopted
in a localised manner in the majority of our other European markets.
Each local country operation also has full control over its channel and
customer journeys. Again, each market often chooses to benefit from
best practices developed in other markets. For example, the MyVodafone
app, which has chosen to be taken and adopted by 12 markets and is
enjoyed by 52 million customers.
Regional standardisation delivers scale benefits
To ensure our country operations receive the full benefits of being part of
a larger Group, we are structured to deliver efficient operational support
through regionally scaled services. The connectivity value chain has a
high degree of replicable and repeatable services across each of our
markets. This is essential to compete against the local incumbent
operators who benefit from historically derived local scale.
We continue to simplify our approach to networks and technology
through integrating our European network, IT and digital teams. The
aim was to drive efficiency, increase speed of execution, standardise
key processes, and codify the best solutions for implementation across
all of our markets. Through standardisation of what equipment and
software we use, we can then in turn standardise how our networks are
constructed and operated. This standardisation delivers both cost and
capital efficiencies, together with enhancements in network quality. For
example, we reported a 42% year-on-year reduction in incidents across
our networks and a significant step-up in network testing results.
Secondly, through combining the purchasing power of our business
across Europe and Africa we improve both the efficiency and resilience
of our supply chains. We have consolidated our supplier management
function into a single procurement company. The Vodafone Procurement
Company manages global tenders and allows us to generate over
€600 million in annual savings compared to standalone operators. For
example, following the acquisition of the Liberty assets in Germany and
Central and Eastern Europe, we have delivered a double-digit percentage
saving. The efficiency of our procurement is further demonstrated by
independent operators paying to access our pooled procurement,
alongside other services, through our ‘Partner Markets’ business.
Thirdly, we manage our IT operations, network operating centres and
back-office activities through four Shared Service Centres (‘_VOIS’)
in India, Egypt and Eastern Europe. Over a third of the cumulative
€1.5 billion net opex savings made between FY19 and FY22 in Europe
and Common Functions were generated through integrating activities
into _VOIS and driving digitisation at speed. Approximately 30% of the
Group’s team members work in _VOIS and other shared operations,
and over the last four years, we have delivered 8,200 role efficiencies.
Actions underway to mitigate macroeconomic challenges
Through further optimisation of the balance between in-market agility
and efficient regional standardisation we have a number of initiatives
underway to effectively manage the macroeconomic challenges in our
sector. Key areas of focus are improving our commercial agility at a local
level and further enhancing our operational efficiency at a regional level.
Initiatives to improve our commercial agility include expansion of our
investment-linked pricing programme and expansion of our flexible
contract pricing structures, which enable consumers to ‘flex’ the
length of contracts and monthly payments. We are also extending the
attractiveness of converged connectivity products, which increase the
loyalty rates of our consumer customers.
Initiatives underway to further enhance our operational efficiency
include expanding the use of power purchase agreements to lock-in
electricity supply and pricing over longer periods and remaining agile
in the re-deployment of tasks to regional centres of excellence, in lower
cost locations.
Committed to improving shareholder returns
Following the launch of the second phase of our strategy to be the
new generation connectivity and digital services provider for Europe and
Africa, we conducted an extensive portfolio review to assess the optimal
structure to execute our strategy and create value for our shareholders.
Historically, our Group has been managed as a combination of
geographically focused operating companies, which draw from a range
of shared services. Over the last three years, we have been evolving
our business model and organisational structures to operate in a
more streamlined and agile matrix, recognising the importance of local,
in-market scale and capabilities, as well as generating further value from
the scale and breadth of our footprint.
We manage our Group through four group-wide operational layers:
A. infrastructure assets;
B. shared operations;
C. growth platforms; and
D. retail and customer service.
Infrastructure assets
Our converged connectivity infrastructure is largely managed through
three components: passive mobile, active mobile and fixed.
Our passive mobile infrastructure is now primarily held and operated
through Vantage Towers’ network of around 83,000 towers across
10 European markets. The Vantage Towers IPO was completed
successfully in March 2021 and the company has a current market
capitalisation of €16 billion. We continue to own and operate our active
mobile infrastructure in Europe directly, which includes 117,000 radios.
In addition, our African operations operate a further 42,000 radios and
22,000 towers. We reached network sharing partnerships in 10 markets
between FY19 and FY22 and are committed to enhancing asset utilisation
through further network sharing. By separating and listing Vantage Towers
at pace, it is now in a prime position to drive further consolidation within
the European sector, which in turn will provide Vantage Towers further
strategic flexibility. We are actively pursuing accretive bolt-on transactions
and industrial merger opportunities, which could lead to the deconsolidation
of Vantage Towers from the Group and monetisation of our holding
over time.
Our fixed connectivity infrastructure comprises consumer connectivity
networks, mobile backhaul, and international terrestrial and submarine
connections. Across the Group, our fixed connectivity networks include
1.6 million kilometres of fibre and coaxial cable infrastructure. Our
approach to operating our connectivity infrastructure was discussed at a
recent investor briefing, in which we outlined our unified pan-European
technology organisational structure. We are actively exploring further
opportunities for our fixed network assets to improve asset utilisation,
including a joint venture in Germany to support investment in full
fibre-to-the-premises where there is demand from our housing
association customers and expand the reach of our network.
Scan or click to watch our case study
on leading gigabit networks:
investors.vodafone.com/videos
Shared operations
As discussed on earlier, the connectivity value chain involves a
high degree of repeatable processes across all our markets, such as
procurement, network deployment, network operations, sales activities,
customer support operations, and billing and transaction processing.
As one of the largest global connectivity providers, we have a significant
opportunity to standardise processes across markets, relocate operations
to lower cost centres of excellence and apply automation at scale,
delivering best-in-class efficiency levels. Our shared operations are
delivering over €400 million of operating cost savings per annum.
In addition to the regional standardisation of networks, procurement and
shared services, our Vodafone Roaming Services operation manages our
global roaming relationships with other operators, our Vodafone Carrier
Services business provides wholesale connectivity services, and our
Partner Market’s team works with 30 local operators in building strategic
alliances and extending our reach into different markets. These functions
generate over €250 million revenue and cost savings annually.
We have made good progress over the last four years, however there
is still scope for further efficiencies, particularly with respect to network
operations and digital services platforms.
Growth platforms
Over the last few years, we have invested in digital capabilities and
scalable technology to build three digital growth platforms, which were
discussed at a recent investor briefing.
Leading digital consumer services
Complementary digital services play a crucial role in deepening
relationships with consumers, in addition to having attractive economic
models. We now have over 50 million customers subscribing to a digital
service, which leads to higher ARPU, improved distribution efficiency,
higher NPS and lower churn. We are focused on further developing our
strong positions in consumer IoT, Vodafone TV, home services, device
lifecycle services and loyalty applications.
Scan or click to watch our case study
on digital consumer services:
investors.vodafone.com/videos
The global IoT connectivity leader
Vodafone’s IoT service was established in 2008 and has grown to
be the largest IoT connectivity provider globally, with 150 million
devices connected. Vodafone IoT has been recognised as a leader in
managed connectivity by Gartner every year since 2014. Vodafone IoT
currently generates €0.9 billion annual revenue with double-digit revenue
growth and a strong double-digit ROCE. The total addressable market is
€10 billion and expected to grow 16% p.a., with further stimulus from the
NextGenerationEU recovery plan funding, supporting Vodafone’s further
expansion into end-to-end IoT services. We are currently in the process
of enabling a separation of Vodafone IoT, as greater independence from
Vodafone will help to accelerate the platform’s growth and attractiveness
to both new customers and connectivity partners.
Scan or click to watch our case study on IoT:
investors.vodafone.com/videos
The leading FinTech in Africa
Since formation in 2007 as a money transfer service, Vodafone’s
financial services businesses in Africa – encompassing Vodacom Group,
Safaricom and Vodafone Egypt – have collectively grown to be the
leading FinTech in Africa. Including Safaricom, the Vodacom Group has
52.4 million customers, transacting €24.8 billion per month. In FY22 we
generated €336 million service revenue from M-Pesa and other financial
services, excluding Safaricom. Our African FinTech business has significant
growth opportunities through penetration growth in existing markets,
expanding into new markets and scaling new products, including the
recent launch of the VodaPay ‘super-app’ in South Africa. The Vodacom
Group has clear financial ambitions to grow its new services, which include
financial services, at or above 20% CAGR. We have completed the legal
separation of our FinTech business at a local country level, which enables
us to accelerate the pace of growth, supporting a pathway of monetisation
over time.
Scan or click to watch our case study on FinTech:
investors.vodafone.com/videos
20
Vodafone Group Plc
Annual Report 2022
Strategic review (continued)
Strategic report
Governance
Financials
Other information
Retail and customer service
Europe Consumer
In Europe, we are a leading converged connectivity provider with
almost 9 million converged customers, 114 million mobile connections,
145 million marketable NGN broadband homes, and we have launched
5G in 294 cities in 11 markets in Europe.
Over the last decade, the performance of the European telecommunications
industry has been weaker than other regions, which market commentators
largely attribute to its regulatory environment. European regulation
has been driving increasingly fragmented market structures, compared
with North America or Asia. Sustained price deflation and the inability
to derive cost synergies from scale have impacted sector returns, which
in turn limits the sustainability of capital investment in critical national
infrastructure. As noted above, Germany has benefited from a more
sustainable competitive environment compared to many other
markets in Europe and those markets would benefit from further
in-market consolidation. We are pragmatically pursuing value accretive
in-market consolidation to deliver sustainable market structures in our
major European markets.
Click or scan to watch our digital services
and experiences investor briefing:
investors.vodafone.com/digital-services
Vodafone Business
Vodafone Business is a key growth driver for the Group, representing
27% of service revenue in the period. We operate in attractive markets
with a compelling structural opportunity, with expected addressable
market growth of c.8% per annum. Our strategy is grounded in our
purpose to connect for a better future and is focused on three core
elements. Firstly, to be the trusted partner for small and medium-sized
enterprises. Secondly, to be the gigabit connectivity provider of choice
to large enterprises. Thirdly, to be the leading end-to-end provider of IoT
solutions for every organisation.
Click or scan to watch our Vodafone Business
investor briefing:
investors.vodafone.com/vbbriefing
Africa Consumer
In Africa, we are the leading provider of mobile data and mobile payment
services. We have 185 million mobile customers in eight markets and we
are the leading mobile connectivity provider by revenue market share in
seven markets.
On 10 November 2021, we announced that we have agreed to
transfer our 55% shareholding in Vodafone Egypt to Vodacom Group,
our African subsidiary, for €2,722 million on a debt free, cash free basis.
The integration of Vodafone Egypt into Vodacom follows a series of other
portfolio simplification transactions which have helped Vodacom become
a pan-African connectivity and financial services powerhouse. Including
Egypt, Vodacom will have number 1 market positions in seven countries
with combined populations over more than 500 million people. We will
move at pace with the imminent integration of Vodafone Egypt, which will
benefit from closer cooperation with Vodacom, enabling it to accelerate
growth in financial services and IoT.
Click or scan to watch our digital services
and experiences investor briefing:
investors.vodafone.com/digital-services
To summarise, we have three priority areas to optimise
our business structure during FY23, with a further three
value-creating structural enhancements underway.
FY23 portfolio priorities:
– We are pursuing options for Vantage Towers that will enable it to increase
its pan-European industrial scale, whilst also realising value for Vodafone’s
shareholders and enabling deconsolidation from Vodafone, to further
simplify the Group’s structure;
– We are in the final steps of completing the transfer of Vodafone’s
holding in Vodafone Egypt to Vodacom, which creates value for
Vodafone shareholders, enhances the diversification and growth
profile of Vodacom and further simplifies the Group’s structure; and
– We continue to pursue pragmatic in-market mobile consolidation
opportunities in Europe that will strengthen our market position and
create value for our shareholders.
Additional value-creating structural enhancements
– We have started discussions with potential joint venture partners to
enable further investment in our fixed network infrastructure, including
full fibre-to-the-premises where there is demand from our housing
association customers, and nearby locations that are not currently
covered by our network;
– We are currently in the process of enabling a separation of Vodafone
IoT, which will enable greater independence from Vodafone to
accelerate its growth and attractiveness to both new customers
and connectivity partners; and
– We have completed the legal separation of our FinTech business at a
local country level, which enables us to accelerate the pace of growth,
supporting a pathway towards monetisation over time.
Successful execution of these portfolio actions will further simplify
Vodafone’s operations, enhance the visibility of value to equity markets
and most importantly, ensure we are organised in the optimal structure
to deliver our long-term organic growth strategy as a next-generation
connectivity and digital services provider in Europe and Africa.
Outlook for FY23
Our performance during FY22 has been in line with our expectations and
demonstrates the relative resilience of our operating model. We remain
focused on the delivery of the next phase of our strategy.
The current macroeconomic climate presents specific challenges, and
is likely to have an impact on our financial performance in the year ahead. Whilst
our business model is relatively more resilient than many others, there are
specific challenges to be managed. The war in Ukraine and energy price
increases are contributing to a broader inflationary environment, and these
inflationary pressures are beginning to impact customer confidence. Our
sector and many others have also experienced increased volatility in
supply chains and an increase in logistics costs. We have a number of
initiatives underway to mitigate these macroeconomic challenges.
Based on this assessment of the global macroeconomic outlook:
– Adjusted EBITDAaL1 is expected to be between €15.0 - €15.5 billion
in FY23; and
– Adjusted free cash flow1 is expected to be c.€5.3 billion in FY23.
Note:
1. These line items are alternative performance measures which are non-GAAP measures.
See ’Non-GAAP measures’ on page 223 for more information.
Strategic report
Governance
Financials
Other information
21
Vodafone Group Plc
Annual Report 2022
Strategic report
Governance
Financials
Other information
Our people strategy
Our people strategy
We are transforming to become a new generation
connectivity and digital services provider for Europe
and Africa. Our people strategy accelerates this
transformation, by seeking to create an inclusive
environment for growth, where everyone has the
opportunity to thrive.
The Spirit of Vodafone
Our culture – the ‘Spirit of Vodafone’ – outlines the beliefs we stand for
and the behaviours that enable our strategy and purpose.
This year we have continued embedding Spirit throughout the
organisation, focusing on transforming our culture through addressing
habits, leadership, systems and processes. In May 2020, we introduced
a bi-annual employee survey called ‘Spirit Beat’ to measure culture
and its impact. The results demonstrate how Spirit behaviours are being
embedded in the employee experience and confirm the positive impact
of these behaviours in driving performance.
Spirit Beat surveys
Behaviour
Earn customer loyalty
Experiment, learn fast
Create the future
Get it done, together
Overall Spirit index1
Response rate
Sept 2021
74
78
75
77
76
80%
Jan 2021
72
77
75
76
75
86%
Note:
1. The overall Spirit index reflects the average of the four Spirit behaviour scores.
Following each survey, employees receive personalised and artificial
intelligence-driven ‘nudges’ based on their confidential responses over
a 20-week period. These nudges support behaviour change, consolidate
new habits, and create a continuous feedback loop, with over two million
nudges deployed since May 2020. Based on responses from the latest
survey, 68% of colleagues found nudges useful, and analysis has shown
that teams with managers who embraced Spirit and took action had
a higher Spirit Index (+8) and engagement score (+9) compared to
managers who did not.
Improvements in team Spirit index results are also associated
with better business outcomes in customer operations centres.
For example, we have identified a positive relationship with First Call
Resolution (‘FCR’) and Transactional Net Promoter Score (‘tNPS’) metrics.
Each point increase in the Spirit Index consistently predicts an increase
in both FCR and tNPS.
In addition to Spirit Beat, we ran three pulse surveys to listen to
employee feedback during the pandemic across the year. We
continued to observe high scores with employees feeling connected
to their team (80 in April 2021, 81 in both July and November 2021)
and expressing positivity about the future in how we work at Vodafone
(79 in April 2021, July and November 2021). We have also seen an
increase in how employees are feeling (72 in April, 75 in both July
and November 2021). The results have informed our response to
COVID-19 and the formation of new ways of working post-pandemic.
They also demonstrated employees’ pride in Vodafone’s response to the
pandemic and praise for the hybrid working policy. We will continue to
listen to our employees through Spirit Beat and pulse surveys to inform
how we design and improve the employee experience.
Leadership at Vodafone
Senior leadership are accountable for our culture transformation.
The Board reviews progress on employee engagement and Spirit on a
regular basis, and the Executive Committee monitors key achievements
in embedding Spirit and considers further opportunities to drive growth
and transformation.
Leadership is essential for driving transformation, and we have invested in
developing inclusive leaders who drive growth and innovation, act as role
models, coach and empower teams, and lead with Spirit. In October 2021,
we launched the Vodafone Leadership Standards to create a consistent
understanding of what it takes to successfully lead with Spirit.
The Vodafone Leadership Standards are being embedded throughout
the leadership development journey and the new ‘Spirit Accelerator’
programme. From April 2022, over 300 senior leaders will experience
‘Spirit Accelerator 2.0’, which will focus on enhancing their leadership
capability to drive growth and transformation, deliver operational
excellence, amplify customer experience and loyalty, and continue to
create a culture of inclusion. Our newly introduced 360 feedback tool
will further support our leaders’ development.
We continue to embed Spirit in Company policies, employee journeys
and organisational rituals. We are supporting managers to demonstrate
Spirit as they transition with their teams into hybrid working and are
using updated leadership assessment methodologies to reflect Spirit
behaviours. We introduced quarterly ‘Spirit of Vodafone Days’ to provide
dedicated space for personal growth, wellbeing, and connection across
all markets and we run a global recognition programme that celebrates
those who demonstrate Spirit behaviours. We also continue to develop
‘LaunchPad’, our global employee-led innovation platform which helps
‘Create the Future’. In the two years since it has been operational, our
employees have submitted over 2,000 ideas, ranging from e-waste
recycling, Internet of Things (‘IoT’) marketplaces to cloud smartphones.
We are seeing the value from ideas that have come through the process,
for example ‘Scam Signal’ is a Vodafone application that helps businesses
combat fraud and cyber crime while improving customer experience by
utilising our network to identify bank transfer scams in real time.
Agile and efficient operating model
Our Group operating model is designed to maximise the effectiveness
of the local market operations by enabling them to benefit from the
Group’s scale across Europe and Africa, whilst at the same time being
able to respond quickly and effectively to market conditions and
customer needs.
Read more about how we balance regional scale
and local agility on pages 11 and 18
Read more about our headcount
on page 38
20
Vodafone Group Plc
Annual Report 2022
Strategic review (continued)
Retail and customer service
Europe Consumer
In Europe, we are a leading converged connectivity provider with
almost 9 million converged customers, 114 million mobile connections,
145 million marketable NGN broadband homes, and we have launched
5G in 294 cities in 11 markets in Europe.
Over the last decade, the performance of the European telecommunications
industry has been weaker than other regions, which market commentators
largely attribute to its regulatory environment. European regulation
has been driving increasingly fragmented market structures, compared
with North America or Asia. Sustained price deflation and the inability
to derive cost synergies from scale have impacted sector returns, which
in turn limits the sustainability of capital investment in critical national
infrastructure. As noted above, Germany has benefited from a more
sustainable competitive environment compared to many other
markets in Europe and those markets would benefit from further
in-market consolidation. We are pragmatically pursuing value accretive
in-market consolidation to deliver sustainable market structures in our
major European markets.
Click or scan to watch our digital services
and experiences investor briefing:
investors.vodafone.com/digital-services
Vodafone Business
Vodafone Business is a key growth driver for the Group, representing
27% of service revenue in the period. We operate in attractive markets
with a compelling structural opportunity, with expected addressable
market growth of c.8% per annum. Our strategy is grounded in our
purpose to connect for a better future and is focused on three core
elements. Firstly, to be the trusted partner for small and medium-sized
enterprises. Secondly, to be the gigabit connectivity provider of choice
to large enterprises. Thirdly, to be the leading end-to-end provider of IoT
solutions for every organisation.
Click or scan to watch our Vodafone Business
investor briefing:
investors.vodafone.com/vbbriefing
Africa Consumer
seven markets.
In Africa, we are the leading provider of mobile data and mobile payment
services. We have 185 million mobile customers in eight markets and we
are the leading mobile connectivity provider by revenue market share in
On 10 November 2021, we announced that we have agreed to
transfer our 55% shareholding in Vodafone Egypt to Vodacom Group,
our African subsidiary, for €2,722 million on a debt free, cash free basis.
The integration of Vodafone Egypt into Vodacom follows a series of other
portfolio simplification transactions which have helped Vodacom become
a pan-African connectivity and financial services powerhouse. Including
Egypt, Vodacom will have number 1 market positions in seven countries
with combined populations over more than 500 million people. We will
move at pace with the imminent integration of Vodafone Egypt, which will
benefit from closer cooperation with Vodacom, enabling it to accelerate
growth in financial services and IoT.
Click or scan to watch our digital services
and experiences investor briefing:
investors.vodafone.com/digital-services
To summarise, we have three priority areas to optimise
our business structure during FY23, with a further three
value-creating structural enhancements underway.
FY23 portfolio priorities:
– We are pursuing options for Vantage Towers that will enable it to increase
its pan-European industrial scale, whilst also realising value for Vodafone’s
shareholders and enabling deconsolidation from Vodafone, to further
simplify the Group’s structure;
– We are in the final steps of completing the transfer of Vodafone’s
holding in Vodafone Egypt to Vodacom, which creates value for
Vodafone shareholders, enhances the diversification and growth
profile of Vodacom and further simplifies the Group’s structure; and
– We continue to pursue pragmatic in-market mobile consolidation
opportunities in Europe that will strengthen our market position and
create value for our shareholders.
Additional value-creating structural enhancements
– We have started discussions with potential joint venture partners to
enable further investment in our fixed network infrastructure, including
full fibre-to-the-premises where there is demand from our housing
association customers, and nearby locations that are not currently
covered by our network;
– We are currently in the process of enabling a separation of Vodafone
IoT, which will enable greater independence from Vodafone to
accelerate its growth and attractiveness to both new customers
and connectivity partners; and
– We have completed the legal separation of our FinTech business at a
local country level, which enables us to accelerate the pace of growth,
supporting a pathway towards monetisation over time.
Successful execution of these portfolio actions will further simplify
Vodafone’s operations, enhance the visibility of value to equity markets
and most importantly, ensure we are organised in the optimal structure
to deliver our long-term organic growth strategy as a next-generation
connectivity and digital services provider in Europe and Africa.
Outlook for FY23
Our performance during FY22 has been in line with our expectations and
demonstrates the relative resilience of our operating model. We remain
focused on the delivery of the next phase of our strategy.
The current macroeconomic climate presents specific challenges, and
is likely to have an impact on our financial performance in the year ahead. Whilst
our business model is relatively more resilient than many others, there are
specific challenges to be managed. The war in Ukraine and energy price
increases are contributing to a broader inflationary environment, and these
inflationary pressures are beginning to impact customer confidence. Our
sector and many others have also experienced increased volatility in
supply chains and an increase in logistics costs. We have a number of
initiatives underway to mitigate these macroeconomic challenges.
Based on this assessment of the global macroeconomic outlook:
– Adjusted EBITDAaL1 is expected to be between €15.0 - €15.5 billion
in FY23; and
– Adjusted free cash flow1 is expected to be c.€5.3 billion in FY23.
Note:
1. These line items are alternative performance measures which are non-GAAP measures.
See ’Non-GAAP measures’ on page 223 for more information.
22
Vodafone Group Plc
Annual Report 2022
Strategic report
Governance
Financials
Other information
Our people strategy (continued)
Diverse talent and future ready skills
As we evolve our operating model and execute our strategy, we are
focused on developing diverse talent for the future and building future
skills by accelerating reskilling and upskilling at scale.
During the year, we reviewed our talent and succession pools across
senior roles. These are ultimately discussed and approved at the annual
Executive Committee talent review and are also shared with the Board.
Gender diversity of the executive succession pools increased to 38%
from 31% in the prior year. We have also adopted a consistent set
of assessment tools to support the selection and development of
senior leaders.
Read more about workplace equality
on pages 38 to 40
Our transformation into a new generation connectivity and digital services
provider requires new skills and capabilities in the organisation, such as
software engineering, automation and data analysis. In October 2021,
we announced our ambition to hire 7,000 software engineers by
2025, through a combination of recruitment, reskilling and insourcing.
In support, we launched a global recruiting playbook, invested in
recruitment campaigns across nine markets and redesigned the global
careers site. In June 2021, we also introduced a ‘Technical Career Path’
to allow engineering experts to grow and develop their careers by
leveraging their deep expertise.
Local markets are also focused on developing key strategic skills
to execute our strategy. For example, in FY19 the Vodacom Group
introduced the ‘#1MoreSkill’ digital development initiative that allows
employees to develop new critical skills in agile, software engineering,
cyber security and IoT. In FY22, 21% of Vodacom South Africa
employees completed training in one of these skills and 55% of
employees redeployed to new roles in Vodacom had been reskilled
or upskilled through this initiative. In FY21, Italy launched a skills
transformation pilot, involving 10 functions and covering more than
4,600 employees. To date 1,350 have been upskilled and 1,329 reskilled.
Of those reskilled, 271 have been redeployed to new roles. As a further
example, Turkey has launched seven reskilling initiatives whereby
employees receive training in emerging skills such as cyber security,
DevOps, data science and customer experience. By the end of FY22,
29% of participating employees had been redeployed to new roles.
We continue to support the personal and professional growth of people
through online learning initiatives. During the year, 85% of employees
completed non-mandatory training, with an average of 1.25 hours
per month. We invested an average of €542 for both mandatory and
non-mandatory training for each employee to build future capabilities
and issued 96,550 LinkedIn Learning and 14,000 O’Reilly licences.
Spirit of Vodafone Days also had a positive impact with a 287% increase
in formal online learning with over 24,000 hours of learning taking place
on those two days alone.
To execute the strategy and bring purpose to life, we continued to
invest in youth hiring (6,430 hires, of which 771 graduates) whilst
providing digital learning experiences to 95,664 young people, through
local work experience programmes and initiatives. During the year, we
also hired 346 apprentices with local programmes that aim to grow future
talent and skills in areas such as cyber security, network engineering and
software engineering through work-based learning and qualifications.
To accelerate skills transformation and create a learning culture, we are
introducing a new operating model for learning, talent, leadership, and
skills – the global Vodafone Learning Organisation (‘VLO’). The VLO will
deliver a higher-quality, consistent and more impactful development
experience for all of our employees. It will also help us to be recognised
as a workplace where growing never stops and learning is a fundamental
part of every individual’s experience at Vodafone.
In March 2022, we launched a campaign offering fast-track employment
and relocation support for Ukrainians and other nationals seeking work
outside of their home country due to the war or other humanitarian
crisis. We received over 1,000 applications by the end of April 2022 and
hired new employees in Luxembourg, the UK, Romania and Germany at
specialist, manager and senior manager levels in areas such as networking
engineering, logistics, financial analytics and quality assurance testing.
Digital and personalised experience
Future ready ways of working
Based on knowledge gained through the pandemic and external
research, in March 2021 we launched Future Ready Vodafone, a
global policy providing flexibility on how and where employees work.
The new policy sets global standards for hybrid working including an
expected average of two to three days a week working from the office
(depending on the role) and the support for home office equipment. In
September 2021, the option to work from another country during the
year for a maximum of 20 days was added to the same policy. We will
continue to keep our flexible working policies under review as we learn
from our experience in this area.
Hubs for talent and innovation
Where appropriate, the remote hiring policy allows teams to source skills
across our footprint. This year, a new centralised European Research and
Development (‘R&D’) centre opened in Malaga, Spain. A second centre
will open in Dresden, Germany, later this year. These hubs specialise in
developing new technology solutions and digital services such as unified
communications and Internet of Things (‘IoT’) and will create more than
600 highly skilled jobs.
Office space
The shift to hybrid working has redefined the role of the office and
inspired us to create a new global office design primarily for collaboration
and connection. We experimented in Spain, South Africa and the UK, and
based on pilot feedback, offices in the Czech Republic, Luxembourg and
_VOIS Hungary have been redesigned.
Last year, a new booking system for desks and collaboration spaces was
implemented to help transition to the new ways of working and gather
information about employees’ behaviours in the hybrid model. A new
initiative called ‘Office in a Box’ was implemented to support employees’
wellbeing while working from home, providing an adequate virtual office
setup at home following a self-assessment.
Mental health and wellbeing
We remain focused on physical and mental wellbeing, with a variety of
training and services available in each market. Provision of employee
assistance programmes and psychological support services continued
to grow. Many markets now have mental health first aiders, wellbeing
ambassadors, mental health champions or the local equivalent; in the UK
we have around 250, alongside 700 managers who are trained in mental
health awareness.
We also launched a standardised mental health toolkit across all
markets. The toolkit provides a better understanding of mental health
and support to anyone going through challenges or those helping a
colleague, family member or friend. In June 2021, for Men’s Health Week
we ran a dedicated session on Men’s Mental Health. In October, for World
Mental Health Day we ran a series of global sessions ranging from dance
sessions, leaders’ mental health training and supporting young people
through grief and loss. In February 2022, the annual Global Wellbeing
Week sessions were attended by over 6,000 employees and our Senior
Leadership Team, covering mental health and cancer awareness.
Click to read more about mental health and wellbeing:
vodafone.com/wellbeing
Strategic report
Governance
Financials
Other information
23
Vodafone Group Plc
Annual Report 2022
Strategic report
Governance
Financials
Other information
Employee forums
We have a number of employee forums where elected employee
representatives represent the views of their colleagues. During the
year, the European employee forum met twice, and the South African
employee forum met four times. The Board’s Workforce Engagement
Lead, Valerie Gooding, attended one of each forum during the year to
gather employee views, with the key discussion topics from the meetings
including Future Ready ways of working, our response to COVID-19 and
progress on our Fair Pay agenda.
Read more about the Board’s engagement with the
employee voice on page 91
Pay and benefits
As part of the people experience, we continue to ensure pay, benefits,
and wellbeing propositions are competitive and fair. Pay is typically
reviewed on an annual basis, with increases aligned to an individual’s
level of skills and experience as well as external factors like market
competition and inflation. Our total reward approach also encourages
collective performance and ‘in the moment’ recognition. For example
21,117 peer to peer ‘Thank You’s’ and 60,196 cash Star awards were
issued through a recognition tool during the year.
We continue to apply Fair Pay principles across all markets, working with
the Fair Wage Network to ensure a good standard of living in each market.
In the UK, our commitment to these principles is reflected in how the
Living Wage Foundation has recently certified us as an Accredited Living
Wage employer.
Read more about our Fair Pay principles
on page 106
Click to read more about Fair Pay at Vodafone:
vodafone.com/fair-pay
Digital experience
Our people experience is informed by employee insights and guided by
our culture. This year we worked on providing a more digital employee
experience by establishing ‘Grow with Vodafone’, an integrated talent
acquisition, skills and learning platform. This significantly enhances
the recruiting and learning experience, whilst giving employees greater
ownership of their individual learning and career development. The
platform provides three main features:
– Grow your Skills: Enables individuals to build a unique skills profile
enabling personalised learning and career recommendations, as well
as supporting upskilling opportunities.
– Grow your Learning: Smart technology drives personalised learning
recommendations to help each employee achieve their career goals
whilst also driving a culture where growing never stops.
– Grow your Career: Provides role recommendations based
on skills and experience to candidates. It also offers optimised
recruiter and hiring manager experience by prioritising the most
suitable applications.
By the end of March 2022, over 13,000 unique users had accessed all
features of the platform and approximately 24,000 employees accessed
learning content.
A new digital onboarding tool was also deployed in a number of our
markets and shared service centres and global deployment will be
complete by October 2022. So far the tool has received an encouraging
Net Promoter Score (‘NPS’) of 85.1 from employees who experienced the
new process.
Next year a global workforce planning system will be launched, delivering
data driven workforce plans and insights. It will allow better identification
of future workforce requirements using business drivers and modelling
through scenario planning. The system will impact how we approach
resourcing, talent management and learning strategies, empowering us
to plan effectively. Pilots will launch in early 2022 before being expanded
later in the year.
In FY23, we will also deploy new people analytics capabilities, supported
by Google Cloud platform across some of our markets.
Workers’ councils and union engagement
We respect freedom of association and recognise the rights of employees
to join trade unions and engage in collective bargaining in accordance
with local law. We continue to maintain strong relationships with the
workers’ councils and unions and we have approximately 22,250 people
covered by collective bargaining agreements across our global footprint.
This year, we reached several agreements with the unions as we
continued to shape the future of work. In Spain, all employees can work
up to 60% remotely. In Italy, 60% to 80% of employees will work remotely
post-pandemic (depending on role) and both markets have guaranteed
rights to disconnect outside working hours. In June 2021, Italy also
committed to reskilling call centre employees, with government support.
22
Vodafone Group Plc
Annual Report 2022
Our people strategy (continued)
Diverse talent and future ready skills
As we evolve our operating model and execute our strategy, we are
focused on developing diverse talent for the future and building future
skills by accelerating reskilling and upskilling at scale.
During the year, we reviewed our talent and succession pools across
senior roles. These are ultimately discussed and approved at the annual
Executive Committee talent review and are also shared with the Board.
Gender diversity of the executive succession pools increased to 38%
from 31% in the prior year. We have also adopted a consistent set
of assessment tools to support the selection and development of
senior leaders.
Read more about workplace equality
on pages 38 to 40
Our transformation into a new generation connectivity and digital services
provider requires new skills and capabilities in the organisation, such as
software engineering, automation and data analysis. In October 2021,
we announced our ambition to hire 7,000 software engineers by
2025, through a combination of recruitment, reskilling and insourcing.
In support, we launched a global recruiting playbook, invested in
recruitment campaigns across nine markets and redesigned the global
careers site. In June 2021, we also introduced a ‘Technical Career Path’
to allow engineering experts to grow and develop their careers by
leveraging their deep expertise.
Local markets are also focused on developing key strategic skills
to execute our strategy. For example, in FY19 the Vodacom Group
introduced the ‘#1MoreSkill’ digital development initiative that allows
employees to develop new critical skills in agile, software engineering,
cyber security and IoT. In FY22, 21% of Vodacom South Africa
employees completed training in one of these skills and 55% of
employees redeployed to new roles in Vodacom had been reskilled
or upskilled through this initiative. In FY21, Italy launched a skills
transformation pilot, involving 10 functions and covering more than
4,600 employees. To date 1,350 have been upskilled and 1,329 reskilled.
Of those reskilled, 271 have been redeployed to new roles. As a further
example, Turkey has launched seven reskilling initiatives whereby
employees receive training in emerging skills such as cyber security,
DevOps, data science and customer experience. By the end of FY22,
29% of participating employees had been redeployed to new roles.
We continue to support the personal and professional growth of people
through online learning initiatives. During the year, 85% of employees
completed non-mandatory training, with an average of 1.25 hours
per month. We invested an average of €542 for both mandatory and
non-mandatory training for each employee to build future capabilities
and issued 96,550 LinkedIn Learning and 14,000 O’Reilly licences.
Spirit of Vodafone Days also had a positive impact with a 287% increase
in formal online learning with over 24,000 hours of learning taking place
on those two days alone.
To execute the strategy and bring purpose to life, we continued to
invest in youth hiring (6,430 hires, of which 771 graduates) whilst
providing digital learning experiences to 95,664 young people, through
local work experience programmes and initiatives. During the year, we
also hired 346 apprentices with local programmes that aim to grow future
talent and skills in areas such as cyber security, network engineering and
software engineering through work-based learning and qualifications.
To accelerate skills transformation and create a learning culture, we are
introducing a new operating model for learning, talent, leadership, and
skills – the global Vodafone Learning Organisation (‘VLO’). The VLO will
deliver a higher-quality, consistent and more impactful development
experience for all of our employees. It will also help us to be recognised
as a workplace where growing never stops and learning is a fundamental
part of every individual’s experience at Vodafone.
In March 2022, we launched a campaign offering fast-track employment
and relocation support for Ukrainians and other nationals seeking work
outside of their home country due to the war or other humanitarian
crisis. We received over 1,000 applications by the end of April 2022 and
hired new employees in Luxembourg, the UK, Romania and Germany at
specialist, manager and senior manager levels in areas such as networking
engineering, logistics, financial analytics and quality assurance testing.
Digital and personalised experience
Future ready ways of working
Based on knowledge gained through the pandemic and external
research, in March 2021 we launched Future Ready Vodafone, a
global policy providing flexibility on how and where employees work.
The new policy sets global standards for hybrid working including an
expected average of two to three days a week working from the office
(depending on the role) and the support for home office equipment. In
September 2021, the option to work from another country during the
year for a maximum of 20 days was added to the same policy. We will
continue to keep our flexible working policies under review as we learn
from our experience in this area.
Hubs for talent and innovation
Where appropriate, the remote hiring policy allows teams to source skills
across our footprint. This year, a new centralised European Research and
Development (‘R&D’) centre opened in Malaga, Spain. A second centre
will open in Dresden, Germany, later this year. These hubs specialise in
developing new technology solutions and digital services such as unified
communications and Internet of Things (‘IoT’) and will create more than
600 highly skilled jobs.
Office space
The shift to hybrid working has redefined the role of the office and
inspired us to create a new global office design primarily for collaboration
and connection. We experimented in Spain, South Africa and the UK, and
based on pilot feedback, offices in the Czech Republic, Luxembourg and
_VOIS Hungary have been redesigned.
Last year, a new booking system for desks and collaboration spaces was
implemented to help transition to the new ways of working and gather
information about employees’ behaviours in the hybrid model. A new
initiative called ‘Office in a Box’ was implemented to support employees’
wellbeing while working from home, providing an adequate virtual office
setup at home following a self-assessment.
Mental health and wellbeing
We remain focused on physical and mental wellbeing, with a variety of
training and services available in each market. Provision of employee
assistance programmes and psychological support services continued
to grow. Many markets now have mental health first aiders, wellbeing
ambassadors, mental health champions or the local equivalent; in the UK
we have around 250, alongside 700 managers who are trained in mental
health awareness.
We also launched a standardised mental health toolkit across all
markets. The toolkit provides a better understanding of mental health
and support to anyone going through challenges or those helping a
colleague, family member or friend. In June 2021, for Men’s Health Week
we ran a dedicated session on Men’s Mental Health. In October, for World
Mental Health Day we ran a series of global sessions ranging from dance
sessions, leaders’ mental health training and supporting young people
through grief and loss. In February 2022, the annual Global Wellbeing
Week sessions were attended by over 6,000 employees and our Senior
Leadership Team, covering mental health and cancer awareness.
Click to read more about mental health and wellbeing:
vodafone.com/wellbeing
24
Vodafone Group Plc
Annual Report 2022
Strategic report
Governance
Financials
Other information
Our financial performance
Continued growth in both Europe and Africa
– Group revenue increased by 4.0% to €45.6 billion mainly driven by service revenue growth in Europe and Africa.
– Adjusted EBITDAaL growth of 5.0%* to €15.2 billion and margin expansion of 0.5* percentage points
year-on-year to 33.4%.
– Ongoing delivery of our efficiency programme leading to a net €1.5 billion of savings during FY19-22
– Operating profit increased by 11.1% to €5.7 billion, reflecting the growth in Adjusted EBITDAaL and
reduction in depreciation and amortisation on owned assets.
– Significant increase in profit for the financial year and basic earnings per share, due to higher Adjusted EBITDAaL,
and lower income tax expense.
– Returns continued to improve and pre-tax ROCE increased by 1.7 percentage points to 7.2%.
Scan or click to watch our Chief Financial Officer, Margherita Della Valle, summarise our financial performance in FY22:
investors.vodafone.com/videos
Group financial performance
Revenue
– Service revenue
– Other revenue
Adjusted EBITDAaL2,3
Restructuring costs
Interest on lease liabilities4
Loss on disposal of property, plant and equipment and intangible assets
Depreciation and amortisation of owned assets
Share of results of equity accounted associates and joint ventures
Other income
Operating profit
Investment income
Financing costs
Profit before taxation
Income tax expense
Profit for the financial year
Attributable to:
– Owners of the parent
– Non-controlled interests
Profit for the financial year
Basic earnings per share
Adjusted basic earnings per share2
Reported
change %
4.0
2.9
5.7
11.1
FY221
€m
45,580
38,203
7,377
15,208
(346)
398
(28)
(9,858)
211
79
5,664
254
(1,964)
3,954
(1,330)
2,624
2,088
536
2,624
7.20c
11.03c
FY21
€m
43,809
37,141
6,668
14,386
(356)
374
(30)
(10,187)
342
568
5,097
330
(1,027)
4,400
(3,864)
536
112
424
536
0.38c
8.08c
Notes:
1. The FY22 results reflect average foreign exchange rates of €1:£0.85, €1:INR 86.59, €1:ZAR 17.25, €1:TRY 12.16 and €1: EGP 18.35.
2. Adjusted EBITDAaL and Adjusted basic earnings per share are non-GAAP measures. See page 223 for more information.
3.
4. Reversal of interest on lease liabilities included within Adjusted EBITDAaL under the Group’s definition of that metric, for re-presentation in financing costs.
Includes depreciation on leased assets of €3,908 million (FY21: €3,914 million).
Organic growth
All amounts marked with an ‘*’ in the commentary represent organic growth which presents performance on a comparable basis, excluding the impact of foreign
exchange rates, mergers and acquisitions and other adjustments to improve the comparability of results between periods. When calculating organic growth, the FY21
results for Vantage Towers and relevant operating entities have been adjusted to reflect a full year of operation on a pro forma basis in order to be comparable to FY22.
Organic growth figures are non-GAAP measures.
Segmental reporting
Following the IPO of Vantage Towers A.G. in March 2021, the business is a new reporting segment for the year ended 31 March 2022 (‘FY22’). Comparative information for
the year ended 31 March 2021 has not been re-presented. Total revenue is unaffected because charges from Vantage Towers A.G. to operating companies are eliminated
on consolidation. Adjusted EBITDAaL and Adjusted EBITDAaL margin are both impacted by this change which does affect year-on-year comparisons. The segmental
results of Vantage Towers A.G. include the contribution from Cornerstone Technologies Infrastructure Limited as a joint operation with Telefonica in the UK.
Adjusted EBITDAaL
Adjusted EBITDA is now referred to as Adjusted EBITDAaL for FY22, with no change in the underlying definition. Adjusted EBITDAaL is a non-GAAP measure.
Read more about non-GAAP measures
on page 223
Strategic report
Governance
Financials
Other information
25
Vodafone Group Plc
Annual Report 2022
Strategic report
Governance
Financials
Other information
– Group revenue increased by 4.0% to €45.6 billion mainly driven by service revenue growth in Europe and Africa.
Geographic performance summary
FY22
Total revenue (€m)
Service revenue (€m)
Adjusted EBITDAaL (€m)
Adjusted EBITDAaL margin (%)
Service revenue growth %
Germany
Italy
UK
Spain
Other Europe
Vodacom
Other Markets
Vantage Towers
Group
Organic service revenue growth %*2
Germany
Italy
UK
Spain
Other Europe
Vodacom
Other Markets
Vantage Towers
Group
Vantage
Germany
Towers
€m
€m
1,252
13,128
–
11,616
5,669
619
43.2% 33.8% 21.2% 22.9% 28.4% 35.5% 34.9% 49.4%
Other Europe
€m
5,653
5,001
1,606
Other
Markets
€m
3,830
3,420
1,335
Vodacom
€m
5,993
4,635
2,125
Spain
€m
4,180
3,714
957
Italy
€m
5,022
4,379
1,699
UK
€m
6,589
5,154
1,395
Common
Functions1
€m
1,414
522
(197)
Q4
0.6
0.1
8.9
(4.5)
0.7
10.6
(3.1)
–
1.9
Q4
0.8
(0.8)
2.0
(5.1)
2.7
3.1
19.8
–
2.0
Eliminations
€m
Group
€m
(1,481) 45,580
(238) 38,203
15,208
33.4%
–
H2
0.7
(0.8)
7.6
(3.1)
2.1
10.8
2.1
–
2.5
H2
1.0
(1.0)
1.4
(3.4)
2.8
3.7
19.8
–
2.3
Total
0.8
(1.8)
6.3
(2.0)
2.9
13.5
3.3
–
2.9
Total
1.1
(1.8)
1.3
(2.0)
3.0
4.6
19.4
–
2.6
Q1
1.1
(3.9)
5.3
0.5
4.9
18.5
(1.3)
–
3.1
Q1
1.4
(3.6)
2.5
0.8
4.2
7.9
18.4
–
3.3
Q2
0.8
(1.6)
4.7
(2.0)
2.7
14.6
10.0
–
3.4
Q2
1.0
(1.4)
0.6
(1.9)
2.4
3.1
19.7
–
2.4
H1
0.9
(2.8)
5.0
(0.7)
3.8
16.5
4.3
–
3.2
H1
1.2
(2.5)
1.2
(0.6)
3.3
5.4
19.1
–
2.8
Q3
0.8
(1.6)
6.3
(1.8)
3.5
11.0
7.6
–
3.1
Q3
1.1
(1.3)
0.9
(1.6)
2.9
4.4
19.8
–
2.7
Notes:
1. Common Functions Adjusted EBITDAaL includes a non-recurring charge in relation to the impairment of prior year receivables.
2. Adjusted EBITDAaL, Adjusted EBITDAaL margin and organic service revenue growth are non-GAAP measures. See page 223 for more information.
24
Vodafone Group Plc
Annual Report 2022
Our financial performance
Continued growth in both Europe and Africa
– Adjusted EBITDAaL growth of 5.0%* to €15.2 billion and margin expansion of 0.5* percentage points
year-on-year to 33.4%.
– Ongoing delivery of our efficiency programme leading to a net €1.5 billion of savings during FY19-22
– Operating profit increased by 11.1% to €5.7 billion, reflecting the growth in Adjusted EBITDAaL and
reduction in depreciation and amortisation on owned assets.
– Significant increase in profit for the financial year and basic earnings per share, due to higher Adjusted EBITDAaL,
and lower income tax expense.
– Returns continued to improve and pre-tax ROCE increased by 1.7 percentage points to 7.2%.
Scan or click to watch our Chief Financial Officer, Margherita Della Valle, summarise our financial performance in FY22:
investors.vodafone.com/videos
Loss on disposal of property, plant and equipment and intangible assets
Depreciation and amortisation of owned assets
Share of results of equity accounted associates and joint ventures
Group financial performance
Revenue
– Service revenue
– Other revenue
Adjusted EBITDAaL2,3
Restructuring costs
Interest on lease liabilities4
Other income
Operating profit
Investment income
Financing costs
Profit before taxation
Income tax expense
Profit for the financial year
Attributable to:
– Owners of the parent
– Non-controlled interests
Profit for the financial year
Basic earnings per share
Adjusted basic earnings per share2
Notes:
FY21
€m
Reported
change %
4.0
2.9
5.7
11.1
(9,858)
(10,187)
FY221
€m
45,580
38,203
7,377
15,208
(346)
398
(28)
211
79
5,664
254
(1,964)
3,954
(1,330)
2,624
2,088
536
2,624
7.20c
11.03c
43,809
37,141
6,668
14,386
(356)
374
(30)
342
568
5,097
330
(1,027)
4,400
(3,864)
536
112
424
536
0.38c
8.08c
1. The FY22 results reflect average foreign exchange rates of €1:£0.85, €1:INR 86.59, €1:ZAR 17.25, €1:TRY 12.16 and €1: EGP 18.35.
2. Adjusted EBITDAaL and Adjusted basic earnings per share are non-GAAP measures. See page 223 for more information.
3.
Includes depreciation on leased assets of €3,908 million (FY21: €3,914 million).
4. Reversal of interest on lease liabilities included within Adjusted EBITDAaL under the Group’s definition of that metric, for re-presentation in financing costs.
Organic growth
All amounts marked with an ‘*’ in the commentary represent organic growth which presents performance on a comparable basis, excluding the impact of foreign
exchange rates, mergers and acquisitions and other adjustments to improve the comparability of results between periods. When calculating organic growth, the FY21
results for Vantage Towers and relevant operating entities have been adjusted to reflect a full year of operation on a pro forma basis in order to be comparable to FY22.
Following the IPO of Vantage Towers A.G. in March 2021, the business is a new reporting segment for the year ended 31 March 2022 (‘FY22’). Comparative information for
the year ended 31 March 2021 has not been re-presented. Total revenue is unaffected because charges from Vantage Towers A.G. to operating companies are eliminated
on consolidation. Adjusted EBITDAaL and Adjusted EBITDAaL margin are both impacted by this change which does affect year-on-year comparisons. The segmental
results of Vantage Towers A.G. include the contribution from Cornerstone Technologies Infrastructure Limited as a joint operation with Telefonica in the UK.
Adjusted EBITDA is now referred to as Adjusted EBITDAaL for FY22, with no change in the underlying definition. Adjusted EBITDAaL is a non-GAAP measure.
Organic growth figures are non-GAAP measures.
Segmental reporting
Adjusted EBITDAaL
Read more about non-GAAP measures
on page 223
26
Vodafone Group Plc
Annual Report 2022
Strategic report
Governance
Financials
Other information
Our financial performance (continued)
Germany: 30% of Group service revenue
Total revenue
Service revenue
Other revenue
Adjusted EBITDAaL1
Adjusted EBITDAaL
margin
Reported
change
%
1.1
0.8
0.6
Organic
change*
%
1.1
6.5
FY22
€m
13,128
11,616
1,512
5,669
FY21
€m
12,984
11,520
1,464
5,634
43.2%
43.4%
Note:
1. When calculating organic growth for Adjusted EBITDAaL, the FY21 results are adjusted for
Vantage Towers A.G. on a pro forma basis to be comparable to FY22.
Total revenue increased by 1.1% to €13.1 billion, driven by service
revenue and equipment revenue growth.
On an organic basis, service revenue grew by 1.1%* (Q3: 1.1%*, Q4:
0.8%*), driven by broadband ARPU growth, good growth in Business, and
higher roaming and visitor revenue. This was partially offset by a reduction
in mobile termination rates, and lower variable call usage revenue. Retail
service revenue grew by 1.6%* (Q3: 1.7%*, Q4: 1.2%*).
Fixed service revenue grew by 0.5%* (Q3: 0.7%*, Q4: -0.4%*), as
continued broadband ARPU growth was partially offset by lower
variable call usage revenue compared to the prior year, as usage
began to normalise post-pandemic, and a lower TV customer base.
The decline in fixed service revenue in Q4 FY22 was primarily driven
by a lower customer base, partly impacted by specific operational
challenges related to the implementation of policies to comply with a
new telecommunications law, which came into effect in December 2021.
We added 20,000 cable customers during the year, including 66,000
migrations from legacy DSL broadband. Half of our cable broadband
customers now subscribe to speeds of at least 250Mbps, and gigabit
speeds are available to 23.8 million households across our hybrid fibre
cable network.
Our TV customer base declined by 309,000, as reduced retail activity
during the COVID-19 pandemic led to fewer gross customer additions,
and was also impacted by broadband customer losses due to challenges
related to compliance with the new telecommunications law. During the
year, we accelerated convergence penetration as a result of successful
campaigns and our converged customer base increased by 718,000 to
2.4 million Consumer converged accounts. Our converged propositions,
led by the ‘GigaKombi’ products, allow customers to combine their
mobile, landline, broadband and TV subscriptions for one monthly fee.
Mobile service revenue increased by 1.8%* (Q3: 1.7%*, Q4: 2.4%*),
reflecting a higher customer base in both the Consumer and Business
segments, as well as higher roaming and visitor revenue, which more than
offset the impact of a reduction in mobile termination rates. The increased
rate of service revenue growth in Q4 FY22 also benefited from some
small non-recurring year-end adjustments. We added 19,000 contract
customers during the year and contract churn remained broadly stable
year-on-year at 12.3%, despite the impact of operational challenges
related to compliance with the new telecommunications law. In June, we
successfully launched our digital-only second brand, SIMon mobile. We
added a further 6.4 million IoT connections during the year, supported by
strong demand from the automotive sector.
Adjusted EBITDAaL grew by 6.5%*, supported by higher service
revenue, cost synergy delivery, and some one-off settlements. The
Adjusted EBITDAaL margin was 2.1* percentage points higher year-on-
year at 43.2%.
We have now achieved our €425 million cost and capital expenditure
synergy target for the integration of the Unitymedia assets acquisition,
over two years ahead of plan. We see further opportunities for cost
reduction including through the planned termination of our Transitional
Service Agreements (TSAs) with Liberty Global.
We switched off our 3G network on 1 July 2021, with spectrum
re-assigned to increase the capacity, speed and coverage of our
4G networks. Our 5G network is now available to more than 45 million
people. We launched Europe’s first 5G standalone network in April 2021.
Standalone 5G enables higher speeds, enhanced reliability and ultra-low
latency, in addition to using 20% less energy on customers’ devices.
Italy: 11 % of Group service revenue
Total revenue
Service revenue
Other revenue
Adjusted EBITDAaL
Adjusted EBITDAaL
margin
Reported
change
%
0.2
(1.8)
Organic
change*
%
(1.8)
6.4
6.4
FY22
€m
5,022
4,379
643
1,699
FY21
€m
5,014
4,458
556
1,597
33.8%
31.9%
Total revenue was stable at €5.0 billion as lower service revenue was
offset by higher equipment revenue.
On an organic basis, service revenue declined by 1.8%* (Q3: -1.3%*,
Q4: -0.8%*) as good growth in Business digital services revenue, higher
MVNO revenues, and higher roaming and visitor revenue was offset by
continued price pressure, and a reduction in mobile termination rates.
Mobile service revenue declined by 3.2%* (Q3: -2.9%*, Q4: -3.1%*)
reflecting greater competition in the value segment and a lower active
prepaid customer base. This was partly offset by targeted pricing actions
and the positive contribution from PostePay MVNO customer migrations
onto our network, which completed in early August. The decline in
mobile service revenue in Q4 FY22 was impacted by a reduction in
mobile termination rates. Market mobile number portability volumes
continued to improve versus prior year levels. Our second brand ‘ho.’
continued to grow, with 342,000 net additions, supported by our
best-in-class net promoter score, and now has 2.8 million customers.
Fixed service revenue increased by 2.0%* (Q3: 3.1%*, Q4: 5.3%*) driven by
broadband customer base growth in Consumer, as well as good demand
for our Business digital services, such as cloud & security. The acceleration
in fixed service revenue growth in Q4 FY22 was driven by new Business
customer additions, supported by a strong share of EU recovery funding
voucher customers, as well as our pricing actions. We added 73,000
fixed-wireless access customers during the period, which are included
in our mobile customer base. We now have 3.1 million broadband
customers, and 52.6% of our broadband base is converged. Our
total Consumer converged customer base is 1.3 million, an increase
of 163,000 during the period. Through our own next generation
network and partnership with Open Fiber, our broadband services
are now available to 9.0 million households. We also cover 3 million
households with fixed-wireless access, offering speeds of up to 100Mbps.
Adjusted EBITDAaL increased by 6.4%*, reflecting a 6.6 percentage point
benefit from a €105 million legal settlement, partially offset by lower
service revenue. Excluding the impact of the one-off legal settlement,
Adjusted EBITDAaL was stable* year-on-year. The Adjusted EBITDAaL
margin was 1.9* percentage points higher year-on-year at 33.8%.
26
Vodafone Group Plc
Annual Report 2022
Our financial performance (continued)
Strategic report
Governance
Financials
Other information
27
Vodafone Group Plc
Annual Report 2022
Strategic report
Governance
Financials
Other information
Germany: 30% of Group service revenue
Reported
change
Organic
change*
%
%
1.1
0.8
0.6
1.1
6.5
FY22
€m
13,128
11,616
1,512
5,669
FY21
€m
12,984
11,520
1,464
5,634
43.2%
43.4%
Total revenue
Service revenue
Other revenue
Adjusted EBITDAaL1
Adjusted EBITDAaL
margin
Note:
We have now achieved our €425 million cost and capital expenditure
synergy target for the integration of the Unitymedia assets acquisition,
over two years ahead of plan. We see further opportunities for cost
reduction including through the planned termination of our Transitional
Service Agreements (TSAs) with Liberty Global.
We switched off our 3G network on 1 July 2021, with spectrum
re-assigned to increase the capacity, speed and coverage of our
4G networks. Our 5G network is now available to more than 45 million
people. We launched Europe’s first 5G standalone network in April 2021.
Standalone 5G enables higher speeds, enhanced reliability and ultra-low
latency, in addition to using 20% less energy on customers’ devices.
Italy: 11 % of Group service revenue
1. When calculating organic growth for Adjusted EBITDAaL, the FY21 results are adjusted for
Vantage Towers A.G. on a pro forma basis to be comparable to FY22.
Total revenue increased by 1.1% to €13.1 billion, driven by service
revenue and equipment revenue growth.
On an organic basis, service revenue grew by 1.1%* (Q3: 1.1%*, Q4:
Total revenue
0.8%*), driven by broadband ARPU growth, good growth in Business, and
higher roaming and visitor revenue. This was partially offset by a reduction
in mobile termination rates, and lower variable call usage revenue. Retail
service revenue grew by 1.6%* (Q3: 1.7%*, Q4: 1.2%*).
Service revenue
Other revenue
Adjusted EBITDAaL
Adjusted EBITDAaL
margin
Reported
change
%
0.2
(1.8)
Organic
change*
%
(1.8)
6.4
6.4
FY22
€m
5,022
4,379
643
1,699
FY21
€m
5,014
4,458
556
1,597
33.8%
31.9%
Fixed service revenue grew by 0.5%* (Q3: 0.7%*, Q4: -0.4%*), as
continued broadband ARPU growth was partially offset by lower
variable call usage revenue compared to the prior year, as usage
began to normalise post-pandemic, and a lower TV customer base.
The decline in fixed service revenue in Q4 FY22 was primarily driven
by a lower customer base, partly impacted by specific operational
challenges related to the implementation of policies to comply with a
new telecommunications law, which came into effect in December 2021.
We added 20,000 cable customers during the year, including 66,000
migrations from legacy DSL broadband. Half of our cable broadband
customers now subscribe to speeds of at least 250Mbps, and gigabit
speeds are available to 23.8 million households across our hybrid fibre
cable network.
Our TV customer base declined by 309,000, as reduced retail activity
during the COVID-19 pandemic led to fewer gross customer additions,
and was also impacted by broadband customer losses due to challenges
related to compliance with the new telecommunications law. During the
year, we accelerated convergence penetration as a result of successful
campaigns and our converged customer base increased by 718,000 to
2.4 million Consumer converged accounts. Our converged propositions,
led by the ‘GigaKombi’ products, allow customers to combine their
mobile, landline, broadband and TV subscriptions for one monthly fee.
Mobile service revenue increased by 1.8%* (Q3: 1.7%*, Q4: 2.4%*),
reflecting a higher customer base in both the Consumer and Business
segments, as well as higher roaming and visitor revenue, which more than
offset the impact of a reduction in mobile termination rates. The increased
rate of service revenue growth in Q4 FY22 also benefited from some
small non-recurring year-end adjustments. We added 19,000 contract
customers during the year and contract churn remained broadly stable
year-on-year at 12.3%, despite the impact of operational challenges
related to compliance with the new telecommunications law. In June, we
successfully launched our digital-only second brand, SIMon mobile. We
added a further 6.4 million IoT connections during the year, supported by
strong demand from the automotive sector.
Adjusted EBITDAaL grew by 6.5%*, supported by higher service
revenue, cost synergy delivery, and some one-off settlements. The
Adjusted EBITDAaL margin was 2.1* percentage points higher year-on-
year at 43.2%.
Total revenue was stable at €5.0 billion as lower service revenue was
offset by higher equipment revenue.
On an organic basis, service revenue declined by 1.8%* (Q3: -1.3%*,
Q4: -0.8%*) as good growth in Business digital services revenue, higher
MVNO revenues, and higher roaming and visitor revenue was offset by
continued price pressure, and a reduction in mobile termination rates.
Mobile service revenue declined by 3.2%* (Q3: -2.9%*, Q4: -3.1%*)
reflecting greater competition in the value segment and a lower active
prepaid customer base. This was partly offset by targeted pricing actions
and the positive contribution from PostePay MVNO customer migrations
onto our network, which completed in early August. The decline in
mobile service revenue in Q4 FY22 was impacted by a reduction in
mobile termination rates. Market mobile number portability volumes
continued to improve versus prior year levels. Our second brand ‘ho.’
continued to grow, with 342,000 net additions, supported by our
best-in-class net promoter score, and now has 2.8 million customers.
Fixed service revenue increased by 2.0%* (Q3: 3.1%*, Q4: 5.3%*) driven by
broadband customer base growth in Consumer, as well as good demand
for our Business digital services, such as cloud & security. The acceleration
in fixed service revenue growth in Q4 FY22 was driven by new Business
customer additions, supported by a strong share of EU recovery funding
voucher customers, as well as our pricing actions. We added 73,000
fixed-wireless access customers during the period, which are included
in our mobile customer base. We now have 3.1 million broadband
customers, and 52.6% of our broadband base is converged. Our
total Consumer converged customer base is 1.3 million, an increase
of 163,000 during the period. Through our own next generation
network and partnership with Open Fiber, our broadband services
are now available to 9.0 million households. We also cover 3 million
households with fixed-wireless access, offering speeds of up to 100Mbps.
Adjusted EBITDAaL increased by 6.4%*, reflecting a 6.6 percentage point
benefit from a €105 million legal settlement, partially offset by lower
service revenue. Excluding the impact of the one-off legal settlement,
Adjusted EBITDAaL was stable* year-on-year. The Adjusted EBITDAaL
margin was 1.9* percentage points higher year-on-year at 33.8%.
UK: 13% of Group service revenue
Spain: 10% of Group service revenue
Total revenue
Service revenue
Other revenue
Adjusted EBITDAaL1
Adjusted EBITDAaL
margin
Reported
change
%
7.1
6.3
2.0
Organic
change*
%
1.3
3.3
FY22
€m
6,589
5,154
1,435
1,395
FY21
€m
6,151
4,848
1,303
1,367
21.2%
22.2%
Total revenue
Service revenue
Other revenue
Adjusted EBITDAaL1
Adjusted EBITDAaL
margin
Reported
change
%
0.3
(2.0)
Organic
change*
%
(2.0)
(8.3)
(1.1)
FY22
€m
4,180
3,714
466
957
FY21
€m
4,166
3,788
378
1,044
22.9%
25.1%
Note:
1. When calculating organic growth for Adjusted EBITDAaL, the FY21 results are adjusted for
Vantage Towers A.G. on a pro forma basis to be comparable to FY22.
Note:
1. When calculating organic growth for Adjusted EBITDAaL, the FY21 results are adjusted for
Vantage Towers A.G. on a pro forma basis to be comparable to FY22.
Total revenue increased by 7.1% to €6.6 billion, due to higher service
revenue and equipment revenue, and an appreciation of the pound
sterling versus the euro.
On an organic basis, service revenue grew by 1.3%* (Q3: 0.9%*, Q4:
2.0%*), driven by strong Consumer segment growth, and supported
by higher MVNO, roaming and visitor revenue. This was partially offset
by a slowdown in Business, and a reduction in mobile termination rates.
Mobile service revenue grew by 2.8%* (Q3: 2.6%*, Q4: 5.9%*) driven
by strong commercial momentum in Consumer, partially offset by the
post-pandemic normalisation of Business connections. The increase in
mobile service revenue growth rate in Q4 FY22 was partially due to higher
wholesale MVNO revenue. During the year, we added 338,000 mobile
contract customers, supported by our ‘Vodafone EVO’ proposition, which
offers customers a combination of flexible contracts, trade-in options,
and early upgrades. We also benefited from good iPhone demand and
improved customer loyalty. Contract churn improved by 0.5 percentage
points year-on-year to 12.5%. Our digital sub-brand ‘VOXI’ also continued
to grow, with 104,000 customers added in the year. Our digital sales
remained strong during the year, and now account for 33% of total
sales. We also announced an exclusive retail partnership with the
Dixons Carphone Group, covering 300 stores and digital channels,
with improved terms compared to our previous arrangement.
Fixed service revenue declined by 2.3%* (Q3: -3.3%*, Q4: -7.0%*),
impacted by lower Business revenue, with a further slowdown in the
segment in Q4 FY22. Our performance was also driven by the decision
to end a large but unprofitable multinational contract, and a reseller
entering into administration in the first half of the year. Our commercial
momentum in Consumer remained strong, with good demand for
our Vodafone ‘Pro Broadband’ product. With 139,000 broadband net
additions during the year, we now have over one million customers,
of which 527,000 are converged. In November 2021, we announced
the expansion of our long-term strategic partnership agreement with
CityFibre. In conjunction with our existing partnership with Openreach,
our NGN broadband services are now available to 29.3 million households.
Adjusted EBITDAaL increased by 3.3%*, driven by growth in service
revenue, and continued strong cost control. Our Adjusted EBITDAaL
margin was 0.3* higher year-on-year at 21.2%.
Total revenue was stable at €4.2 billion, as higher equipment revenue was
offset by lower service revenue.
On an organic basis, service revenue declined by 2.0%* (Q3: -1.6%*,
Q4 -5.1%*) as the impact of continued price competition in the value
segment, and a reduction in mobile termination rates, were partially offset
by higher roaming and visitor revenue. The quarterly slowdown in service
revenue in Q4 was largely driven by a tougher prior year comparative, due
to the full quarter impact of our more-for-more pricing actions in the prior
year, and a reduction in mobile termination rates in FY22.
The market remained highly competitive in the Consumer value
segment. In mobile, our contract customer base remained stable in
the year, supported by strong public sector demand, and a gradual
improvement in our commercial performance towards the end of the
year, reflecting our continued focus on improving customer loyalty.
Mobile contract churn increased by 0.5 percentage points year-on-year
to 20.7% due to an exceptionally low churn in the prior year as a result of
portability restrictions. Our second brand ‘Lowi’ added 310,000 customers
during the period and now has a total customer base of 1.5 million.
Our broadband customer base declined by 164,000 as a result of
higher competitive intensity in the Consumer value segment, and the
temporary impact of our retail channel optimisation. Our TV customer
base decreased by 88,000, impacted by continued competitive intensity.
We have renewed our exclusive agreement with HBO Max, and through
our partnerships with other content providers such as Disney, we have
the most extensive library of movies and TV series in the market.
During the year, a digital toolkit platform for small and medium sized
enterprises was launched by the Spanish government as part of the
EU recovery funding initiatives. This scheme enables businesses to
access fully subsidised digital services on a single platform. We have
already received a significant number of registration requests from
customers and will achieve an attractive Adjusted EBITDAaL margin on
this incremental revenue. A second phase of this scheme is expected to
launch in June 2022.
Adjusted EBITDAaL declined by 1.1%* and the Adjusted EBITDAaL margin
was 0.3* percentage points lower year-on-year at 22.9%. The marginal
decrease in Adjusted EBITDAaL reflects lower service revenue, largely
offset by further efficiency savings.
During the year we announced a restructuring plan, mainly affecting
owned retail stores, as part of our operational transformation. In
November, we completed the optimisation of our retail footprint,
with all branded stores now operating under a franchise model.
28
Vodafone Group Plc
Annual Report 2022
Strategic report
Governance
Financials
Other information
Our financial performance (continued)
In South Africa, service revenue grew year-on-year, supported by
sustained demand, incremental wholesale services, good Business
demand and financial services growth. We added 1.8 million mobile
prepaid customers and 272,000 mobile contract customers, with
the latter supported by our new more-for-more ‘Vodafone Red’
proposition introduced in June. Financial services revenue in South
Africa increased by 12.4%* to €155 million, reflecting the expansion
of our service offerings, and 69.4% of our mobile customer base now
uses data services.
In October 2021, we launched our new ‘VodaPay’ super-app in
South Africa, bringing consumer and business capabilities under
one platform. The application enables customers to access financial,
insurance and eCommerce services and supports businesses with
additional resource planning and ‘business-to-business’ functionalities.
We now have 1.6 million registered users on the platform, and over
2.2 million downloads of the application.
In March, we announced that Vodacom South Africa had acquired
2x10MHz of 700MHz, 1x80MHz of 2600MHz and 1x10MHz of 3500MHz
spectrum, with a 20-year licence through to 2042. The spectrum will
enable us to significantly expand network capacity and coverage, and
help accelerate post-pandemic economic recovery and digital inclusion.
In Vodacom’s international markets, service revenue increased during
the year. Growth was supported by an increase in M-Pesa transaction
volumes and data revenue. This benefit was partially offset by the
introduction of mobile money levies in Tanzania, and a stronger
prior year comparative in Mozambique and the DRC, reflecting the
reinstatement of fees on person-to-person M-Pesa transfers in the prior
year. M-Pesa transaction value increased by 10.9%, while M-Pesa revenue
as a share of total service revenue increased by 2.0 percentage points to
22.7%, and 65.1% of our customer base is now using data services.
Vodacom’s Adjusted EBITDAaL increased by 3.4%* supported by good
revenue growth, and positive operational leverage in Vodacom’s
international operations. This was partially offset by an increase in
technology operating expenses in South Africa, as we invested in further
improving the resilience of our network. The Adjusted EBITDAaL margin
decreased by 1.0* percentage point and was 35.5%.
On 10 November 2021, Vodacom Group announced it had entered
into an agreement to acquire Vodafone Egypt from Vodafone for a total
consideration of €2.4 billion. The proposed acquisition presents a unique
opportunity to advance Vodacom Group’s strategic connectivity and
financial services ambitions in one of Africa’s premier telecom operators.
Vodafone Egypt is a clear market leader that will diversify and accelerate
Vodacom Group’s growth profile. The transaction is expected to receive
Egyptian regulatory approval in the near term.
Vodacom also announced that it had agreed to acquire a co-controlling
30% interest in the fibre assets currently owned by Community Investment
Ventures Holdings (Pty) Limited (‘CIVH’). CIVH owns Vumatel and Dark
Fibre Africa, which are South Africa’s largest open access fibre operators.
Vodacom’s investment and strategic support will further accelerate the
growth trajectory of fibre roll-out in South Africa helping close the digital
divide. The transaction is subject to regulatory approvals in South Africa.
Click or scan to watch Vodacom presentations:
vodacom.com/presentations
Other Europe: 13% of Group service revenue
Total revenue
Service revenue
Other revenue
Adjusted EBITDAaL1
Adjusted EBITDAaL
margin
Reported
change
%
1.9
2.9
(8.8)
Organic
change*
%
3.0
1.4
FY22
€m
5,653
5,001
652
1,606
FY21
€m
5,549
4,859
690
1,760
28.4%
31.7%
Note:
1. When calculating organic growth for Adjusted EBITDAaL, the FY21 results are adjusted for
Vantage Towers A.G. on a pro forma basis to be comparable to FY22.
Total revenue increased by 1.9% to €5.7 billion, primarily reflecting service
revenue growth, also supported by the appreciation of local currencies
versus the euro.
On an organic basis, service revenue increased by 3.0%* (Q3: 2.9%*,
Q4: 2.7%*), with all markets other than Romania growing during the year.
The growth in service revenue was supported by customer base growth,
higher roaming and visitor revenue, partially offset by a reduction in
mobile termination rates.
In Portugal, service revenue grew due to strong fixed line revenue growth,
higher mobile ARPU, and roaming and visitor revenue growth. During the
period, we added 161,000 mobile contract customers and 64,000 fixed
broadband customers. In October, we announced that Vodafone Portugal
had acquired 90MHz of 3,600MHz and 2x10MHz of 700MHz spectrum,
with a 20-year licence through to 2041. The spectrum will enable us to
significantly expand network capacity to meet growing demand for
reliable, high-quality voice and data services.
In Ireland, service revenue increased, reflecting good mobile contract
customer growth, and higher roaming and visitor revenue, partially
offset by a reduction in mobile termination rates. During the period, our
mobile contract customer base increased by 77,000 and mobile contract
customer loyalty rates improved, with churn reducing 1.5 percentage
points year-on-year to 8.4%.
Service revenue in Greece increased, reflecting higher roaming and visitor
revenue as international tourism grew year-on-year, partially offset by a
reduction in mobile termination rates. During the year, we added 38,000
mobile contract customers and 145,000 prepaid customers.
Adjusted EBITDAaL increased by 1.4%*, supported by good revenue
growth and further efficiency savings, partially offset by a one-off
provision in Greece, and higher direct cost. The Adjusted EBITDAaL
margin decreased by 0.2* percentage points and was 28.4%.
We continued to make good progress on integrating the assets acquired
from Liberty Global in Central and Eastern Europe and we have now
delivered 60% of our cost and capital expenditure synergy target.
Vodacom: 12% of Group service revenue
Total revenue
Service revenue
Other revenue
Adjusted EBITDAaL
Adjusted EBITDAaL
margin
Reported
change
%
15.7
13.5
13.5
Organic
change*
%
4.6
3.4
FY22
€m
5,993
4,635
1,358
2,125
FY21
€m
5,181
4,083
1,098
1,873
35.5%
36.2%
Total revenue increased by 15.7% to €6.0 billion and Adjusted EBITDAaL
increased by 13.5%, primarily due to the strengthening of the local
currencies versus the euro.
On an organic basis, Vodacom’s total service revenue grew by 4.6%*
(Q3: 4.4%*, Q4 3.1%*) with growth in both South Africa and Vodacom’s
international markets.
Strategic report
Governance
Financials
Other information
29
Vodafone Group Plc
Annual Report 2022
Strategic report
Governance
Financials
Other information
Other Europe: 13% of Group service revenue
Other Markets: 9% of Group service revenue
Associates and joint ventures
Total revenue
Service revenue
Other revenue
Adjusted EBITDAaL
Adjusted EBITDAaL
margin
Reported
change
%
1.7
3.3
Organic
change*
%
19.4
8.7
23.0
FY22
€m
3,830
3,420
410
1,335
FY21
€m
3,765
3,312
453
1,228
34.9%
32.6%
Total revenue increased by 1.7% to €3.8 billion, as higher service revenue
was partially offset by the depreciation of local currencies versus the euro.
On an organic basis, service revenue increased by 19.4%* (Q3: 19.8%*,
Q4: 19.8%*) as a result of higher customer base and ARPU growth across
our markets.
Service revenue in Turkey accelerated as a result of strong mobile
customer base and ARPU growth, with ongoing repricing actions to
reflect increasing inflation in a difficult macroeconomic environment.
Mobile contract customer additions were 1.3 million including migrations
from prepaid customers. We also added 120,000 broadband customers
during the year. Mobile contract churn improved by 3.9 percentage points
year-on-year to 15.4%.
We expect Turkey to be designated as a hyper-inflationary economy
under IFRS during the first quarter of FY23, in which case Vodafone
Turkey’s results will be presented on a revised basis. See note 1 of the
condensed consolidated financial statements for further information.
Service revenue in Egypt grew ahead of inflation, supported by customer
base growth and increased data usage. During the year, we added 237,000
mobile contract customers and 877,000 prepaid mobile customers.
Adjusted EBITDAaL increased by 23.0%* and the Adjusted EBITDAaL
margin increased by 1.1* percentage points, despite the inflationary
pressure on our cost base due to worsening macroeconomic conditions.
The Adjusted EBITDAaL margin was 34.9%.
Vantage Towers: Delivering on our plan
Total revenue
Service revenue
Other revenue
Adjusted EBITDAaL
Adjusted EBITDAaL
margin
Reported
change
%
–
–
–
Organic
change*
%
–
–
FY22
€m
1,252
–
1,252
619
49.4%
FY211
€m
–
–
–
–
–
Note:
1. Vantage Towers is a new reporting segment for the year ended 31 March 2022 and hence no
comparative information is presented. See page 24 for more information.
Total revenue increased to €1.3 billion, with 1,700 new tenancies added
during the year, bringing the tenancy ratio to 1.44x. Vantage Towers
concluded a number of new partnership agreements during the year,
including an agreement with 1&1 in December 2021 for the provision
of passive tower infrastructure access to at least 3,800 sites throughout
Germany by the end of 2025, and potentially up to 5,000 sites, for the
next 20 years, with an option to extend until 2060. Vantage Towers
reported its results on 16 May 2022.
Further information on Vantage Towers can be accessed at:
vantagetowers.com
VodafoneZiggo Group Holding B.V.
Safaricom Limited
Indus Towers Limited
Other
Share of results of equity accounted
associates and joint ventures
FY22
€m
(19)
217
–
13
FY21
€m
(232)
217
274
83
211
342
VodafoneZiggo Joint Venture (Netherlands)
The results of VodafoneZiggo, in which Vodafone owns a 50% stake,
are reported here under US GAAP, which is broadly consistent with
Vodafone’s IFRS basis of reporting.
Total revenue grew by 1.4% to €4.1 billion, primarily driven by mobile
contract customer base and ARPU growth, supported by higher roaming
and visitor revenue. This was partially offset by a slowdown in Consumer
fixed revenue growth in the second half of FY22.
During the year, VodafoneZiggo added 196,000 mobile contract
customers, supported by our best-in-class net promoter score, mainly
driven by higher Consumer demand. Strong Business fixed performance
was due to an increase in the customer base, as well as higher demand for
unified communications. The number of converged households increased
by 25,000, with 45% of broadband customers now converged, delivering
significant NPS and customer loyalty benefits. VodafoneZiggo now
offers 1 gigabit speeds to 5.8 million homes and is on track to provide
nationwide coverage in 2022.
During the year, Vodafone received €350 million in dividends from
the joint venture, as well as €49 million in interest payments. The joint
venture also drew down an additional loan from shareholders to fund
an instalment arising from spectrum licences acquired in July 2020,
with Vodafone’s share being €104 million.
Safaricom Associate (Kenya)
Safaricom service revenue grew to €2.2 billion due to strong Business
fixed demand, and a recovery in M-Pesa revenue as transaction volumes
increased and peer-to-peer transaction fees normalised.
Indus Towers Associate (India)
The Group’s interest in Indus Towers has been provided as security
against certain bank borrowings secured against Indian assets and partly
to the pledges provided to the new Indus Towers entity (‘Indus’) under the
terms of the merger between erstwhile Indus Towers and Bharti Infratel.
Indus has been classified as held for sale in the condensed consolidated
statement of financial position since 31 March 2021 and the Group’s
share of Indus’ results is not reflected in the Group’s consolidated income
statement for the year ended 31 March 2022.
Vodafone Idea Limited Joint Venture (India)
See note 29 ‘Contingent liabilities and legal proceedings’ in the
consolidated financial statements for further information.
TPG Telecom Limited Joint Venture (Australia)
In July 2020, Vodafone Hutchison Australia Pty Limited (‘VHA’) and
TPG Telecom Limited (‘TPG’) completed their merger to establish a
fully integrated telecommunications operator in Australia. The merged
entity was admitted to the Australian Securities Exchange (‘ASX’) on
30 June 2020 and is known as TPG Telecom Limited. Vodafone and
Hutchison Telecommunications (Australia) Limited each own an
economic interest of 25.05% in the merged unit.
28
Vodafone Group Plc
Annual Report 2022
Our financial performance (continued)
Reported
change
%
1.9
2.9
(8.8)
Organic
change*
%
3.0
1.4
FY22
€m
5,653
5,001
652
1,606
FY21
€m
5,549
4,859
690
1,760
28.4%
31.7%
Total revenue
Service revenue
Other revenue
Adjusted EBITDAaL1
Adjusted EBITDAaL
margin
Note:
1. When calculating organic growth for Adjusted EBITDAaL, the FY21 results are adjusted for
Vantage Towers A.G. on a pro forma basis to be comparable to FY22.
Total revenue increased by 1.9% to €5.7 billion, primarily reflecting service
revenue growth, also supported by the appreciation of local currencies
versus the euro.
On an organic basis, service revenue increased by 3.0%* (Q3: 2.9%*,
Q4: 2.7%*), with all markets other than Romania growing during the year.
The growth in service revenue was supported by customer base growth,
higher roaming and visitor revenue, partially offset by a reduction in
mobile termination rates.
In Portugal, service revenue grew due to strong fixed line revenue growth,
higher mobile ARPU, and roaming and visitor revenue growth. During the
period, we added 161,000 mobile contract customers and 64,000 fixed
broadband customers. In October, we announced that Vodafone Portugal
had acquired 90MHz of 3,600MHz and 2x10MHz of 700MHz spectrum,
with a 20-year licence through to 2041. The spectrum will enable us to
significantly expand network capacity to meet growing demand for
reliable, high-quality voice and data services.
In Ireland, service revenue increased, reflecting good mobile contract
customer growth, and higher roaming and visitor revenue, partially
offset by a reduction in mobile termination rates. During the period, our
mobile contract customer base increased by 77,000 and mobile contract
customer loyalty rates improved, with churn reducing 1.5 percentage
points year-on-year to 8.4%.
Service revenue in Greece increased, reflecting higher roaming and visitor
revenue as international tourism grew year-on-year, partially offset by a
reduction in mobile termination rates. During the year, we added 38,000
mobile contract customers and 145,000 prepaid customers.
Adjusted EBITDAaL increased by 1.4%*, supported by good revenue
growth and further efficiency savings, partially offset by a one-off
provision in Greece, and higher direct cost. The Adjusted EBITDAaL
margin decreased by 0.2* percentage points and was 28.4%.
We continued to make good progress on integrating the assets acquired
from Liberty Global in Central and Eastern Europe and we have now
delivered 60% of our cost and capital expenditure synergy target.
Vodacom: 12% of Group service revenue
Total revenue
Service revenue
Other revenue
Adjusted EBITDAaL
Adjusted EBITDAaL
margin
Reported
change
%
15.7
13.5
13.5
Organic
change*
%
4.6
3.4
FY22
€m
5,993
4,635
1,358
2,125
FY21
€m
5,181
4,083
1,098
1,873
35.5%
36.2%
Total revenue increased by 15.7% to €6.0 billion and Adjusted EBITDAaL
increased by 13.5%, primarily due to the strengthening of the local
currencies versus the euro.
On an organic basis, Vodacom’s total service revenue grew by 4.6%*
(Q3: 4.4%*, Q4 3.1%*) with growth in both South Africa and Vodacom’s
international markets.
In South Africa, service revenue grew year-on-year, supported by
sustained demand, incremental wholesale services, good Business
demand and financial services growth. We added 1.8 million mobile
prepaid customers and 272,000 mobile contract customers, with
the latter supported by our new more-for-more ‘Vodafone Red’
proposition introduced in June. Financial services revenue in South
Africa increased by 12.4%* to €155 million, reflecting the expansion
of our service offerings, and 69.4% of our mobile customer base now
uses data services.
In October 2021, we launched our new ‘VodaPay’ super-app in
South Africa, bringing consumer and business capabilities under
one platform. The application enables customers to access financial,
insurance and eCommerce services and supports businesses with
additional resource planning and ‘business-to-business’ functionalities.
We now have 1.6 million registered users on the platform, and over
2.2 million downloads of the application.
In March, we announced that Vodacom South Africa had acquired
2x10MHz of 700MHz, 1x80MHz of 2600MHz and 1x10MHz of 3500MHz
spectrum, with a 20-year licence through to 2042. The spectrum will
enable us to significantly expand network capacity and coverage, and
help accelerate post-pandemic economic recovery and digital inclusion.
In Vodacom’s international markets, service revenue increased during
the year. Growth was supported by an increase in M-Pesa transaction
volumes and data revenue. This benefit was partially offset by the
introduction of mobile money levies in Tanzania, and a stronger
prior year comparative in Mozambique and the DRC, reflecting the
reinstatement of fees on person-to-person M-Pesa transfers in the prior
year. M-Pesa transaction value increased by 10.9%, while M-Pesa revenue
as a share of total service revenue increased by 2.0 percentage points to
22.7%, and 65.1% of our customer base is now using data services.
Vodacom’s Adjusted EBITDAaL increased by 3.4%* supported by good
revenue growth, and positive operational leverage in Vodacom’s
international operations. This was partially offset by an increase in
technology operating expenses in South Africa, as we invested in further
improving the resilience of our network. The Adjusted EBITDAaL margin
decreased by 1.0* percentage point and was 35.5%.
On 10 November 2021, Vodacom Group announced it had entered
into an agreement to acquire Vodafone Egypt from Vodafone for a total
consideration of €2.4 billion. The proposed acquisition presents a unique
opportunity to advance Vodacom Group’s strategic connectivity and
financial services ambitions in one of Africa’s premier telecom operators.
Vodafone Egypt is a clear market leader that will diversify and accelerate
Vodacom Group’s growth profile. The transaction is expected to receive
Egyptian regulatory approval in the near term.
Vodacom also announced that it had agreed to acquire a co-controlling
30% interest in the fibre assets currently owned by Community Investment
Ventures Holdings (Pty) Limited (‘CIVH’). CIVH owns Vumatel and Dark
Fibre Africa, which are South Africa’s largest open access fibre operators.
Vodacom’s investment and strategic support will further accelerate the
growth trajectory of fibre roll-out in South Africa helping close the digital
divide. The transaction is subject to regulatory approvals in South Africa.
Click or scan to watch Vodacom presentations:
vodacom.com/presentations
30
Vodafone Group Plc
Annual Report 2022
Strategic report
Governance
Financials
Other information
Our financial performance (continued)
Net financing costs
Earnings per share
Investment income
Financing costs
Net financing costs
Adjustments for:
Mark-to-market gains
Foreign exchange losses
Adjusted net financing costs1
FY22
€m
254
(1,964)
(1,710)
(256)
284
(1,682)
FY21
€m
330
(1,027)
(697)
(1,091)
23
(1,765)
Reported
change %
(145.3)
Basic earnings per share
Adjusted basic earnings
per share1
FY22
eurocents
7.20c
FY21
eurocents
0.38c
Reported
change
eurocents
6.82c
11.03c
8.08c
2.95c
Note:
1. Adjusted basic earnings per share is a non-GAAP measure. See page 223 for more information.
4.7
Basic earnings per share was 7.20 eurocents, compared to 0.38 eurocents
for the year ended 31 March 2021.
Note:
1. Adjusted net financing costs is a non-GAAP measure. See page 223 for more information.
Net financing costs increased by €1,013 million, primarily due to
lower mark-to-market gains on options held relating to the Group’s
mandatory convertible bonds and increased foreign exchange losses
on intercompany funding arrangements. Adjusted net financing costs
remained broadly stable year-on-year, reflecting consistent average net
debt balances and weighted average borrowing costs for both periods.
Taxation
Effective tax rate
Adjusted effective tax rate1
FY22
%
33.6%
27.9%
FY21
%
87.8%
26.9%
Change
pps
(54.2)
1.0
Note:
1. Adjusted effective tax rate is a non-GAAP measure. See page 223 for more information.
The Group’s effective tax rate for the year ended 31 March 2022
was 33.6%. The effective tax rate includes a €1,468 million charge
(2021: €2,128 million*) for the utilisation of losses in Luxembourg which
arises from an increase in the valuation of investments based upon local
GAAP financial statements and tax returns. The current year charge was
principally driven by increases in the value of our listed investments. The
effective tax rate also includes €327 million (2021: €320 million) relating
to the use of losses in Luxembourg and a credit of €699 million relating
to the recognition of a deferred tax asset in Luxembourg because of
higher interest rates increasing our forecasts of future profits. The year
ended 31 March 2021 included a charge of €699 million* relating to
the de-recognition of a deferred tax asset in Luxembourg. These items
change the total losses we have available for future use against our
profits in Luxembourg and neither item affects the amount of tax we
pay in other countries.
The effective tax rate also includes an increase in our deferred tax
assets in the UK of €593 million (2021: €nil) following the increase in
the corporate tax rate to 25% and €273 million (2021: €nil) following
the revaluation of assets for tax purposes in Italy.
The Group’s Adjusted effective tax rate for the year ended 31 March 2022
was 27.9% (2021: 26.9%). This is in line with our expectations for the year.
The adjusted effective tax rate excludes the amounts relating to Luxembourg,
the impact of the UK tax rate change and revaluation of assets in Italy
which are set out above.
Note:
* During the year ended 31 March 2022, we revised the calculation of certain impairment reversals
recognised by our Luxembourg holding companies for the year ended 31 March 2021; this had no
impact on the amount of deferred tax assets recognised at that date but has changed the amount
of our unrecognised deferred tax assets by €0.7 billion (unrecognised losses of €2.8 billion).
Adjusted basic earnings per share was 11.03 eurocents compared to
8.08 eurocents for the year ended 31 March 2021.
Consolidated statement of financial position
The consolidated statement of financial position is set out on page 130.
Details on the major movements of both our assets and liabilities in the
year are set out below.
Assets
Goodwill and other intangible assets decreased by €0.3 billion between
31 March 2021 and 31 March 2022 to €53.2 billion. This primarily reflects
the amortisation of computer software and licence and spectrum fees,
partially offset by additions in the year.
Property, plant and equipment decreased by €0.4 billion between
31 March 2021 and 31 March 2022 to €40.8 billion. This reflects a net
decrease in the carrying value of leased assets by €0.6 billion, partially
offset by an increase in the carrying value of owned assets.
Other non-current assets decreased by €0.6 billion between
31 March 2021 and 31 March 2022 to €31.4 billion, primarily due
to a €2.5 billion decrease in deferred tax assets offset by a €1.6 billion
increase in trade and other receivables.
Assets held for sale at 31 March 2021 and 31 March 2022 comprise the
Group’s interest in Indus Towers Limited. Further detail is provided in note
7 ‘Discontinued operations and assets held for sale’ to the consolidated
financial statements.
Current assets increased by €0.6 billion between 31 March 2021 and
31 March 2022 to €27.6 billion, primarily due to an increase of €1.7 billion
in cash and cash equivalents, a €0.2 billion increase in inventory, offset by
a €1.2 billion decrease in other investments.
Total equity and liabilities
Total equity decreased by €0.8 billion between 31 March 2021 and
31 March 2022 to €57.0 billion, due to comprehensive income for the
period of €5.0 billion, share-based payments of €0.1 billion, an increase
of €0.2 billion arising from transactions with non-controlling interests
in subsidiaries, offset by €3.0 billion of dividends paid to the Group’s
shareholders and the purchase of treasury shares of €3.1 billion.
Non-current liabilities decreased by €5.2 billion between 31 March 2021
and 31 March 2022 to €63.3 billion, primarily due to a €2.4 billion decrease
in trade and other payables, a €1.6 billion decrease in deferred tax liabilities,
a €1.1 billion decrease in borrowings and a €0.2 billion decrease in post
employment benefits.
Current liabilities increased by €4.9 billion between 31 March 2021 and
31 March 2022 to €33.6 billion, primarily due to a €3.5 billion increase in
borrowings, a €1.6 billion increase in trade and other payables, offset by a
€0.2 billion decrease in provisions.
Inflation
Inflation did not have a significant effect on the Group’s consolidated
results of operations and financial condition during the year ended
31 March 2022.
30
Vodafone Group Plc
Annual Report 2022
Our financial performance (continued)
Strategic report
Governance
Financials
Other information
31
Vodafone Group Plc
Annual Report 2022
Strategic report
Governance
Financials
Other information
Net financing costs
Earnings per share
Investment income
Financing costs
Net financing costs
Adjustments for:
Mark-to-market gains
Foreign exchange losses
FY22
€m
254
(1,964)
(1,710)
FY21
€m
330
(1,027)
(697)
Reported
change %
(145.3)
(256)
284
(1,091)
23
Basic earnings per share
Adjusted basic earnings
per share1
Note:
FY22
eurocents
7.20c
FY21
eurocents
0.38c
Reported
change
eurocents
6.82c
11.03c
8.08c
2.95c
Adjusted net financing costs1
(1,682)
(1,765)
4.7
Basic earnings per share was 7.20 eurocents, compared to 0.38 eurocents
Note:
1. Adjusted net financing costs is a non-GAAP measure. See page 223 for more information.
Net financing costs increased by €1,013 million, primarily due to
lower mark-to-market gains on options held relating to the Group’s
mandatory convertible bonds and increased foreign exchange losses
on intercompany funding arrangements. Adjusted net financing costs
remained broadly stable year-on-year, reflecting consistent average net
debt balances and weighted average borrowing costs for both periods.
Taxation
Effective tax rate
Adjusted effective tax rate1
Note:
FY22
%
33.6%
27.9%
FY21
%
87.8%
26.9%
Change
pps
(54.2)
1.0
1. Adjusted effective tax rate is a non-GAAP measure. See page 223 for more information.
The Group’s effective tax rate for the year ended 31 March 2022
was 33.6%. The effective tax rate includes a €1,468 million charge
(2021: €2,128 million*) for the utilisation of losses in Luxembourg which
arises from an increase in the valuation of investments based upon local
GAAP financial statements and tax returns. The current year charge was
principally driven by increases in the value of our listed investments. The
1. Adjusted basic earnings per share is a non-GAAP measure. See page 223 for more information.
for the year ended 31 March 2021.
Adjusted basic earnings per share was 11.03 eurocents compared to
8.08 eurocents for the year ended 31 March 2021.
Consolidated statement of financial position
The consolidated statement of financial position is set out on page 130.
Details on the major movements of both our assets and liabilities in the
year are set out below.
Assets
Goodwill and other intangible assets decreased by €0.3 billion between
31 March 2021 and 31 March 2022 to €53.2 billion. This primarily reflects
the amortisation of computer software and licence and spectrum fees,
partially offset by additions in the year.
Property, plant and equipment decreased by €0.4 billion between
31 March 2021 and 31 March 2022 to €40.8 billion. This reflects a net
decrease in the carrying value of leased assets by €0.6 billion, partially
offset by an increase in the carrying value of owned assets.
Other non-current assets decreased by €0.6 billion between
31 March 2021 and 31 March 2022 to €31.4 billion, primarily due
to a €2.5 billion decrease in deferred tax assets offset by a €1.6 billion
increase in trade and other receivables.
effective tax rate also includes €327 million (2021: €320 million) relating
Assets held for sale at 31 March 2021 and 31 March 2022 comprise the
to the use of losses in Luxembourg and a credit of €699 million relating
Group’s interest in Indus Towers Limited. Further detail is provided in note
to the recognition of a deferred tax asset in Luxembourg because of
7 ‘Discontinued operations and assets held for sale’ to the consolidated
higher interest rates increasing our forecasts of future profits. The year
financial statements.
ended 31 March 2021 included a charge of €699 million* relating to
the de-recognition of a deferred tax asset in Luxembourg. These items
change the total losses we have available for future use against our
profits in Luxembourg and neither item affects the amount of tax we
pay in other countries.
The effective tax rate also includes an increase in our deferred tax
assets in the UK of €593 million (2021: €nil) following the increase in
the corporate tax rate to 25% and €273 million (2021: €nil) following
the revaluation of assets for tax purposes in Italy.
Current assets increased by €0.6 billion between 31 March 2021 and
31 March 2022 to €27.6 billion, primarily due to an increase of €1.7 billion
in cash and cash equivalents, a €0.2 billion increase in inventory, offset by
a €1.2 billion decrease in other investments.
Total equity and liabilities
Total equity decreased by €0.8 billion between 31 March 2021 and
31 March 2022 to €57.0 billion, due to comprehensive income for the
period of €5.0 billion, share-based payments of €0.1 billion, an increase
of €0.2 billion arising from transactions with non-controlling interests
The Group’s Adjusted effective tax rate for the year ended 31 March 2022
in subsidiaries, offset by €3.0 billion of dividends paid to the Group’s
was 27.9% (2021: 26.9%). This is in line with our expectations for the year.
shareholders and the purchase of treasury shares of €3.1 billion.
The adjusted effective tax rate excludes the amounts relating to Luxembourg,
Non-current liabilities decreased by €5.2 billion between 31 March 2021
the impact of the UK tax rate change and revaluation of assets in Italy
which are set out above.
and 31 March 2022 to €63.3 billion, primarily due to a €2.4 billion decrease
in trade and other payables, a €1.6 billion decrease in deferred tax liabilities,
a €1.1 billion decrease in borrowings and a €0.2 billion decrease in post
employment benefits.
Current liabilities increased by €4.9 billion between 31 March 2021 and
31 March 2022 to €33.6 billion, primarily due to a €3.5 billion increase in
borrowings, a €1.6 billion increase in trade and other payables, offset by a
€0.2 billion decrease in provisions.
Inflation
31 March 2022.
Inflation did not have a significant effect on the Group’s consolidated
results of operations and financial condition during the year ended
Note:
* During the year ended 31 March 2022, we revised the calculation of certain impairment reversals
recognised by our Luxembourg holding companies for the year ended 31 March 2021; this had no
impact on the amount of deferred tax assets recognised at that date but has changed the amount
of our unrecognised deferred tax assets by €0.7 billion (unrecognised losses of €2.8 billion).
Free cash flow1
Adjustments:
– Licences and spectrum
– Restructuring costs
– Integration capital additions3
– Restructuring and integration
working capital
– Vantage Towers growth
capital expenditure
– Special dividend in Egypt
Adjusted free cash flow1
3,309
3,110
896
267
314
213
244
194
5,437
1,221
356
329
3
–
–
5,019
Notes:
1. Adjusted EBITDAaL, Free cash flow, Adjusted free cash flow and Net debt are non-GAAP
measures. See page 223 for more information.
2. See page 233 for an analysis of tangible and intangible additions in the year.
3.
Integration capital additions comprises amounts for the integration of acquired Liberty Global
assets and network integration.
Interest received and paid excludes interest on lease liabilities of €361 million outflow
(FY21: €307 million) included within Adjusted EBITDAaL and €58 million of cash inflow (FY21:
€9 million) from the option structures relating to the issue of the mandatory convertible bonds
which is included within Share buybacks. The option structures were intended to ensure that the
total cash outflow to execute the programme were broadly equivalent to the amounts raised on
issuing each tranche.
‘Other movements on net debt’ for the year ended 31 March 2022 includes mark-to-market
gains recognised in the income statement of €256 million (FY21: €1,091 million gain). The year
ended 31 March 2021 also included payments in respect of bank borrowings secured against
Indian assets of €83 million and payments to Vodafone Idea Limited of €235 million in respect
of the contingent liability mechanism.
Adjusted free cash flow increased by €418 million to an inflow
of €5,437 million, resulting from an increase in Adjusted EBITDAaL
and lower interest received and paid, partially offset by an increase in
capital additions and neutral working capital movements for the year.
Borrowings and cash position
Non-current borrowings
Current borrowings
Borrowings
Cash and cash equivalents
Borrowings less cash and
cash equivalents
Reported
change %
FY22
€m
(58,131)
(11,961)
(70,092)
7,496
FY21
€m
(59,272)
(8,488)
(67,760)
5,821
(62,596)
(61,939)
(1.1)
Borrowings principally includes bonds of €48,031 million (FY21:
€46,885 million) and lease liabilities of €12,539 million (FY21:
€13,032 million).
The increase in borrowings of €2,332 million is principally driven by
an increase of €1,952 million on derivative collateral positions, which
impacts both cash and short-term borrowings.
Cash flow, capital allocation and funding
Analysis of cash flow
Inflow from operating activities
Outflow from investing activities
Outflow from financing activities
Net cash inflow/(outflow)
Cash and cash equivalents at
beginning of the financial year
Exchange gain/(loss) on cash and
cash equivalents
Cash and cash equivalents at
end of the financial year
FY22
€m
18,081
(6,868)
(9,706)
1,507
FY21
€m
17,215
(9,262)
(15,196)
(7,243)
Reported
change %
5.0
25.8
36.1
120.8
5,790
13,288
74
(255)
7,371
5,790
Cash inflow from operating activities increased by 5.0% to €18,081 million,
primarily due to higher operating profit.
Outflow from investing activities decreased by 25.8% to €6,868 million,
primarily due to a decrease of €2,409 million (2021: €1,993 million
increase) in collateral assets held against derivative liabilities, partially
offset by purchases of other short-term investments and property, plant
and equipment.
4.
5.
Outflows from financing activities decreased by 36.1% to €9,706 million,
driven by an increase of €1,952 million (2021: €4,330 million decrease)
in collateral liabilities held against derivative assets and lower borrowing
repayments compared to the previous year, partially offset by the
purchase of treasury shares of €2,087 million in the current year.
Adjusted EBITDAaL1
Capital additions2
Working capital
Disposal of property, plant and
equipment and intangible assets
Restructuring costs
Integration capital additions3
Restructuring and integration
working capital
Licences and spectrum
Interest received and paid4
Taxation
Dividends received from associates
and joint ventures
Dividends paid to non-controlling
shareholders in subsidiaries
Other
Free cash flow1
Acquisitions and disposals
Equity dividends paid
Share buybacks4
Foreign exchange loss
Other movements on net debt5
Net debt (increase)/decrease1
Opening net debt1
Closing net debt1
FY22
€m
15,208
(8,306)
(31)
FY21
€m
14,386
(7,854)
564
Reported
change %
5.7
27
(267)
(314)
(213)
(896)
(1,254)
(925)
42
(356)
(329)
(3)
(1,221)
(1,553)
(1,020)
638
628
(539)
181
3,309
138
(2,474)
(2,029)
(378)
399
(1,035)
(40,543)
(41,578)
(391)
217
3,110
447
(2,427)
(53)
(219)
646
1,504
(42,047)
(40,543)
6.4
(2.6)
32
Vodafone Group Plc
Annual Report 2022
Strategic report
Governance
Financials
Other information
Our financial performance (continued)
Return on capital employed
Return on capital employed (‘ROCE’) reflects how efficiently we are
generating profit with the capital we deploy.
Reported
change %
Pre-tax ROCE (controlled)1
Post-tax ROCE (controlled and
associates/joint ventures)1
ROCE calculated using GAAP
measures2
FY221
€m
7.2%
FY21
€m
5.5%
Change
bps
1.7
5.0%
3.9%
5.0%
4.4%
1.1
0.6
Notes:
1. Pre-tax ROCE (controlled) and Post-tax ROCE (controlled and associates/joint ventures)
are non-GAAP measures. See page 223 for more information.
2. ROCE is calculated by dividing Operating profit by the average of capital employed as
reported in the consolidated statement of financial position. See pages 230 and 231
for the detail of the calculation.
We calculate two ROCE measures: i) Pre-tax ROCE for controlled
operations only and ii) Post-tax ROCE including associates and
joint ventures.
Pre-tax ROCE increased to 7.2% % (FY21: 5.5%). The increase reflects
a strong increase in adjusted operating profit, lower amortisation on
licences and spectrum fees and a small decrease in average capital
employed. Similarly, post-tax ROCE increased to 5.0% (FY21: 3.9%).
ROCE using GAAP measures increased to 5.0% (FY21: 4.4%). The increase
reflects a higher operating profit during the year-ended 31 March 2022
coupled with a slight decrease in average capital employed.
Funding position
Bonds
Bank loans
Other borrowings including
spectrum
Gross debt1
Cash and cash equivalents
Short-term investments2
Derivative financial instruments3
Net collateral (liabilities)/assets4
Net debt1
FY22
€m
(48,031)
(1,317)
FY21
€m
(46,885)
(1,419)
(3,909)
(53,257)
7,496
4,795
1,604
(2,216)
(41,578)
(4,215)
(52,519)
5,821
4,007
3
2,145
(40,543)
(1.4)
(2.6)
Notes:
1. Gross debt and Net debt are non-GAAP measures. See page 223 for more information.
2. Short-term investments includes €1,446 million (FY21: €1,053 million) of highly liquid
government and government-backed securities and managed investment funds of
€3,349 million (FY21: €2,954 million) that are in highly rated and liquid money market
investments with liquidity of up to 90 days.
3. Derivative financial instruments excludes derivative movements in cash flow hedging reserves
of €1,350 million gain (FY21: €862 million loss).
4. Net collateral (liabilities)/assets on derivative financial instruments result in cash being (held)/
paid as security. This is repayable or receivable when derivatives are settled and is therefore
deducted from liquidity.
Net debt increased by €1,035 million primarily as a result of Free cash
flow of €3,309 million, offset by equity dividends paid of €2,474 million
and share buybacks of €2,029 million (1,441 million shares) used to offset
dilution linked to mandatory convertible bonds.
Other funding obligations to be considered alongside net debt include:
– Lease liabilities of €12,539 million (FY21: €13,032 million)
– Mandatory convertible bonds recognised in equity of €nil
(FY21: €1,904 million)
– KDG put option liabilities of €494 million (FY21: €492 million)
– Guarantees over Australia joint venture loans of €1,573 million
(FY21: €1,489 million)
– Pension liabilities of €281 million (FY21: €513 million)
The Group’s gross and net debt includes €9,942 million (FY21:
€7,942 million) of long-term borrowings (‘Hybrid bonds’) for which
a 50% equity characteristic of €4,971 million (FY21: €3,971 million)
is attributed by credit rating agencies.
The Group’s gross and net debt includes certain bonds which have been
designated in hedge relationships, which are carried at €1,316 million
higher value (FY21: €1,390 million higher) than their euro equivalent
redemption value. In addition, where bonds are issued in currencies other
than euros, the Group has entered into foreign currency swaps to fix the
euro cash outflows on redemption. The impact of these swaps is not
reflected in gross debt and if it was included would decrease the euro
equivalent value of the bonds by €1,456 million (FY21: €127 million).
.
32
Vodafone Group Plc
Annual Report 2022
Our financial performance (continued)
Strategic report
Governance
Financials
Other information
33
Vodafone Group Plc
Annual Report 2022
Strategic report
Governance
Financials
Other information
Funding position
Return on capital employed
FY22
€m
FY21
€m
Reported
change %
generating profit with the capital we deploy.
Return on capital employed (‘ROCE’) reflects how efficiently we are
Pre-tax ROCE (controlled)1
Post-tax ROCE (controlled and
associates/joint ventures)1
ROCE calculated using GAAP
measures2
Notes:
FY221
€m
7.2%
FY21
€m
5.5%
5.0%
3.9%
5.0%
4.4%
Change
bps
1.7
1.1
0.6
1. Pre-tax ROCE (controlled) and Post-tax ROCE (controlled and associates/joint ventures)
are non-GAAP measures. See page 223 for more information.
2. ROCE is calculated by dividing Operating profit by the average of capital employed as
reported in the consolidated statement of financial position. See pages 230 and 231
for the detail of the calculation.
We calculate two ROCE measures: i) Pre-tax ROCE for controlled
operations only and ii) Post-tax ROCE including associates and
joint ventures.
Pre-tax ROCE increased to 7.2% % (FY21: 5.5%). The increase reflects
a strong increase in adjusted operating profit, lower amortisation on
licences and spectrum fees and a small decrease in average capital
employed. Similarly, post-tax ROCE increased to 5.0% (FY21: 3.9%).
ROCE using GAAP measures increased to 5.0% (FY21: 4.4%). The increase
reflects a higher operating profit during the year-ended 31 March 2022
coupled with a slight decrease in average capital employed.
Bonds
Bank loans
spectrum
Gross debt1
Other borrowings including
(48,031)
(46,885)
(1,317)
(1,419)
(3,909)
(4,215)
(53,257)
(52,519)
(1.4)
Cash and cash equivalents
Short-term investments2
Derivative financial instruments3
Net collateral (liabilities)/assets4
7,496
4,795
1,604
5,821
4,007
3
(2,216)
2,145
(41,578)
(40,543)
(2.6)
Net debt1
Notes:
1. Gross debt and Net debt are non-GAAP measures. See page 223 for more information.
2. Short-term investments includes €1,446 million (FY21: €1,053 million) of highly liquid
government and government-backed securities and managed investment funds of
€3,349 million (FY21: €2,954 million) that are in highly rated and liquid money market
investments with liquidity of up to 90 days.
3. Derivative financial instruments excludes derivative movements in cash flow hedging reserves
of €1,350 million gain (FY21: €862 million loss).
4. Net collateral (liabilities)/assets on derivative financial instruments result in cash being (held)/
paid as security. This is repayable or receivable when derivatives are settled and is therefore
deducted from liquidity.
Net debt increased by €1,035 million primarily as a result of Free cash
flow of €3,309 million, offset by equity dividends paid of €2,474 million
and share buybacks of €2,029 million (1,441 million shares) used to offset
dilution linked to mandatory convertible bonds.
Other funding obligations to be considered alongside net debt include:
– Lease liabilities of €12,539 million (FY21: €13,032 million)
– Mandatory convertible bonds recognised in equity of €nil
(FY21: €1,904 million)
– KDG put option liabilities of €494 million (FY21: €492 million)
– Guarantees over Australia joint venture loans of €1,573 million
(FY21: €1,489 million)
– Pension liabilities of €281 million (FY21: €513 million)
The Group’s gross and net debt includes €9,942 million (FY21:
€7,942 million) of long-term borrowings (‘Hybrid bonds’) for which
a 50% equity characteristic of €4,971 million (FY21: €3,971 million)
is attributed by credit rating agencies.
The Group’s gross and net debt includes certain bonds which have been
designated in hedge relationships, which are carried at €1,316 million
higher value (FY21: €1,390 million higher) than their euro equivalent
redemption value. In addition, where bonds are issued in currencies other
than euros, the Group has entered into foreign currency swaps to fix the
euro cash outflows on redemption. The impact of these swaps is not
reflected in gross debt and if it was included would decrease the euro
equivalent value of the bonds by €1,456 million (FY21: €127 million).
.
Share buybacks
In March 2021, Vodafone started a series of irrevocable and non-discretionary
share buyback programmes, announced on 19 March 2021, 19 May 2021,
23 July 2021 and 17 November 2021 (the ‘programmes’). The sole purpose
of the programmes was to reduce the issued share capital of Vodafone to
offset the increase in the issued share capital as a result of the maturing of
the first tranche of the mandatory convertible bond (‘MCB’) in March 2021.
On 9 March 2022, Vodafone announced the commencement of a new
irrevocable and non-discretionary share buyback programme, the sole
purpose being to reduce the issued share capital of Vodafone to partially
offset the increase in the issued share capital as a result of the maturing
of the second tranche of the MCB in March 2022.
In order to satisfy the first tranche of the MCB, 1,426.8 million shares
were reissued from treasury shares in March 2021 at a conversion
price of £1.2055. This reflected the conversion price at issue (£1.3505)
adjusted for the pound sterling equivalent of aggregate dividends paid
in August 2019, February 2020, August 2020 and February 2021. In
order to satisfy the second tranche of the MCB, 1,518.6 million shares
were reissued from treasury shares in March 2022 at a conversion
price of £1.326. This reflected the conversion price at issue (£1.3505)
adjusted for the pound sterling equivalent of aggregate dividends
paid in August 2019, February 2020, August 2020, February 2021,
August 2021 and February 2022.
The current programme started on 17 March 2022 and is due to
complete on 15 November 2022. Details of the shares purchased
under the programmes, including those purchased under irrevocable
instructions, are shown below.
Average price
paid for shares
inclusive of
transaction costs
Pence
134.60
135.34
135.71
128.59
118.35
120.78
118.04
111.94
113.18
112.93
120.70
136.33
126.41
128.71
Total number of
shares purchased
under publicly
announced
share buyback
programmes2
000s
52,682
184,386
302,481
428,039
553,597
673,448
799,006
918,857
1,044,405
1,161,388
1,278,354
1,392,476
1,493,532
1,608,948
Maximum number
of shares that may
yet be purchased
under the
programmes3,4
000s
204,141
72,437
222,580
97,022
439,452
319,601
194,043
74,192
382,307
265,324
148,358
34,236
953,699
838,283
Number of shares
purchased1
000s
52,682
131,704
118,095
125,558
125,558
119,851
125,558
119,851
125,548
116,983
116,966
114,122
101,056
115,416
54,671
1,663,619
120.98
123.47
1,663,619
1,663,619
783,612
783,612
Date of share purchase
March 2021
April 2021
May 2021
June 2021
July 2021
August 2021
September 2021
October 2021
November 2021
December 2021
January 2022
February 2022
March 2022
April 2022
May 2022
(to 13 May)
Total5
Notes:
1. The nominal value of shares purchased is 2020/21 US cents each.
2. No shares were purchased outside the publicly announced share buyback programmes.
In accordance with shareholder authority granted at the 2021 Annual General Meeting.
3.
4. The total shares repurchased under each programme were 256,822,895 shares completed on
18 May 2021, 268,237,246 shares completed on 23 July 2021, 467,988,432 shares completed
on 17 November 2021, and 433,662,325 shares completed on 8 March 2022.
5. The total number of shares purchased represented 5.9% of our issued share capital, excluding
treasury shares, at 13 May 2022.
Dividends
The Board is recommending total dividends per share of 9.0 eurocents
for the year. This includes a final dividend of 4.5 eurocents which
compares to 4.5 eurocents in the prior year.
This year’s report contains the Strategic Report on pages 1 to 67,
which includes an analysis of our performance and position, a review
of the business during the year, and outlines the principal risks
and uncertainties we face. The Strategic Report was approved
by the Board and signed on its behalf by the Chief Executive and
Chief Financial Officer.
Nick Read
Chief Executive
17 May 2022
Margherita Della Valle
Chief Financial Officer
17 May 2022
34
Vodafone Group Plc
Annual Report 2022
Strategic report
Governance
Financials
Other information
Purpose, sustainability and responsible business
We connect for a better future
Our approach to ESG
Our approach to ESG (Environmental, Social and Governance topics) is an integral part of our purpose
and strategy to be a new generation connectivity and digital services provider for Europe and Africa,
enabling an inclusive and sustainable digital society.
Below we have set out the main elements through which our approach to ESG is delivered. Our strategy helps to deliver our targets across three purpose
pillars: Inclusion for All, Planet, and Digital Society and ensures Vodafone acts responsibly and ethically, wherever we operate. We are also committed to
supporting the delivery of the UN Sustainable Development Goals (‘SDGs’).
Our purpose pillars
Inclusion for All
Ensuring everyone has access to the benefits of a
digital society.
Access for all
Finding new ways to roll-out our network to rural
locations in our markets.
Propositions for equality
Providing relevant products and services to address
societal challenges such as gender equality and
financial inclusion.
Workplace equality
Developing a diverse and inclusive global workforce
that reflects the customers and societies we serve.
Planet
Reducing our environmental impact and helping
society decarbonise.
Climate change
Working to reduce our environmental impact to
reach net zero emissions across our full value chain
by 2040.
Carbon enablement
Helping our customers reduce their own carbon
emissions by 350 million tonnes by 2030.
E-waste
Driving action to reduce device waste and
progressing against our target to reuse, resell or
recycle 100% of our network waste.
Digital Society
Connecting people and things and digitalising
critical sectors.
Digitalising business
Providing products and services to support
business, particularly SMEs.
Digitalising agriculture
Supporting the digitalisation of agriculture with
specific products and services.
Revolutionising healthcare
Using our products, services and technology to
support the digitalisation of healthcare.
Read more
on pages 36-40
Read more
on pages 41-44
Read more
on pages 44-45
Social contract: Activation and acceleration of our purpose initiatives
Our approach is underpinned by responsible business practices
Protecting data
Customers trust us with their data and maintaining
this trust is critical.
Data privacy
We want to respect the privacy preferences of our
customers and help improve society through the
responsible use of data.
Cyber security
As a provider of critical national infrastructure and
connectivity that is relied upon by millions of
customers, we prioritise cyber and information
security across everything that we do.
Protecting people
Health and safety
Creating a safe working environment for everyone
working for and on behalf of Vodafone.
Mobiles, masts and health
Operating our networks within national regulations.
Human rights
Contributing to the protection and promotion of
human rights and freedoms.
Responsible supply chain
Managing relationships with our direct suppliers,
and evaluating their commitments to diversity,
inclusion and the environment.
Business integrity
We are committed to ensuring that our business
operates ethically, lawfully and with integrity
wherever we operate.
Tax and economic contribution
As a major investor, taxpayer and employer, we
make a significant contribution to the economies
of the countries in which we operate.
Anti-bribery and corruption
We have a policy of zero tolerance towards bribery
or corruption. Our policy provides guidance on what
constitutes a bribe and prohibits giving or receiving
any excessive or improper gifts and hospitality.
Read more
on pages 47-51
Read more
on pages 52-53
Read more
on page 56
Essential to our approach is transparency and measurement
Learn more about how we
help improve digital inclusion:
investors.vodafone.com/videos
Learn more about our
net zero goal:
investors.vodafone.com/videos
Learn more about our
approach to data privacy:
investors.vodafone.com/videos
Learn more about our approach
to cyber security:
investors.vodafone.com/videos
Learn more about our
human rights approach:
investors.vodafone.com/videos
Learn more about our
approach to tax:
investors.vodafone.com/videos
34
Vodafone Group Plc
Annual Report 2022
Strategic report
Governance
Financials
Other information
35
Vodafone Group Plc
Annual Report 2022
Strategic report
Governance
Financials
Other information
Purpose, sustainability and responsible business
We connect for a better future
Our approach to ESG
Our targets and achievements
Our approach to ESG (Environmental, Social and Governance topics) is an integral part of our purpose
and strategy to be a new generation connectivity and digital services provider for Europe and Africa,
enabling an inclusive and sustainable digital society.
Over the last year we have made progress against many of our key purpose targets. We also established
a new Board Committee to provide oversight of our ESG programme.
Below we have set out the main elements through which our approach to ESG is delivered. Our strategy helps to deliver our targets across three purpose
pillars: Inclusion for All, Planet, and Digital Society and ensures Vodafone acts responsibly and ethically, wherever we operate. We are also committed to
supporting the delivery of the UN Sustainable Development Goals (‘SDGs’).
Our purpose pillars
digital society.
Access for all
locations in our markets.
Propositions for equality
financial inclusion.
Workplace equality
Read more
on pages 36-40
Inclusion for All
Planet
Ensuring everyone has access to the benefits of a
Reducing our environmental impact and helping
Connecting people and things and digitalising
Finding new ways to roll-out our network to rural
Working to reduce our environmental impact to
Providing products and services to support
reach net zero emissions across our full value chain
business, particularly SMEs.
Providing relevant products and services to address
Carbon enablement
societal challenges such as gender equality and
Helping our customers reduce their own carbon
specific products and services.
emissions by 350 million tonnes by 2030.
Digitalising agriculture
Supporting the digitalisation of agriculture with
Revolutionising healthcare
Using our products, services and technology to
Developing a diverse and inclusive global workforce
Driving action to reduce device waste and
support the digitalisation of healthcare.
that reflects the customers and societies we serve.
progressing against our target to reuse, resell or
society decarbonise.
Climate change
by 2040.
E-waste
Digital Society
critical sectors.
Digitalising business
recycle 100% of our network waste.
Read more
on pages 41-44
Read more
on pages 44-45
Social contract: Activation and acceleration of our purpose initiatives
Our approach is underpinned by responsible business practices
Protecting data
Protecting people
Business integrity
Customers trust us with their data and maintaining
Health and safety
We want to respect the privacy preferences of our
customers and help improve society through the
Mobiles, masts and health
Operating our networks within national regulations.
Creating a safe working environment for everyone
working for and on behalf of Vodafone.
this trust is critical.
Data privacy
responsible use of data.
Cyber security
As a provider of critical national infrastructure and
connectivity that is relied upon by millions of
customers, we prioritise cyber and information
security across everything that we do.
Human rights
Contributing to the protection and promotion of
human rights and freedoms.
Responsible supply chain
Managing relationships with our direct suppliers,
and evaluating their commitments to diversity,
inclusion and the environment.
We are committed to ensuring that our business
operates ethically, lawfully and with integrity
wherever we operate.
Tax and economic contribution
As a major investor, taxpayer and employer, we
make a significant contribution to the economies
of the countries in which we operate.
Anti-bribery and corruption
We have a policy of zero tolerance towards bribery
or corruption. Our policy provides guidance on what
constitutes a bribe and prohibits giving or receiving
any excessive or improper gifts and hospitality.
Read more
on pages 47-51
Read more
on pages 52-53
Read more
on page 56
Essential to our approach is transparency and measurement
Learn more about how we
help improve digital inclusion:
investors.vodafone.com/videos
Learn more about our
net zero goal:
investors.vodafone.com/videos
Learn more about our
approach to data privacy:
investors.vodafone.com/videos
Learn more about our approach
to cyber security:
investors.vodafone.com/videos
Learn more about our
human rights approach:
Learn more about our
approach to tax:
investors.vodafone.com/videos
investors.vodafone.com/videos
100%
renewable
electricity in
European markets
üTarget achieved
from July 2021, four
years ahead of our
original 2025 target.
23%
reduction in
Scope 1 and 2
emissions
By 2030 we will
fully abate all
carbon emissions
from Scope 1
and 2 activities and
halve our Scope 3
emissions.
32%
women in
management
and senior
leadership roles
We aim to have
40% women in
management roles
by 2030.
21.6
million additional
female customers
(Africa and Turkey)
since 2016
üTarget achieved,
four years ahead of
our original target.
52.4
million M-Pesa
customers
üTarget achieved
four years ahead of
our original target.
3.6m
V-Hub users
We aim to support
seven million users
to digitalise using
V-Hub by 2025.
This year we set a
new target, aiming
to connect 75 million
customers to financial
services by 2026.
2.9m
smallholder
farmers
registered on our
Connected Farmer
platform, supporting
them to digitalise.
Read more on
pages 42-43
Read more on
pages 42-43
Read more on
page 39
Read more on
page 37
Read more on
pages 37-38
Read more on
page 44
Read more on
page 45
Materiality
We have conducted a materiality assessment to identify the material and
emerging ESG issues relevant to our business, our stakeholders and the
societies in which we operate.
Click to read our materiality matrix –
vodafone.com/sustainable-business
Reporting frameworks
Vodafone reports against a number of voluntary reporting frameworks to
help stakeholders understand our sustainable business performance.
GRI
The Global Reporting Initiative (‘GRI’) is the most widely accepted
global standard for sustainability reporting. The GRI Standards
allow companies to report their material impacts for a range of
economic, environmental and social issues. Our 2022 disclosure
is included in our 2022 ESG Addendum.
Click to download our ESG Addendum:
investors.vodafone.com/esgaddendum
SASB
Due to increasing demand for sustainability information that
is comparable, consistent and financially material, we have
published disclosures in accordance with the Sustainability
Accounting Standards Board’s (‘SASB’) Standards.
Click to read our SASB disclosures:
investors.vodafone.com/sasb
UNGC
Vodafone is a participant in the United Nations Global Compact
(‘UNGC’). As part of this, Vodafone supports the Ten Principles
of the United Nations Global Compact on human rights, labour,
environment and anti-corruption. Our 2022 Communication on
Progress can be found in our 2022 ESG Addendum.
CDP
Vodafone participates in the CDP’s annual climate
change questionnaire.
Click to read our CDP response:
vodafone.com/sustainbility-reports
Governance
The Executive Committee has overall accountability to the Board for
our sustainable business strategy and regularly reviews progress. In
addition, each pillar of our purpose has an executive-level sponsor.
The ESG Committee held its first two meetings this year and the Board
now benefits from dedicated oversight of our ESG programme. We also
continue to include ESG measures in the long-term incentive plan for
our senior leaders.
ESG governance structure
The role of the ESG Committee is to provide oversight of our
ESG programme, sustainability and responsible business practices
as well as our contribution to the societies we operate in under our
social contract.
Board
ESG Committee
Executive Committee
Purpose and Reputation Steering Committee
Planet
Executive-level
sponsor:
Joakim Reiter
Inclusion
for All
Executive-level
sponsor:
Serpil Timuray
Digital
Society
Executive-level
sponsor:
Vinod Kumar
Read more about the Board’s oversight of material
ESG topics on page 89
Read more about the governance underpinning our
responsible business practices on pages 47-57
Strategic report
Governance
Financials
Other information
36
Vodafone Group Plc
Annual Report 2022
Purpose
Our purpose
Our purpose is to connect for a better future
by using technology to improve lives and
enable inclusive and sustainable digital
societies. We achieve this by focusing on three
pillars: Inclusion for All, Planet and Digital Society,
which serve as the framework for everything we
do at Vodafone. Our purpose is underpinned by
our responsible business practices: protecting
data, protecting people and business integrity.
Our three purpose pillars are focused on integrating environmental and
social considerations into our business strategy and priorities. To further
embed this approach, this year we established a new ESG Committee as
a formal committee of the Board. This will provide strategic support for
our ESG ambitions, and ensure effective oversight of our ESG strategy.
Read more on our ESG Committee
on page 89
The role of business in society is changing, accelerated by the COVID-19
pandemic. Recognising this, we continue to evolve our social contract,
which is the partnership we wish to develop with governments, policy
makers and civil society. We use the social contract to understand what
matters the most to the societies and economies we work in, and activate
our purpose around these. This year we transitioned our social contract
focus to ‘BuildBackBetter’ by deploying initiatives to address societal
challenges created by the pandemic.
For example, aligned to the EU’s focus on a green recovery from
COVID-19, we accelerated the delivery of our target on renewables,
and achieved 100% renewable electricity use in Europe and Turkey
from July 2021, four years ahead of our 2025 target date.
Our response to the war in Ukraine
In response to the war in Ukraine, we have been offering support to our
customers and communities. The humanitarian part of our comprehensive
response is coordinated through the Vodafone Foundation, in line with
our policy for all charitable activities to be led and funnelled by our
Foundations. The situation is fast evolving at the time of writing, but we
have donated over €3 million in contributions and services in-kind in
response, including:
– Free roaming, calls and texts in our European markets for Vodafone
Ukraine’s customers who have left Ukraine (we have a partner market
agreement with Vodafone Ukraine);
– Free calls and text messages to Ukraine;
– Offering fast-track employment opportunities for those displaced by
the crisis (Ukrainians, or other nationals, who have fled the country to
find safety);
– Vodafone Group Foundation has donated €500,000 from its
Humanitarian Fund to UNHCR and local Vodafone Foundations in
Czech Republic, Romania and Hungary; and
– Vodafone employee volunteers travelled to Romania and Hungary
to help install free-to-use instant WiFi and charging points for mobile
phones to help refugees crossing the border.
Further to these voluntary measures, on 8 April 2022 Vodafone signed
a joint statement with other telecom operators in the EU, with the aim of
establishing a coordinated approach to ensuring connectivity to refugees
from Ukraine. In particular, Vodafone has committed to continuing to
implement voluntary measures, namely to maintain lower wholesale
charges for roaming and termination rates.
The following sections provide an overview of our purpose pillars and
targets, as well as the achievements over the past year.
Inclusion for All
Our Inclusion for All strategy seeks to ensure no one
is left behind. It focuses on access to connectivity,
digital skills and creating relevant products and
services, such as access to education, healthcare
and finance. We are also committed to developing
a diverse and inclusive global workforce that reflects
the customers and societies we serve.
With more than 4.9 billion1 people now online, the internet has
become a vital part of our lives by enabling us to keep in touch
and access government services, health information, banking and
entertainment. However, 2.9 billion people remain offline1, 96% of
whom live in developing countries. We operate in four countries2 that are
designated by the United Nations as Least Developed Countries (‘LDCs’)
where just 27%1 of people are online, and the challenges facing the
unconnected are even more pronounced.
Our Inclusion for All strategy focuses on overcoming the five key barriers
that create the digital divide – coverage, access to devices, affordability,
digital skills, and creating relevant products and services for those most
at risk of being unconnected, such as the elderly and women.
This year we have made significant progress across a number of areas,
increasing coverage, supporting customers to afford 4G devices, and
developing new services that help customers unlock more opportunities.
We have also pushed ourselves to set new targets and create new
partnerships across a number of inclusion areas, for example setting
a new financial inclusion target this year.
Closing the digital divide
Connecting everyone to digital services, particularly across Africa,
is a significant challenge. Fixed and mobile services are increasing
globally, with 4G networks reaching 88%3 of the world’s population.
We recognise that internet access is transformational, empowering
people to meaningfully contribute and connect, and so we
must continue to upgrade and expand our networks to achieve
meaningful connectivity.
Expanding coverage to rural networks remains a focus for us with 25%4 of
the EU population and 59%4 of the population in Sub-Saharan Africa living
in rural areas. Expansion of rural networks can often be more challenging
and have a lower return on investment due to lower population densities.
New approaches, partnerships and a blend of technologies will help us to
overcome some of these barriers and help deliver universal coverage.
We have also continued to work with our partners AST & Science LLC
to develop the first space-based mobile network to connect directly
to consumer 4G and 5G smartphones without the need for specialised
hardware. This partnership aims to provide mobile coverage in the
Democratic Republic of the Congo, Ghana, Mozambique, Kenya and
Tanzania. The AST mobile network will ultimately reach an estimated
1.6 billion people across 49 countries.
In Europe we are working to raise investment to boost high-speed
connectivity in rural areas, creating Smart Villages and Cities that
support businesses, citizens and the environment. We are also increasing
investment in rural areas, helping farmers and other rural small businesses
overcome barriers to connectivity.
ITU, 2022.
Notes:
1.
2. Markets designated as LDC’s – DRC, Mozambique, Lesotho and Tanzania.
3.
4. World Bank, 2020..
ITU, 2021.
36
Vodafone Group Plc
Annual Report 2022
Purpose
Our purpose
Inclusion for All
Our purpose is to connect for a better future
by using technology to improve lives and
enable inclusive and sustainable digital
societies. We achieve this by focusing on three
Our Inclusion for All strategy seeks to ensure no one
is left behind. It focuses on access to connectivity,
digital skills and creating relevant products and
services, such as access to education, healthcare
pillars: Inclusion for All, Planet and Digital Society,
and finance. We are also committed to developing
which serve as the framework for everything we
do at Vodafone. Our purpose is underpinned by
our responsible business practices: protecting
data, protecting people and business integrity.
Our three purpose pillars are focused on integrating environmental and
social considerations into our business strategy and priorities. To further
embed this approach, this year we established a new ESG Committee as
a formal committee of the Board. This will provide strategic support for
our ESG ambitions, and ensure effective oversight of our ESG strategy.
Read more on our ESG Committee
on page 89
The role of business in society is changing, accelerated by the COVID-19
pandemic. Recognising this, we continue to evolve our social contract,
which is the partnership we wish to develop with governments, policy
makers and civil society. We use the social contract to understand what
matters the most to the societies and economies we work in, and activate
our purpose around these. This year we transitioned our social contract
focus to ‘BuildBackBetter’ by deploying initiatives to address societal
challenges created by the pandemic.
For example, aligned to the EU’s focus on a green recovery from
COVID-19, we accelerated the delivery of our target on renewables,
and achieved 100% renewable electricity use in Europe and Turkey
from July 2021, four years ahead of our 2025 target date.
Our response to the war in Ukraine
In response to the war in Ukraine, we have been offering support to our
customers and communities. The humanitarian part of our comprehensive
response is coordinated through the Vodafone Foundation, in line with
our policy for all charitable activities to be led and funnelled by our
Foundations. The situation is fast evolving at the time of writing, but we
have donated over €3 million in contributions and services in-kind in
response, including:
– Free roaming, calls and texts in our European markets for Vodafone
Ukraine’s customers who have left Ukraine (we have a partner market
agreement with Vodafone Ukraine);
– Free calls and text messages to Ukraine;
– Offering fast-track employment opportunities for those displaced by
the crisis (Ukrainians, or other nationals, who have fled the country to
find safety);
– Vodafone Group Foundation has donated €500,000 from its
Humanitarian Fund to UNHCR and local Vodafone Foundations in
Czech Republic, Romania and Hungary; and
– Vodafone employee volunteers travelled to Romania and Hungary
to help install free-to-use instant WiFi and charging points for mobile
phones to help refugees crossing the border.
Further to these voluntary measures, on 8 April 2022 Vodafone signed
a joint statement with other telecom operators in the EU, with the aim of
establishing a coordinated approach to ensuring connectivity to refugees
from Ukraine. In particular, Vodafone has committed to continuing to
implement voluntary measures, namely to maintain lower wholesale
charges for roaming and termination rates.
The following sections provide an overview of our purpose pillars and
targets, as well as the achievements over the past year.
a diverse and inclusive global workforce that reflects
the customers and societies we serve.
With more than 4.9 billion1 people now online, the internet has
become a vital part of our lives by enabling us to keep in touch
and access government services, health information, banking and
entertainment. However, 2.9 billion people remain offline1, 96% of
whom live in developing countries. We operate in four countries2 that are
designated by the United Nations as Least Developed Countries (‘LDCs’)
where just 27%1 of people are online, and the challenges facing the
unconnected are even more pronounced.
Our Inclusion for All strategy focuses on overcoming the five key barriers
that create the digital divide – coverage, access to devices, affordability,
digital skills, and creating relevant products and services for those most
at risk of being unconnected, such as the elderly and women.
This year we have made significant progress across a number of areas,
increasing coverage, supporting customers to afford 4G devices, and
developing new services that help customers unlock more opportunities.
We have also pushed ourselves to set new targets and create new
partnerships across a number of inclusion areas, for example setting
a new financial inclusion target this year.
Closing the digital divide
Connecting everyone to digital services, particularly across Africa,
is a significant challenge. Fixed and mobile services are increasing
globally, with 4G networks reaching 88%3 of the world’s population.
We recognise that internet access is transformational, empowering
people to meaningfully contribute and connect, and so we
must continue to upgrade and expand our networks to achieve
meaningful connectivity.
Expanding coverage to rural networks remains a focus for us with 25%4 of
the EU population and 59%4 of the population in Sub-Saharan Africa living
in rural areas. Expansion of rural networks can often be more challenging
and have a lower return on investment due to lower population densities.
New approaches, partnerships and a blend of technologies will help us to
overcome some of these barriers and help deliver universal coverage.
We have also continued to work with our partners AST & Science LLC
to develop the first space-based mobile network to connect directly
to consumer 4G and 5G smartphones without the need for specialised
hardware. This partnership aims to provide mobile coverage in the
Democratic Republic of the Congo, Ghana, Mozambique, Kenya and
Tanzania. The AST mobile network will ultimately reach an estimated
1.6 billion people across 49 countries.
In Europe we are working to raise investment to boost high-speed
connectivity in rural areas, creating Smart Villages and Cities that
support businesses, citizens and the environment. We are also increasing
investment in rural areas, helping farmers and other rural small businesses
overcome barriers to connectivity.
Notes:
1.
ITU, 2022.
3.
ITU, 2021.
4. World Bank, 2020..
2. Markets designated as LDC’s – DRC, Mozambique, Lesotho and Tanzania.
Strategic report
Governance
Financials
Other information
37
Vodafone Group Plc
Annual Report 2022
Strategic report
Governance
Financials
Other information
The digital divide goes beyond just being connected and unconnected.
4G is now available to more than half of Africa’s population, but accounts
for just 15% of connections, on average, compared to 57% globally. There
are strong economic benefits from increased 4G connectivity. Research
from the World Bank shows that it can reduce the number of households
in extreme poverty by 4.3 percentage points, mainly due to increases
in labour force participation, particularly among women1. Furthermore,
expanding mobile broadband penetration across Africa by 10% could
boost GDP per capita by 2.5% 2.
There are many barriers preventing the use of 4G, including lack of awareness,
digital skills, and the prohibitive upfront cost of smartphones. We know that
the vast majority of those offline, 2.5 billion of the 2.9 billion unconnected,
live within mobile broadband coverage. Given that smartphones are
increasingly the main gateway to digital services, lowering the cost
of devices is key to addressing the digital divide. We run a number
of programmes designed to reduce the cost of a smartphone, from
applying subsidies, to offering financing to customers to shift from 2G
to 4G handsets.
Last year in partnership with Google, Safaricom launched a device-
financing initiative called Lipa Mdogo Mdogo (Pay Little by Little). Lipa
Mdogo Mdogo offers a flexible payment plan with an 85% reduction in
the upfront cost (a customer pays 500Kshs upfront) and an affordable
daily fee of 20Kshs. So far, 600,000 4G devices have been connected
through the Lipa Mdogo Mdogo initiative.
This year, in his role as commissioner to the UN Broadband Commission
for Sustainable Development, our Chief Executive, Nick Read, chaired
a new working group to forge multi-stakeholder action to connect
3.4 billion people with smartphones by 2030.
In order to drive digital inclusion to the hardest-to-connect communities,
we also announced in March 2022 that Vodafone will invest US$190 million
over the next five years to increase our 4G population coverage to an
additional 80 million people in Sub-Saharan Africa3. This means that
we have committed to increase our 4G population coverage from 54%
(higher than the African average of 49%) to approximately 85% across six
Sub-Saharan African countries. This targeted intervention includes four of
the least developed counties (‘LDCs’) – Mozambique, Tanzania, Lesotho
and the Democratic Republic of the Congo – and will help to close a
particular gap in internet usage between urban communities and rural
communities. This pledge was made as part of the ITU Partner2Connect
digital coalition and we will continue to develop other partnerships to help
us achieve this goal.
FY22 network deployment
Europe1
Africa2
Group1,2
4G sites deployed
(000s)
131.2
29.5
160.7
4G population
coverage
98.2%
64.8%
81.6%
Notes:
1. Excluding Vodafone Ziggo and including Turkey.
2. Excluding Safaricom.
Read more on our approach to closing the digital
divide through partnerships here: vodafone.com/
closing-the-digital-divide-through-partnership
Scan or click to watch a video summarising how our
products and services help close the digital divide:
investors.vodafone.com/videos
Addressing the digital gender gap
Goal: To connect an additional 20 million women living in Africa
and Turkey to mobile by 2025
Despite efforts to close the gender digital divide, the majority of those
still unconnected are women. The latest data from the GSMA4 indicates
progress to close this gender gap has stalled. Research indicates that
women who have access to mobile internet via a smartphone have
9% higher levels of wellbeing than women who have access via a basic
or feature phone5. However, across low and middle-income countries
women are 18% less likely than men to own a smartphone and 16%
less likely to use mobile internet5.
Key barriers preventing women in emerging markets from using the
internet include relevance of services, cost and adequate digital skills. We
focus on the first, relevance of services, as a strategy to increase women’s
access. For example, in many African markets gaining access to quality
health information and antenatal care can be very difficult. Information
delivered by mobile can help to bridge some of the gaps in crucial, basic
information. Responding to this, our Mum & Baby service continues
to grow, giving customers free access to maternal, neonatal and child
health information in South Africa and DRC. The service has over 2.1 million
registered users in South Africa, helping parents and caregivers to take
positive actions to improve their children’s health.
In part thanks, to services such as Mum & Baby, since 2016 we
estimate we have connected to our network an additional 21.6 million
female customers in Africa and Turkey. The increase of women in our
customer base also makes good business sense; women have a higher
Net Promoter Score (+4 percentage points compared to men).
Female customers (million)
2016 (baseline)
38.1
7.2
45.3
FY21
52.9
8.4
61.3
FY22
58.3
8.6
67.0
Africa1
Turkey
Total1
Note:
1.
Including Safaricom.
Building platforms for financial inclusion
Goal: To connect 50 million people and their families to mobile
money services by 2025
Two billion people remain unbanked globally4. Digital services are key to
helping people access safe, secure financial services. Without the ability
to transfer money, people are limited in their ability to save, access loans,
start a business and even be paid.
Together with Safaricom, we developed the first mobile money platform,
M-Pesa, which provides financial services to millions of people who have a
mobile phone but limited access to a bank account. It is also widely used
to manage business transactions and to pay salaries, pensions, agricultural
subsidies and government grants, and reduces the associated risks of
robbery and corruption in a cash-based society.
Over 19 billion transactions were made in the year using M-Pesa, the
equivalent of around 2 million per hour on average through a network
of more than 600,000 agents.
As of the end of March 2022, 52.4 million customers were using M-Pesa
(or equivalent). This marks a significant milestone and we have exceeded
our goal to connect 50 million people and their families to mobile financial
services four years ahead of our original target date. The breakdown of
customers per market is detailed in the table on the next page.
ITU, 2019.
Notes:
1. World Bank, 2020.
2.
3. Covering Mozambique, Lesotho, Tanzania, DRC, Ghana and South Africa.
4. GSMA, 2021.
5. GSMA, 2022.
38
Vodafone Group Plc
Annual Report 2022
Purpose (continued)
Strategic report
Governance
Financials
Other information
Workplace equality
As part of our purpose, we are committed to making the world more
connected, inclusive and sustainable, where everyone can truly be
themselves and belong. We bring the human touch to our technology
to create a better digital future for all, starting with our people.
Our people
We are developing a diverse and inclusive global workforce that reflects
the customers and societies we serve.
Key information
Average number of employees1
Average number of contractors
Employee contract types
Permanent
Fixed term contracts
Full-time
Part-time
Number of markets where we operate
Employee nationalities
Employees and contractors across
the Group
Germany2
UK 2
Italy2
Spain2
Vodacom Group2
Other Markets3
Vantage Towers2
_VOIS and Shared Operations4
Employee experience
Employee engagement index 5
Alignment to purpose5
Voluntary turnover rate6
Involuntary turnover rate6
2022
95,008
8,784
2021
94,274
10,481
87%
13%
93%
7%
19
134
14%
9%
5%
4%
11%
25%
0%
32%
73
93%
14%
3%
87%
13%
93%
7%
19
137
14%
9%
5%
4%
11%
26%
0%
31%
74
93%
8%
3%
Notes:
All headcount figures exclude non-controlled operations such as in the Netherlands, Kenya,
Australia and India.
1. Calculation considers employee pro-rated headcount.
2. The percentages reflect headcount in each operating company or group of operating
companies, such as the Vodacom Group.
3. Other Markets includes employees based in all other operating companies (Albania,
Czech Republic, Egypt, Ghana, Greece, Hungary, Ireland, Portugal, Romania, Turkey) and
other countries.
4. _VOIS and shared operations constitute a significant number of employees. The figures
presented above include _VOIS headcount across our footprint (India, Romania, Hungary,
Egypt and Albania), as well as headcount in our global Group entities.
5. More detail on the employee survey is included on page 21. The employee engagement index
is based on a weighted average index of responses to three questions: satisfaction working
at Vodafone; experiencing positive emotions at work; and recommending us as an employer.
Alignment to purpose is based on a single question that asks whether employees feel their daily
work contributes significantly to Vodafone’s purpose. Employee engagement index and purpose
alignments scores reflect September 2021 data.
6. The pandemic saw voluntary attrition levels fall in 2021. However, as vaccine programmes
progress and restrictions lift, we are seeing turnover return to slightly higher than pre-pandemic
levels. We are monitoring the situation closely through exit interviews and also introducing
specific and proactive retention approaches in place where required. The voluntary turnover
rate includes retirements and death-in-service.
To deepen our commitment to financial inclusion, and building on the success
to date, we have created a new target to connect 75 million customers
to mobile money and financial inclusion services by 31 March 2026.
As we committed last year, this target includes multiple financial service
platforms and products and sets our path to help close the financial divide.
This new target will include not just M-Pesa customers, but customers
of other services that contribute to financial inclusion. For example,
Vodacom launched our new VodaPay super-app in October 2021 and
this will be a key part of delivering this target. The VodaPay super-app for
smartphone users in South Africa offers access to digital financial services
as well as online shopping and lifestyle tools. The introduction of this
platform allows users to securely upload and store their money in a digital
wallet, pay bills, send money or make purchases without the registration
delays typically associated with setting up a traditional bank account in
Africa. The VodaPay super-app has 1.6 million current registered users.
Mobile money services adoption
Kenya (Safaricom)
Tanzania
Mozambique
Democratic Republic of
the Congo
Lesotho
Egypt
Ghana
Total
Number of
mobile money
customers (million)
30.5
6.8
5.2
% of
service revenue
38%
34%
24%
% penetration
of base
93%
56%
71%
3.5
1
3.5
1.9
52.4
15%
12%
2%
4%
22%
30%
82%
10%
53%
57%
Enabling quality education and digital skills
Even before the COVID-19 crisis, an estimated 258 million children around
the world were not in school1. More than half of all children globally were
not meeting the minimum expected standards in reading and mathematics1.
The COVID-19 pandemic highlighted the need to adapt teaching to the
new realities of increasingly digital societies. We have continued to grow
our Connected Education programme, providing access to our ready-
made classroom which includes connectivity, devices, and collaboration
software for students and teachers across the world. To date, around
1.5 million students and teachers in 4,500 educational institutions across
10 countries have benefited from this digital learning solution, helping
to bridge the digital divide.
In South Africa, the Vodacom e-School solution allows learners to access
curriculum-aligned content and educators to access learning materials on
their smartphone with no data charges. We currently have over 1.3 million
users on the platform.
Vodafone Foundation previously committed to invest €20 million to
expand digital skills and education programmes across Europe, aiming
to reach over 16 million learners by 20252. To date, the programme has
reached 1.2 million students and teachers.
In June 2021, Vodafone Foundation and UNHCR expanded their Instant
Network Schools programme which has helped to support over 94,000
refugee students and communities in four African countries. Two new
Instant Network Schools have been established in Mozambique, located
in the Maratane Refugee Settlement and the city of Nampula. These
will transform existing classrooms into multimedia hubs for learning,
complete with internet connectivity, sustainable solar power and a
robust teacher training programme. Together this will benefit nearly
9,000 students, 25,000 family members and over 200 teachers.
Notes:
1. UNESCO, 2018.
2. Beyond digital training, the Vodafone Foundation builds programmes around the world that
combine Vodafone’s charitable giving and technology to deliver public benefit and improve
people’s lives. The total amount donated by Vodafone to Vodafone Foundation in 2022 was
€47.4 million.
Strategic report
Governance
Financials
Other information
39
Vodafone Group Plc
Annual Report 2022
Strategic report
Governance
Financials
Other information
Menopause
Our research identified that 62% of women with symptoms of
menopause found it impacted their work. In March 2021, we made
a global commitment to support women experiencing menopause,
including the release of a global toolkit. For World Menopause Day in
October 2021, Vodafone’s menopause toolkit became freely available
to download externally. In March 2022, we launched a menopause
e-learning – a short course introducing the menopause, common
symptoms and the impact on work with tips for managers, colleagues,
family and friends.
Maternity and parental leave
Our global maternity and parental leave policies are available across
markets, providing 16 weeks of fully paid leave with a phased return to
work over six months, where parents work the equivalent of four days and
are paid for five days. This policy is open to all employees regardless of
gender, sexual orientation, length of service, and whether their partner
is having a baby, or they are welcoming a child through surrogacy or
adoption. This year, over 1,900 women have utilised our maternity leave.
Over 1,300 men have taken parental leave, with 53% of the latter taking
four or more weeks of leave.
Embedding inclusion
Alongside gender equality, we retained our focus on supporting the
LGBT+ community with over 3,800 allies and active support from senior
executives. We continued to be recognised as a Top Global Employer
by Stonewall.
Multiple employee networks operate across Vodafone including Women,
VodAbility, Carers and Multicultural Inclusion. We support them actively
and provide Network Chairs with specific leadership development
focused on effectively setting up and running an employee network.
Global Withstander training has been rolled out in 10 languages to
upskill employees on how to become active allies by challenging
negative and inappropriate behaviours when they witness them, with
over 33,000 employees completing it during the year. In March 2022,
we launched a global allyship ‘train-the-trainer’ programme to sustain
the focus across all areas of inclusion.
We continued to engage with colleagues and raise awareness on why
inclusion matters. During the year, we held global webinars focused on
gender and ethnic diversity, the LGBT+ community, and disabilities. These
were hosted by Vodafone’s CEO and Executive Committee members, with
over 16,500 viewers across all webinars.
Diversity and inclusion
Our focus is on removing barriers to workplace equality. This year we
have accelerated momentum on gender equality, sustained focus on
embedding inclusion, set solid foundations on race and ethnicity, and
began ensuring the physical and digital workplace is fully accessible.
An expanded focus on practising inclusion supports our ambition to
create a global workforce that reflects the customers, communities
and colleagues we serve, and the wider societies in which we operate.
Embedding inclusion to enable diversity is critical to achieving these
goals in a sustainable way.
Gender diversity
Goal: We aim to have 40% women in management roles by 2030
We have reached 32% which is on track towards our ambition.
We continue to drive progress through programmes, policies and
leadership incentives.
Women on the Board
Women on the Executive Committee
Women in senior leadership positions1
Women in management and senior leadership roles2
Women as a percentage of external hires
Women as a percentage of graduates
Women in overall workforce
2022
50%
29%
31%
32%
42%
53%
40%
2021
45%
29%
30%
32%
43%
53%
40%
Notes:
1. Percentage of senior women in our top 191 positions (FY21: 178).
2. Percentage of women in our 6,727 management and leadership roles (FY21: 6,609).
Women in management and diversity
We work to ensure there is gender diversity when resourcing for senior
leadership roles and our leadership team is accountable for maintaining
diversity and inclusion amongst their teams. Women in management
targets are also embedded in our long-term incentive plans. Our progress
and achievements to increase diversity have been recognised externally
as Vodafone has been included in the Bloomberg Gender Equality Index
for the fourth consecutive year.
Across youth programmes, 51% of hires were women, including 53%
of all graduate hires, 53% of all internship hires and 39% of all hired
apprentices. We have also now connected with over 6,000 girls via the
digital skills programme ‘Code Like a Girl’ since 2017, including 994 this
year as we continued this programme during the pandemic by launching
a digital coding classroom experience, available to all markets.
Domestic violence
In 2019, Vodafone launched the first global domestic violence policy
in the workplace, which set out comprehensive workplace resources,
security and other measures for employees at risk of experiencing,
and recovering from, domestic violence and abuse. As most of the
global workforce shifted to home working following the outbreak
of COVID-19, reports of a ‘shadow pandemic’ of domestic violence
intensified worldwide.
We continue to provide support in this area through global training,
‘Apps Against Abuse’, and a publicly available toolkit to support survivors.
‘Apps Against Abuse’ includes the Bright Sky app, which provides support
and information to anyone in an abusive relationship or those concerned
about someone they know. To date, the Vodafone Foundation’s portfolio
of ‘Apps Against Abuse’ has connected 1.6 million people to information,
advice and support.
38
Vodafone Group Plc
Annual Report 2022
Purpose (continued)
To deepen our commitment to financial inclusion, and building on the success
to date, we have created a new target to connect 75 million customers
to mobile money and financial inclusion services by 31 March 2026.
As we committed last year, this target includes multiple financial service
platforms and products and sets our path to help close the financial divide.
This new target will include not just M-Pesa customers, but customers
of other services that contribute to financial inclusion. For example,
Vodacom launched our new VodaPay super-app in October 2021 and
this will be a key part of delivering this target. The VodaPay super-app for
smartphone users in South Africa offers access to digital financial services
as well as online shopping and lifestyle tools. The introduction of this
platform allows users to securely upload and store their money in a digital
wallet, pay bills, send money or make purchases without the registration
delays typically associated with setting up a traditional bank account in
Africa. The VodaPay super-app has 1.6 million current registered users.
Mobile money services adoption
Number of
mobile money
customers (million)
service revenue
% of
% penetration
Kenya (Safaricom)
Tanzania
Mozambique
Democratic Republic of
the Congo
Lesotho
Egypt
Ghana
Total
30.5
6.8
5.2
3.5
1
3.5
1.9
52.4
38%
34%
24%
15%
12%
2%
4%
22%
of base
93%
56%
71%
30%
82%
10%
53%
57%
Enabling quality education and digital skills
Even before the COVID-19 crisis, an estimated 258 million children around
the world were not in school1. More than half of all children globally were
not meeting the minimum expected standards in reading and mathematics1.
The COVID-19 pandemic highlighted the need to adapt teaching to the
new realities of increasingly digital societies. We have continued to grow
our Connected Education programme, providing access to our ready-
made classroom which includes connectivity, devices, and collaboration
software for students and teachers across the world. To date, around
1.5 million students and teachers in 4,500 educational institutions across
10 countries have benefited from this digital learning solution, helping
to bridge the digital divide.
In South Africa, the Vodacom e-School solution allows learners to access
curriculum-aligned content and educators to access learning materials on
their smartphone with no data charges. We currently have over 1.3 million
users on the platform.
Vodafone Foundation previously committed to invest €20 million to
expand digital skills and education programmes across Europe, aiming
to reach over 16 million learners by 20252. To date, the programme has
reached 1.2 million students and teachers.
In June 2021, Vodafone Foundation and UNHCR expanded their Instant
Network Schools programme which has helped to support over 94,000
refugee students and communities in four African countries. Two new
Instant Network Schools have been established in Mozambique, located
in the Maratane Refugee Settlement and the city of Nampula. These
will transform existing classrooms into multimedia hubs for learning,
complete with internet connectivity, sustainable solar power and a
robust teacher training programme. Together this will benefit nearly
9,000 students, 25,000 family members and over 200 teachers.
Notes:
1. UNESCO, 2018.
€47.4 million.
2. Beyond digital training, the Vodafone Foundation builds programmes around the world that
combine Vodafone’s charitable giving and technology to deliver public benefit and improve
people’s lives. The total amount donated by Vodafone to Vodafone Foundation in 2022 was
Workplace equality
As part of our purpose, we are committed to making the world more
connected, inclusive and sustainable, where everyone can truly be
themselves and belong. We bring the human touch to our technology
to create a better digital future for all, starting with our people.
We are developing a diverse and inclusive global workforce that reflects
the customers and societies we serve.
Our people
Key information
2022
95,008
8,784
2021
94,274
10,481
Average number of employees1
Average number of contractors
Employee contract types
Permanent
Fixed term contracts
Full-time
Part-time
Number of markets where we operate
Employee nationalities
Employees and contractors across
the Group
Germany2
UK 2
Italy2
Spain2
Vodacom Group2
Other Markets3
Vantage Towers2
_VOIS and Shared Operations4
Employee experience
Employee engagement index 5
Alignment to purpose5
Voluntary turnover rate6
Involuntary turnover rate6
Notes:
Australia and India.
87%
13%
93%
7%
19
134
14%
9%
5%
4%
11%
25%
0%
32%
73
93%
14%
3%
87%
13%
93%
7%
19
137
14%
9%
5%
4%
11%
26%
0%
31%
74
93%
8%
3%
All headcount figures exclude non-controlled operations such as in the Netherlands, Kenya,
1. Calculation considers employee pro-rated headcount.
2. The percentages reflect headcount in each operating company or group of operating
companies, such as the Vodacom Group.
3. Other Markets includes employees based in all other operating companies (Albania,
Czech Republic, Egypt, Ghana, Greece, Hungary, Ireland, Portugal, Romania, Turkey) and
other countries.
4. _VOIS and shared operations constitute a significant number of employees. The figures
presented above include _VOIS headcount across our footprint (India, Romania, Hungary,
Egypt and Albania), as well as headcount in our global Group entities.
5. More detail on the employee survey is included on page 21. The employee engagement index
is based on a weighted average index of responses to three questions: satisfaction working
at Vodafone; experiencing positive emotions at work; and recommending us as an employer.
Alignment to purpose is based on a single question that asks whether employees feel their daily
work contributes significantly to Vodafone’s purpose. Employee engagement index and purpose
alignments scores reflect September 2021 data.
6. The pandemic saw voluntary attrition levels fall in 2021. However, as vaccine programmes
progress and restrictions lift, we are seeing turnover return to slightly higher than pre-pandemic
levels. We are monitoring the situation closely through exit interviews and also introducing
specific and proactive retention approaches in place where required. The voluntary turnover
rate includes retirements and death-in-service.
40
Vodafone Group Plc
Annual Report 2022
Purpose (continued)
Strategic report
Governance
Financials
Other information
Race, ethnicity, and cultural heritage (‘REACH’)
We continue to improve workforce capability in holding conversations
on race in the workplace. To better understand representation across
the organisation and inform our diversity and inclusion programmes,
in November 2020 we launched the ‘#CountMeIn’ initiative which
encourages employees to voluntarily self-declare their diversity
demographics. These include race, ethnicity, disability, sexual orientation,
gender identity and caring responsibilities, in line with local privacy and
legal requirements. On this basis we were able to set ethnic diversity
targets, which are summarised below.
31 March
2022
18%
Long-term
ambition
2030: 25%
15%
2025: 20%
1%
2025: 4%
64%
2030: 75%
Ethnic
category
Global
Ethnically
diverse
background
UK
Black, Asian,
other diverse
ethnicities
UK
Black
South Africa
Ethnically
diverse
background
Population
Global Senior
Leadership Team
(163 positions)
UK-based senior
leadership and
management
(1,452 positions)
South African-
based senior
leadership and
management
(416 positions)
In addition to the above, 29% of our Executive Committee members
are from ethnically diverse backgrounds. The plan is to expand
ethnicity disclosure throughout our markets as we collect more
globally consistent data.
Our new REACH targets are supported by an action plan to achieve
greater workplace inclusion through allyship and anti-racism. REACH
fluency training was introduced to increase confidence and capability
to talk about race and completed by all members of the Executive
Committee, as well as their direct reports. The plan also includes
reciprocal mentoring, external cross-company mentoring and
McKinsey Black Leadership Academy participation.
Physical and digital accessibility in the workplace
We have joined the ‘Valuable 500’ – a group of 500 companies
committed to disability inclusion in business. The commitments are
focused on creating a physically and digitally accessible environment.
We hosted a global event on ‘International Day of People with
Disabilities’, attended by 4,600 employees, which featured initiatives
that help create an inclusive workplace for customers and employees
with visible and invisible differences. We also hosted a neurodiversity
training for employees to ensure awareness of accessibility features in
the digital workplace.
During the year, we delivered six accessibility workshops focused on
disability inclusive technology, covering all of the existing tools within
Office 365 which support accessibility in a hybrid working environment.
We have also embedded disability assistive technology standards (WCAG
AA standard) into procurement and internal development processes,
ensuring compatibility of all new platforms, products or tools procured
with assistive technology.
Policies, initiatives and targets
Our commitment to diversity and inclusion is reflected across our
global policies and principles, such as the Code of Conduct and our
Fair Pay principles.
Read more about these Fair Pay principles
on page 106
Click to read more about Fair Pay at Vodafone:
vodafone.com/fair-pay
The achievement of our diversity targets is dependent on the attraction,
engagement and retention of diverse talent and skills. To support this,
we have inclusive initiatives such as: hybrid and flexible working, parental
leave, mental health toolkit, learning and development programmes
(e.g. Black Leadership Academy), allyship training and menopause
support, reinforced by the work of employee networks and executive
sponsors. Programmes are designed to help employees through all life
stages and challenge societal norms so everyone can be themselves at
work and belong.
Read more about diverse talent, future ready skills
and personalised employee experience on pages 22 to 23
40
Vodafone Group Plc
Annual Report 2022
Purpose (continued)
Strategic report
Governance
Financials
Other information
41
Vodafone Group Plc
Annual Report 2022
Strategic report
Governance
Financials
Other information
Race, ethnicity, and cultural heritage (‘REACH’)
Physical and digital accessibility in the workplace
We continue to improve workforce capability in holding conversations
We have joined the ‘Valuable 500’ – a group of 500 companies
on race in the workplace. To better understand representation across
committed to disability inclusion in business. The commitments are
the organisation and inform our diversity and inclusion programmes,
focused on creating a physically and digitally accessible environment.
in November 2020 we launched the ‘#CountMeIn’ initiative which
encourages employees to voluntarily self-declare their diversity
demographics. These include race, ethnicity, disability, sexual orientation,
gender identity and caring responsibilities, in line with local privacy and
legal requirements. On this basis we were able to set ethnic diversity
targets, which are summarised below.
31 March
2022
18%
Long-term
ambition
Population
2030: 25%
Global Senior
Ethnic
category
Global
Ethnically
diverse
background
UK
Black, Asian,
other diverse
ethnicities
UK
Black
Ethnically
diverse
background
15%
2025: 20%
1%
2025: 4%
South Africa
64%
2030: 75%
Leadership Team
(163 positions)
UK-based senior
leadership and
management
(1,452 positions)
South African-
based senior
leadership and
management
(416 positions)
In addition to the above, 29% of our Executive Committee members
are from ethnically diverse backgrounds. The plan is to expand
ethnicity disclosure throughout our markets as we collect more
globally consistent data.
Our new REACH targets are supported by an action plan to achieve
greater workplace inclusion through allyship and anti-racism. REACH
fluency training was introduced to increase confidence and capability
to talk about race and completed by all members of the Executive
Committee, as well as their direct reports. The plan also includes
reciprocal mentoring, external cross-company mentoring and
McKinsey Black Leadership Academy participation.
We hosted a global event on ‘International Day of People with
Disabilities’, attended by 4,600 employees, which featured initiatives
that help create an inclusive workplace for customers and employees
with visible and invisible differences. We also hosted a neurodiversity
training for employees to ensure awareness of accessibility features in
the digital workplace.
During the year, we delivered six accessibility workshops focused on
disability inclusive technology, covering all of the existing tools within
Office 365 which support accessibility in a hybrid working environment.
We have also embedded disability assistive technology standards (WCAG
AA standard) into procurement and internal development processes,
ensuring compatibility of all new platforms, products or tools procured
with assistive technology.
Policies, initiatives and targets
Our commitment to diversity and inclusion is reflected across our
global policies and principles, such as the Code of Conduct and our
Fair Pay principles.
Read more about these Fair Pay principles
on page 106
Click to read more about Fair Pay at Vodafone:
vodafone.com/fair-pay
The achievement of our diversity targets is dependent on the attraction,
engagement and retention of diverse talent and skills. To support this,
we have inclusive initiatives such as: hybrid and flexible working, parental
leave, mental health toolkit, learning and development programmes
(e.g. Black Leadership Academy), allyship training and menopause
support, reinforced by the work of employee networks and executive
sponsors. Programmes are designed to help employees through all life
stages and challenge societal norms so everyone can be themselves at
work and belong.
Read more about diverse talent, future ready skills
and personalised employee experience on pages 22 to 23
Planet
As the COP26 UN Climate Change Conference in
Glasgow highlighted, urgent and sustained action
is required to address the climate emergency.
We believe business success should not come at a
cost to the environment, and we are committed to
reducing the impact of our activities. We also see a
key role for our digital networks and technologies in
helping to address climate change. Digitalisation is
key to saving energy, using natural resources more
efficiently and creating a circular economy.
COP26 in Glasgow marked a step forward in global efforts to address the
climate emergency, including a material increase in ambitions to reduce
emissions, finalisation of rules on reporting emissions and international carbon
trading, and the launch of a range of new initiatives and sector commitments.
In July 2021 we reached a key milestone in our journey to net zero by
2040, achieving our goal to purchase 100% renewable electricity in all
of our European markets. We are working to achieve the same in our
African markets by 2025. As part of this commitment we are also placing
significant focus on innovative sustainable power solutions that can be
deployed at scale, for example, working with external organisations to
develop self-powered mobile masts and install micro turbines.
To help deliver a twin digital and green transformation, in February 2022
we announced our circular economy plan to help extend the life of mobile
phones and increase the reuse and responsible recycling of handsets. Starting in
our European markets, our customers will be offered circular economy services
such as insurance, support and repairs for their devices, supported by a digital
platform making it straightforward for customers to agree trade-in options.
We also continued our work to identify climate change risks and opportunities
through conducting Task Force on Climate-related Financial Disclosures
(‘TCFD’) scenario-based risk and opportunity assessments across key markets.
We are using the insights to create mitigating controls and identify ways to
embed climate risk into our risk management system and processes.
Read more on Vodafone’s approach to climate change
risk aligned to the TCFD on page 66
Our Planet goals
2025
– Purchase 100% of the electricity we use globally from
renewable sources
– Reuse, resell or recycle 100% of our network waste
2030
– Fully abate all carbon emissions (‘net zero’) from our own
activities and from energy we purchase and use (Scope 1 and 2)
– Halve carbon emissions from our carbon footprint (against a
2020 baseline), including joint ventures, all supply chain
purchases, the use of products we have sold and business
travel (Scope 3)
– Enable our business customers who use our services to
reduce their own carbon emissions by a cumulative total
of 350 million tonnes between 2020 and 2030
2040
– Fully abate Scope 3 emissions to reach ‘net zero’ across our
full carbon footprint
Reducing carbon emissions
Goal: To reduce our own carbon emissions to ‘net zero’ by 2030
and across the full value chain by 2040
In 2020 we set an approved 2030 Science-Based Target in line with
reductions required to keep warming to 1.5°C, becoming the first major
telecoms operator to follow the emission reduction pathway developed
for the ICT sector (setting out specific emissions reduction trajectories for
mobile, fixed and data centres).
We also committed to reaching full value chain ‘net zero’ emissions
by 2040. We are currently in the process of validating our targets with the
recently updated Net Zero Standard issued by the Science-Based Targets
initiative (SBTi) and expect this to be completed during 2022.
Scan or click to watch a video summarising
how we plan to reach net zero by 2040:
investors.vodafone.com/videos
As part of our transition towards net zero we are committed to improving
our own generation of renewable energy through rolling out on-site
solutions such as solar panels. We are also working on new innovative
solutions. In January 2022, Vantage Towers committed to installing over
750 micro wind turbines across 52 sites in Germany, working in partnership
with the energy startup MOWEA. It is estimated that the green energy
generated on site in average wind conditions will cover 100% of each
tower’s energy requirements. In 2021, Vodafone UK also began a trial of
Eco-towers, working with Crossflow Energy and Cornerstone to deploy
self-powered mobile masts utilising wind turbines, solar power and battery
technology. Eco-towers will enable new mobile sites to be deployed in
remote locations across the UK, overcoming the major rural challenge of
connecting to the grid.
Click to read more about our self-powered mobile
masts – vodafone.com/self-powered-mobile-masts
Driving energy efficiency
Despite the ever-growing use of data and expansion of our networks,
this year our total Scope 1 and 2 GHG emissions decreased by 23%
to 1.09 million tonnes of CO2e (carbon dioxide equivalent), due to our
ongoing focus on energy efficiency and an increase in the proportion
of renewable electricity purchased.
We are committed to continually improving the energy efficiency of our
base station sites and in our technology centres, which together account
for 96% of our total global energy consumption.
We continue to implement the ‘best in class’ ISO 50001 Energy
Management Standard globally. To date, 11 operating companies and
Safaricom have been awarded certification, with further markets due to
implement the framework in the next year.
As part of the implementation of ISO 50001, we engage with suppliers
on energy efficiency improvements in both hardware and software
solutions. Key suppliers are benchmarked biannually, with energy
efficiency included within the evaluation criteria. The supplier
engagement has also been supported and reinforced by the inclusion
of energy efficiency as a key requirement in the ‘Request for Quotation’
(‘RFQ’) processes.
In addition to working with suppliers, we collaborate with others in the
industry and trial new modes of operating. In Spain, our active sharing
programme has led to reduced hardware requirements and energy
savings of 12 GWh.
Whilst we focus on energy efficiency, we are also focused on increasing
our renewable supply. We have been deploying further solar photovoltaic
(‘PV’) cells and increasing our annual renewable generation to 13 GWh p.a.,
a year-on-year increase of 68%.
All these programmes are underpinned by our energy data management
and analytics system which collects and stores data feeds from our
electricity suppliers and from smart meters. This system is now live
across 11 markets in Europe, with smart meters installed at over
45,000 sites. This year we have developed new energy modelling
capabilities for active mast equipment and data centres.
Strategic report
Governance
Financials
Other information
42
Vodafone Group Plc
Annual Report 2022
Purpose (continued)
Our performance1
Total Scope 1 and Scope 2 emissions
Scope 1 emissions
Scope 2 emissions
Scope 3 emissions
Joint ventures and associates
Purchased goods and services
Use of sold products
Fuel and energy-related activities
Other (business travel, upstream leased assets, waste)
Renewable electricity
Percentage of purchased electricity from renewable sources
Percentage of purchased electricity from renewable sources in Europe
GHG emissions intensity
Scope 1 and 2 GHG emissions per EURm revenue
Vodafone energy use
Base stations and technology centres
Offices and retail stores
Total
Unit
Million tonnes of CO2e
Million tonnes of CO2e
Million tonnes of CO2e
Million tonnes of CO2e
Million tonnes of CO2e
Million tonnes of CO2e
Million tonnes of CO2e
Million tonnes of CO2e
Million tonnes of CO2e
%
%
Tonnes of CO2e
Gigawatt hours / %
Gigawatt hours / %
Gigawatt hours / %
2022
1.09
0.28
0.82
9.2
2.6
3.9
1.7
0.8
0.2
77
96
23.9
2021
1.42
0.30
1.12
9.4
3.2
4.0
1.5
0.6
0.1
55
79
32.4
5,686 / 96
239 / 4
5,926 / 100
5,750 / 96
246 / 4
5,997 / 100
Note:
1. Data calculated using local market actual or estimated data sources from invoices, purchasing requisitions, direct data measurement and estimations. Carbon emissions calculated in line with GHG Protocol
standards. Scope 2 emissions are reported using the market-based methodology. For full methodology see our ESG Addendum 2022.
Purchasing renewable electricity
This year we reached our target of powering our entire European
operations with electricity from 100% renewable sources. This was
achieved from July 2021, a significant acceleration of our original target of
2025 and a major milestone towards our ‘net zero’ goal. This achievement
was shared across our European markets with a consumer campaign
which turned Vodafone’s recognised brand green across digital and
social channels.
We are committed to making the same step-change in Africa by 2025.
For example, installing solar PV solutions in Egypt and South Africa, whilst
working with local governments to facilitate development of renewable
energy infrastructure.
We currently have Power Purchase Agreements (‘PPAs’) in Spain, Greece
and the UK, and have agreed a new PPA in the UK which will go live later
in 2022. PPAs trade at a discount to current wholesale electricity prices
and provide us with more economic certainty against current volatile
wholesale electricity prices, as well as helping to create new capacity
within the markets.
Following our energy purchasing hierarchy approach, we prioritise energy
efficient practices before considering on-site generation of renewable
energy, PPAs and Renewable Electricity Certificates (‘RECs’). Whilst on-site
generation of renewable electricity currently accounts for less than 1% of
our overall renewable energy consumption due to space constraints on
our infrastructure, we continue to trial innovative solutions, such as the
micro wind towers in Germany. The remainder of our renewable energy
consumption is split between PPAs 5% and RECs 94%. Most RECs are
bundled either via green electricity tariffs or provided by our electricity
suppliers, however a small amount are considered ‘unbundled’ for
example, to cover our consumption on third party sites. The purchase of
unbundled RECs is our least favoured approach, however it is necessary in
certain circumstances. For example, where we are tenants and electricity
is procured by a landlord, or where our preferred options are not available
due to limitations in a particular market. The incremental cost of RECs
(or their equivalent) is small in the context of our overall energy spend.
This year, we spent approximately €846 million on purchasing electricity.
This is a year-on-year increase of 11% and approximately three quarters
of our electricity we directly purchase is forward hedged for FY23. The
increases in commodity prices (oil, gas and CO2) as a result of a strong
post COVID-19 economic recovery were the main drivers for our energy
costs. This year, 77% of our electricity purchased was from renewable
sources (FY21: 55%).
Read more about our renewable electricity purchasing
strategy here – vodafone.com/renewables
Working with our partners to reduce Scope 3 emissions
Scope 3 emissions are indirect GHG emissions which we cannot control
but may be able to influence. As part of our Science-Based Target, we have
committed to halve our Scope 3 carbon emissions by 2030 (against a
2020 baseline) and fully abate them by 2040, as part of our ‘net zero’
target. The main sources of Scope 3 emissions are investments (joint
ventures and associates), purchased goods and services, and the use of
sold products. This year, our estimated Scope 3 emissions were 9.2 million
tonnes of CO2e. We have worked with the Carbon Trust to analyse our
Scope 3 emissions and prioritise reduction opportunities.
In 2020, we introduced a 20% weighting for environmental and
social criteria in our supplier evaluation RFQ processes. The assessment
awards positive scoring for suppliers that have set (or are willing to set) a
Science-Based Target. In addition, suppliers which offer product-specific
CO2 data and pathways for reduction over the contract period are
positively scored.
Our supplier performance management programme also covers
environmental factors, and suppliers’ GHG performance is one of the
factors evaluated in our annual assessment process. We ask selected
suppliers to provide details of their GHG emissions and management
programmes through CDP. This year, 90% of those suppliers responded,
with 88% reporting that they had set a target for GHG emissions.
This year we introduced a new CO2 analytics dashboard allowing our
supply chain teams to view and track progress against our reduction
targets. The dashboard tracks the impact of purchased products and
services on our targets. It also helps our procurement team to identify
suppliers, markets and categories which contribute higher emissions
and helps us subsequently work on efficiencies with our partners.
42
Vodafone Group Plc
Annual Report 2022
Purpose (continued)
Our performance1
Total Scope 1 and Scope 2 emissions
Scope 1 emissions
Scope 2 emissions
Scope 3 emissions
Joint ventures and associates
Purchased goods and services
Use of sold products
Fuel and energy-related activities
Unit
Million tonnes of CO2e
Million tonnes of CO2e
Million tonnes of CO2e
Million tonnes of CO2e
Million tonnes of CO2e
Million tonnes of CO2e
Million tonnes of CO2e
Million tonnes of CO2e
Million tonnes of CO2e
2022
1.09
0.28
0.82
9.2
2.6
3.9
1.7
0.8
0.2
77
96
2021
1.42
0.30
1.12
9.4
3.2
4.0
1.5
0.6
0.1
55
79
Tonnes of CO2e
23.9
32.4
Gigawatt hours / %
Gigawatt hours / %
Gigawatt hours / %
5,686 / 96
5,750 / 96
239 / 4
246 / 4
5,926 / 100
5,997 / 100
Other (business travel, upstream leased assets, waste)
Renewable electricity
Percentage of purchased electricity from renewable sources
Percentage of purchased electricity from renewable sources in Europe
%
%
GHG emissions intensity
Scope 1 and 2 GHG emissions per EURm revenue
Vodafone energy use
Base stations and technology centres
Offices and retail stores
Total
Note:
1. Data calculated using local market actual or estimated data sources from invoices, purchasing requisitions, direct data measurement and estimations. Carbon emissions calculated in line with GHG Protocol
standards. Scope 2 emissions are reported using the market-based methodology. For full methodology see our ESG Addendum 2022.
Purchasing renewable electricity
This year we reached our target of powering our entire European
operations with electricity from 100% renewable sources. This was
increases in commodity prices (oil, gas and CO2) as a result of a strong
post COVID-19 economic recovery were the main drivers for our energy
costs. This year, 77% of our electricity purchased was from renewable
achieved from July 2021, a significant acceleration of our original target of
sources (FY21: 55%).
2025 and a major milestone towards our ‘net zero’ goal. This achievement
was shared across our European markets with a consumer campaign
which turned Vodafone’s recognised brand green across digital and
social channels.
We are committed to making the same step-change in Africa by 2025.
For example, installing solar PV solutions in Egypt and South Africa, whilst
working with local governments to facilitate development of renewable
energy infrastructure.
We currently have Power Purchase Agreements (‘PPAs’) in Spain, Greece
and the UK, and have agreed a new PPA in the UK which will go live later
in 2022. PPAs trade at a discount to current wholesale electricity prices
and provide us with more economic certainty against current volatile
wholesale electricity prices, as well as helping to create new capacity
within the markets.
Following our energy purchasing hierarchy approach, we prioritise energy
efficient practices before considering on-site generation of renewable
energy, PPAs and Renewable Electricity Certificates (‘RECs’). Whilst on-site
generation of renewable electricity currently accounts for less than 1% of
our overall renewable energy consumption due to space constraints on
our infrastructure, we continue to trial innovative solutions, such as the
micro wind towers in Germany. The remainder of our renewable energy
consumption is split between PPAs 5% and RECs 94%. Most RECs are
bundled either via green electricity tariffs or provided by our electricity
suppliers, however a small amount are considered ‘unbundled’ for
example, to cover our consumption on third party sites. The purchase of
unbundled RECs is our least favoured approach, however it is necessary in
certain circumstances. For example, where we are tenants and electricity
is procured by a landlord, or where our preferred options are not available
due to limitations in a particular market. The incremental cost of RECs
(or their equivalent) is small in the context of our overall energy spend.
This year, we spent approximately €846 million on purchasing electricity.
This is a year-on-year increase of 11% and approximately three quarters
of our electricity we directly purchase is forward hedged for FY23. The
Read more about our renewable electricity purchasing
strategy here – vodafone.com/renewables
Working with our partners to reduce Scope 3 emissions
Scope 3 emissions are indirect GHG emissions which we cannot control
but may be able to influence. As part of our Science-Based Target, we have
committed to halve our Scope 3 carbon emissions by 2030 (against a
2020 baseline) and fully abate them by 2040, as part of our ‘net zero’
target. The main sources of Scope 3 emissions are investments (joint
ventures and associates), purchased goods and services, and the use of
sold products. This year, our estimated Scope 3 emissions were 9.2 million
tonnes of CO2e. We have worked with the Carbon Trust to analyse our
Scope 3 emissions and prioritise reduction opportunities.
In 2020, we introduced a 20% weighting for environmental and
social criteria in our supplier evaluation RFQ processes. The assessment
awards positive scoring for suppliers that have set (or are willing to set) a
Science-Based Target. In addition, suppliers which offer product-specific
CO2 data and pathways for reduction over the contract period are
positively scored.
Our supplier performance management programme also covers
environmental factors, and suppliers’ GHG performance is one of the
factors evaluated in our annual assessment process. We ask selected
suppliers to provide details of their GHG emissions and management
programmes through CDP. This year, 90% of those suppliers responded,
with 88% reporting that they had set a target for GHG emissions.
This year we introduced a new CO2 analytics dashboard allowing our
supply chain teams to view and track progress against our reduction
targets. The dashboard tracks the impact of purchased products and
services on our targets. It also helps our procurement team to identify
suppliers, markets and categories which contribute higher emissions
and helps us subsequently work on efficiencies with our partners.
Strategic report
Governance
Financials
Other information
43
Vodafone Group Plc
Annual Report 2022
Strategic report
Governance
Financials
Other information
Looking forward, we are planning to expand the categories of Scope 3
data we report. We are moving towards a hybrid model for Scope 3 data
collection, which will improve the accuracy of carbon emissions data and
help identify areas to improve efficiency, whilst ensuring we successfully
measure our progress against our targets. Our new approach will also
incorporate product-specific data and use data submitted to the Carbon
Disclosure Project (‘CDP’) by our suppliers.
In addition to suppliers, we also work with our joint ventures and associates,
which represent the most significant proportion of our Scope 3 emissions.
Notable actions from last year include:
– In the Netherlands, VodafoneZiggo issued its first sustainability
bonds worth €2.1 billion and had its Science-Based Target approved
by SBTi; and
– In Australia, TPG Telecom launched a new sustainability strategy, which
includes a commitment to set a Science-Based Target.
Another significant source of our Scope 3 emissions is the use of sold
products (e.g. charging devices). As countries decarbonise their electricity
grids, these associated emissions will also reduce.
Enabling our customers to reduce their emissions
Goal: To help our business customers reduce their own carbon
emissions by 350 million tonnes between 2020 and 2030
For Vodafone, our most important contribution to tackling climate change
is through enabling our customers (which include both businesses and
governments) to reduce their environmental footprint using our digital
technologies and services.
In alignment with the recent Intergovernmental Panel on Climate
Change (‘IPCC’) report, digital technologies have significant potential to
contribute to de-carbonisation due to their ability to increase energy and
material efficiency1.
In 2020, we committed to helping our business customers reduce
their own carbon emissions by a cumulative total of 350 million tonnes
globally over 10 years between 2020 and 2030.
Since setting this target, we estimate to have saved our customers
22.7 million tonnes of carbon emissions. Our IoT service offer, including
logistics and fleet management and smart metering, has been central in
delivering these savings so far.
Our enablement target is underpinned by a strong commercial rationale.
We believe our IoT and Digital for Green solutions represent three main
opportunities for customers:
1. Increased efficiency and reduced wastage. IoT enables
organisations to monitor operational processes, identify waste and
address the cause, an example being energy loss. This improves cost
efficiency, as well as carbon savings;
2. To use IoT to deliver cost-efficiency. Connectivity can allow
products and services to be automated and shared, reducing the
cost and carbon impact. For example, shared distribution networks
and vehicle sharing;
3. Changing customer behaviour to promote long-term
sustainability. IoT products can enable a direct connection to
each customer allowing trends to be monitored, for example shifting
demands for public transport or energy.
We are continuing to work with the Carbon Trust to calculate the total
GHG emissions avoided as a consequence of our IoT technologies and
services. We estimate that 49% of our 150.1 million IoT connections
directly enabled customers to reduce their emissions in the past year.
During the year, we estimate to have enabled an avoidance of 15.6 million
tonnes CO2e, which is over 14 times the emissions generated from our
own operations (Scope 1 and 2).
Note:
1.
IPCC, 2022.
FY22 carbon enablement overview
Smart meters
Fleet management
Healthcare
Other (e.g. cloud/street lighting/EV charging)
Total
Enablement ratio
Total GHG enablement saving
(Million tonnes of CO2e)
Scope 1 and Scope 2 emissions
(Million tonnes of CO2e)
Enablement ratio
GHG emission saving
(million tonnes CO2e)
1.6
10.7
2.6
0.6
15.6
2022
15.6
1.09
14.3
2021
7.1
1.42
5.0
Vodafone Business is increasingly integrating environmental credentials
into sales and bidding processes. For example, to demonstrate the savings
potential for connected systems we have developed a carbon calculator
tool which provides customers with a view of potential carbon savings.
This year we established a Vodafone Business Sustainability Steering
Group. This group is working to raise awareness, to include sustainability
in our external marketing content and to educate and train sales teams
across Vodafone Business on sustainability and how to engage customers
and position Vodafone as the partner of choice for a sustainable future.
Reducing waste
Goal: To reuse, resell or recycle 100% of our network waste by 2025
Aside from carbon emissions, electronic waste is the largest material
environmental issue for our business. We consistently seek to manage our
own impact in a responsible manner and also support our customers with
their efforts.
Our global policy on waste management prioritises the reuse, resale or
recycling of unwanted equipment. We aim to keep resources in use for as
long as possible, extracting the maximum value from equipment while in
use and then recovering and reusing materials responsibly.
We implement resource efficiency and waste disposal management
programmes in all our markets to minimise environmental impacts
from network waste and IT equipment waste. This year, we generated an
estimated 8,800 tonnes of waste (which includes hazardous waste) and
we recovered and recycled 95%. Globally, 98.6% of our network waste
was sent for reuse and recycling (excluding hazardous waste).
To support the delivery of our 2025 goal to reuse, resell or recycle 100%
of our network waste, we have launched an internal asset marketplace,
a business-to-business solution within Vodafone that allows us to re-sell
and re-purpose excess stock or large decommissioned electrical items
like masts and antennae. This year, we estimate that we have saved
€10.8 million of spend and avoided over 2,500 tonnes of CO2e. We are
assessing the possibility of expanding the solution to partner markets and
other operators.
Network waste management (excluding
hazardous waste)
Reused
Recycled
Landfilled
Total network waste (metric tonnes)
2022
9%
90%
1%
8,483
2021
20%
79%
1%
6,307
44
Vodafone Group Plc
Annual Report 2022
Purpose (continued)
Strategic report
Governance
Financials
Other information
Building a circular economy
We recognise that to build a circular economy we need to tackle not only
our network waste, but also device waste.
To begin the shift towards a circular economy of devices, we are taking a
life-cycle management approach, which includes extending the lifespan
of devices through repair, refurbishment and resale. We estimate that
more than 50,000 tonnes of CO2e could potentially be avoided for every
million smartphones Vodafone receives via trade-in that are subsequently
refurbished and resold.
In May 2021, we launched a new Eco Rating labelling scheme jointly
with other major European operators. This is a pan-industry initiative
to help consumers identify and compare the most sustainable mobile
phones on the market, whilst also encouraging suppliers to reduce the
environmental impact of devices. Eco Rating evaluates the environmental
impact of the entire production process, transportation, use and disposal
of a handset, resulting in an overall score. The Eco Rating scheme was
initially launched in 24 European countries and has since been rolled
out in several countries in Latin America and by Vodacom in South Africa.
More than 150 mobile phones from 15 manufacturers are now assessed
by the Eco Rating initiative, nearly doubling the range of devices rated
at launch.
Find out more about Eco Rating at
ecoratingdevices.com
In addition, in November 2021 we launched our ‘Bring Back Friday’
initiative to coincide with Black Friday. Across several markets including
Italy, Spain, Czech Republic and Greece, we encouraged customers to
return old devices to be recycled or refurbished and in return customers
received credit towards a purchase.
This year, we announced a new initiative to extend the life of new mobile
phones and encourage customers to trade in or recycle their old devices,
in partnership with Recommerce. Starting in European markets from
Spring 2022, our customers will be able to access a comprehensive and
convenient suite of services, including insurance, support and repairs for
their device. We will also launch a new digital platform enabling customers
to agree trade-in options for their existing phones. As well as encouraging
customers to return their phones, we will begin to offer a wider range of
high-quality, competitively priced refurbished smartphones at retail.
We are part of the Circular Electronics Partnership to drive industry
action on circularity, bringing together leaders across the value chain
from manufacturing, reverse logistics, material recovery, to e-waste
management. This year the partnership has extended to 22 members,
working to scale solutions across industries.
Beyond what we can directly and indirectly influence we also support
societal change to more circular economy models. Digital and connected
solutions are an essential part of the solution towards lower resource
use and improved reuse and recycling. For example, through enabling
material tracing or shifting from product-based business models to
service-based ones.
We strive to refurbish and reuse fixed-line equipment multiple times,
with significant associated environmental and cost savings. We are also
eliminating all unnecessary plastics and other disposable single-use items
where there are lower impact alternatives across all our retail stores and
offices. From October 2021, we committed to roll out SIMs made out of
recycled plastic and half the size of a traditional SIM card holder. The
global roll out of the new SIMs will result in a 340 tonne reduction in
plastic per year, an equivalent to 1,760 tonnes of CO2e.
Engaging our people
More than 13,000 colleagues are currently members of our
‘#RedLovesGreen’ employee engagement initiative, which aims to
raise awareness of the individual actions that employees can take to
reduce energy and other resource uses.
Digital Society
We believe in the power of connectivity and digital
services to strengthen the resilience of economies.
Through our mobile and fixed networks, data flows
at speed, connecting people and communities.
As the last two years have demonstrated, connectivity and digital
services can be a lifeline allowing people to work, learn, stay in touch with
friends and family, access healthcare and more. Currently, we have over
351 million customers connected to our next-generation mobile and
fixed networks.
This year, informed by our social contract, we continue to focus
the Digital Society pillar towards digitalising critical sectors. We have
specifically focused on small and medium-sized enterprises (‘SMEs’),
agriculture and health. We have also continued to invest in our network
infrastructure and coverage.
Aligned with our Planet pillar, our products and services enable customers
to become more efficient and in many cases reduce their emissions.
Read more about our carbon enablement approach
on page 43
Supporting small businesses
Goal: Support seven million users to digitalise using V-Hub by 2025
SMEs are a critical part of the economy and provide opportunities for
socio-economic participation and social mobility for women, young
people, and ethnic minorities.
Through Vodafone Business, we provide products and services which
are specifically tailored for SME and small-office home-office (‘SOHO’)
businesses, helping guide them through technology choices and
improving their digital readiness. These segments also represent a
significant commercial opportunity for Vodafone. We estimate to have
over six million SME customers and expect the overall market to grow a
combined €6 billion over three years.1
To better support SMEs across Europe, Vodafone Business launched
V-Hub in 2020. This free service provides access to online information and
connects SMEs with experts who provide one-to-one advice and support
on developing business in an ever-changing digital world.
As of the end of March 2022, V-Hub has been used by over 3.6 million
unique users across 12 European countries, as well as South Africa. Since
its launch V-Hub has achieved a strong return visitor rate of 23% and has
hosted over 8,500 conversations between SMEs and Vodafone experts.
We have set a target to support seven million users digitalise their
business through V-Hub by 2025. Over the next year we plan to improve
our V-Hub offer. For example, SMEs will be able to sign-up as ‘V-Hub
members’ and access a secure private portal for ongoing personalised
advice and tailored content.
Beyond customers, we are working to support SMEs in our supply
chain. This year, over 1,500 small businesses are Tier 1 suppliers. We also
offer optional supply chain financing which allows suppliers to leverage
Vodafone’s credit position to access cheaper funding and liquidity. This
has no impact on Vodafone’s commercially negotiated payments terms.
In South Africa, Vodacom Financial Services has built a supplier portal
called VodaTrade, where small suppliers can connect with bigger business
partners. Currently, there are 88 SMEs registered on the VodaTrade portal,
which provides them access to procurement opportunities with seven
large retailers.
Note:
1. Vodafone Business investor day, 2021.
44
Vodafone Group Plc
Annual Report 2022
Purpose (continued)
Building a circular economy
We recognise that to build a circular economy we need to tackle not only
our network waste, but also device waste.
To begin the shift towards a circular economy of devices, we are taking a
life-cycle management approach, which includes extending the lifespan
of devices through repair, refurbishment and resale. We estimate that
more than 50,000 tonnes of CO2e could potentially be avoided for every
million smartphones Vodafone receives via trade-in that are subsequently
refurbished and resold.
In May 2021, we launched a new Eco Rating labelling scheme jointly
with other major European operators. This is a pan-industry initiative
to help consumers identify and compare the most sustainable mobile
phones on the market, whilst also encouraging suppliers to reduce the
environmental impact of devices. Eco Rating evaluates the environmental
impact of the entire production process, transportation, use and disposal
of a handset, resulting in an overall score. The Eco Rating scheme was
initially launched in 24 European countries and has since been rolled
out in several countries in Latin America and by Vodacom in South Africa.
More than 150 mobile phones from 15 manufacturers are now assessed
by the Eco Rating initiative, nearly doubling the range of devices rated
at launch.
Find out more about Eco Rating at
ecoratingdevices.com
In addition, in November 2021 we launched our ‘Bring Back Friday’
initiative to coincide with Black Friday. Across several markets including
Italy, Spain, Czech Republic and Greece, we encouraged customers to
return old devices to be recycled or refurbished and in return customers
received credit towards a purchase.
This year, we announced a new initiative to extend the life of new mobile
phones and encourage customers to trade in or recycle their old devices,
in partnership with Recommerce. Starting in European markets from
Spring 2022, our customers will be able to access a comprehensive and
convenient suite of services, including insurance, support and repairs for
their device. We will also launch a new digital platform enabling customers
to agree trade-in options for their existing phones. As well as encouraging
customers to return their phones, we will begin to offer a wider range of
high-quality, competitively priced refurbished smartphones at retail.
We are part of the Circular Electronics Partnership to drive industry
action on circularity, bringing together leaders across the value chain
from manufacturing, reverse logistics, material recovery, to e-waste
management. This year the partnership has extended to 22 members,
working to scale solutions across industries.
Beyond what we can directly and indirectly influence we also support
societal change to more circular economy models. Digital and connected
solutions are an essential part of the solution towards lower resource
use and improved reuse and recycling. For example, through enabling
material tracing or shifting from product-based business models to
service-based ones.
We strive to refurbish and reuse fixed-line equipment multiple times,
with significant associated environmental and cost savings. We are also
eliminating all unnecessary plastics and other disposable single-use items
where there are lower impact alternatives across all our retail stores and
offices. From October 2021, we committed to roll out SIMs made out of
recycled plastic and half the size of a traditional SIM card holder. The
global roll out of the new SIMs will result in a 340 tonne reduction in
plastic per year, an equivalent to 1,760 tonnes of CO2e.
Engaging our people
More than 13,000 colleagues are currently members of our
‘#RedLovesGreen’ employee engagement initiative, which aims to
raise awareness of the individual actions that employees can take to
reduce energy and other resource uses.
Digital Society
We believe in the power of connectivity and digital
services to strengthen the resilience of economies.
Through our mobile and fixed networks, data flows
at speed, connecting people and communities.
As the last two years have demonstrated, connectivity and digital
services can be a lifeline allowing people to work, learn, stay in touch with
friends and family, access healthcare and more. Currently, we have over
351 million customers connected to our next-generation mobile and
fixed networks.
This year, informed by our social contract, we continue to focus
the Digital Society pillar towards digitalising critical sectors. We have
specifically focused on small and medium-sized enterprises (‘SMEs’),
agriculture and health. We have also continued to invest in our network
infrastructure and coverage.
Aligned with our Planet pillar, our products and services enable customers
to become more efficient and in many cases reduce their emissions.
Read more about our carbon enablement approach
on page 43
Supporting small businesses
Goal: Support seven million users to digitalise using V-Hub by 2025
SMEs are a critical part of the economy and provide opportunities for
socio-economic participation and social mobility for women, young
people, and ethnic minorities.
Through Vodafone Business, we provide products and services which
are specifically tailored for SME and small-office home-office (‘SOHO’)
businesses, helping guide them through technology choices and
improving their digital readiness. These segments also represent a
significant commercial opportunity for Vodafone. We estimate to have
over six million SME customers and expect the overall market to grow a
combined €6 billion over three years.1
To better support SMEs across Europe, Vodafone Business launched
V-Hub in 2020. This free service provides access to online information and
connects SMEs with experts who provide one-to-one advice and support
on developing business in an ever-changing digital world.
As of the end of March 2022, V-Hub has been used by over 3.6 million
unique users across 12 European countries, as well as South Africa. Since
its launch V-Hub has achieved a strong return visitor rate of 23% and has
hosted over 8,500 conversations between SMEs and Vodafone experts.
We have set a target to support seven million users digitalise their
business through V-Hub by 2025. Over the next year we plan to improve
our V-Hub offer. For example, SMEs will be able to sign-up as ‘V-Hub
members’ and access a secure private portal for ongoing personalised
advice and tailored content.
Beyond customers, we are working to support SMEs in our supply
chain. This year, over 1,500 small businesses are Tier 1 suppliers. We also
offer optional supply chain financing which allows suppliers to leverage
Vodafone’s credit position to access cheaper funding and liquidity. This
has no impact on Vodafone’s commercially negotiated payments terms.
In South Africa, Vodacom Financial Services has built a supplier portal
called VodaTrade, where small suppliers can connect with bigger business
partners. Currently, there are 88 SMEs registered on the VodaTrade portal,
which provides them access to procurement opportunities with seven
large retailers.
Strategic report
Governance
Financials
Other information
45
Vodafone Group Plc
Annual Report 2022
Strategic report
Governance
Financials
Other information
Digitalising agriculture
Agriculture is a pressing issue for society with the need for sustainable
and affordable sources of food increasing. According to the Food and
Agriculture Organization, by 2050, the world will need to produce 50%
more food than current levels1. There is also a growing need to address
the environmental impact of agriculture. In Europe, agriculture accounts
for 10% of the EU’s total greenhouse gas emissions and over 40% of EU
land use2, in many cases leading to habitat loss and deforestation.
Through Vodafone Business, we are working with partners across the
value chain, including equipment manufacturers, suppliers and research
institutes, to introduce new applications and IoT platforms – helping
to increase the amount of information farmers have available to them
and enabling farms to efficiently operate and use resources. This allows
a farmer to reduce the use of pesticides and fertiliser (which reduces
emissions), water use and resource consumption, as well as improving
the protection of biodiversity and increasing yields.
Through Vodacom’s subsidiary, Mezzanine we have developed MyFarmWeb
to support larger commercial farms. Over 8,000 farms across four continents
use MyFarmWeb.
The cloud-based web platform allows producers to capture key
agriculture data (physical, chemical, and microbial soil analysis, pest
presence, satellite and remote sensing information along with data
from various internet connected farming sensors) into a system that
aggregates and calibrates the information to assist in decision-making.
This helps to increase yields whilst not damaging the environment
and reduce losses – all of which contribute to carbon savings along
the production process. MyFarmWeb also provides farmers with a
platform that will allow them to use more productive and sustainable farm
operation practices, which is becoming increasingly important to comply
with the changing legislation to qualify for subsidy funding in the future.
This year, we expanded MyFarmWeb to Europe, accelerating
digitalisation across the agricultural industry and collaborating with
the farming community to meet targets set out in the EU Farm to Fork
strategy. Five pilot farms in Europe will provide the platform with valuable
region-specific data points to calibrate the MyFarmWeb data to local
farming practices and regional regulations. The five selected farms are:
Dairygold in Ireland, Llusar and Grima both based in Spain, Laporta in
Italy and Agrar-Betriebsgemeinschaft Leine-Solling GbR in Germany.
Mezzanine is also helping to digitalise agriculture in Sub-Saharan Africa
through its Connected Farmer platform. This gives smallholder farmers
access to agricultural inputs, financial services like insurance, logistics
suppliers, buyers and markets and knowledge. With around 2.9 million
smallholder farmers registered, the platform allows an ecosystem of
partners to register, profile, communicate and transact (using M-Pesa in
some cases) with each other.
This year, Mezzanine supported both the Department of Agriculture, Land
Reform, and Rural Development (‘DALRRD’) and also the Solidarity Fund
in South Africa to disburse subsidies to smallholder farmers across the
country. Mezzanine also distributed vouchers to DALRRD registered
farmers breeding small or large livestock or those growing vegetables
and grain on behalf of the Solidarity Fund. In total, both programmes
issued over 260,000 vouchers to smallholder farmers in South Africa
worth a combined value of €27 million. Women and youth were focus
demographics for the programmes, with the Solidarity Fund reporting
that more than 65% of the beneficiaries were women. More than 350
suppliers participated in the voucher programmes, resulting in more than
1,000 outlets redeeming farmers’ vouchers, receiving a welcome cash
injection from outside the community.
Mezzanine has also supported Safaricom and the Kenyan Ministry of
Agriculture, Land, and Fisheries (‘MoALF’) with the rollout of vouchers
to smallholder farmers in around 40 counties throughout Kenya.
These vouchers can be used to buy inputs to support maize, rice,
and coffee cultivation.
Find out more about digitalising agriculture at
vodafone.com/agriculture-digitalisation
Revolutionising healthcare
The COVID-19 pandemic highlighted the importance of digital
connectivity to deliver critical services, in particular healthcare. During
the last two years, healthcare resources across the world have become
stretched and significant backlogs of diagnostic tests and elective
procedures have grown for non-COVID related conditions.
Even before this, many countries were facing a health crisis, with
increasing demands for healthcare from ageing populations and
decreasing capacity to provide treatment due to staff shortages and
supply constraints.
We believe that technology can be used to make the delivery of
healthcare services more efficient for providers and more inclusive for
patients. A recent survey by the Vodafone Institute revealed that 92% of
European citizens think the health sector needs urgent support through
the EU’s Recovery and Resilience Facility (‘RRF’)3.
Against this backdrop, in October 2021, we launched the Vodafone
Centre for Health in partnership with Deloitte, a new strategic alliance
to accelerate the adoption of connected healthcare. This virtual centre
brings together our connected health solutions with Deloitte’s healthcare
consulting experience to enable many more people to access healthcare.
Working together, we are committed to using our networks and
capabilities to improve access and quality of care worldwide, utilising
our experience of developing new technologies like 5G, edge computing
and artificial intelligence to make healthcare more accessible.
In addition, we have continued to deliver other digital healthcare
solutions during the last year, developing 5G technology to enable
remote procedures and surgeries with our partners in Europe. These
solutions could deliver improvements to the training of doctors and
nurses and enable more procedures, removing the need for specialists
to travel between hospitals. For example:
– We are working with Proximie and Cardiff University Hospital in the UK
to pilot 5G virtual surgery. This technology allows healthcare experts
to virtually ’scrub-in’, record and interact with operating rooms across
the world to help accelerate and improve workforce training and more
efficient delivery of surgical care, at scale; and
– Vodafone Italy in partnership with Artiness conducted a clinical trial
at IRCCS San Raffaele hospital in Milan to perform intrusive heart surgery
using a remote proctoring system. Proctoring is the support provided
to doctors by experts from the medical device companies, who guide them
in the correct implant of medical devices during surgical procedures.
This solution means proctors can supervise more procedures every day
without needing to travel to each hospital.
Note:
1. Vodafone Business investor day, 2021.
Notes:
1. Food and Agriculture Organisation, 2017.
2. Eurostat, 2021.
3. Vodafone Institute for Society and Communications, 2021.
46
Vodafone Group Plc
Annual Report 2022
Strategic report
Governance
Financials
Other information
Purpose (continued)
We contribute to the
Sustainable Development Goals
The UN Sustainable Development Goals (‘SDGs’)
provide a blueprint for human progress and a clear
call to action for businesses to contribute to a
better future.
Examples of our projects and initiatives supporting
the SDG’s over the last year
Read more about our contribution to the SDGs:
vodafone.com/sdgs
The COVID-19 crisis continues to create huge challenges for society,
particularly in developing countries, and has led to a reversal of progress
on a number of SDGs. For example, we have seen the first rise in extreme
poverty in a generation, with around 120 million people pushed back
into extreme poverty1. Furthermore, the UN estimates that COVID-19
has wiped out 20 years of educational gains, with secondary school
completion rates at just 53% and this is predicted to decline1.
Digital technology will be essential in reducing these impacts, and help
progress towards delivering the SDGs as society builds back better. We
are committed to playing our role and believe we can increase the speed
and scale of delivery across a wide number of SDGs through leveraging
our technology and services, and through partnering with others.
Simultaneously, we can drive significant growth. For example, our M-Pesa
mobile money platform, designed to enable financial inclusion, has
52.4 million active customers. Excluding Safaricom, M-Pesa generated
revenue this year of €336 million.
We enable inclusive and sustainable digital societies
Vodafone is committed to accelerating connectivity and
digitalisation in order to meet the SDGs by 2030. We have
identified two priority SDGs (SDG 9 build resilient infrastructure and
innovation, and SDG 17 strengthen the means of implementation
and partnerships for sustainable development) that will enable us
and our partners to find lasting solutions to social, economic and
environmental challenges and thereby accelerate the delivery of
many other SDGs.
Partnerships: We are
building new models
of cooperation between
business, governments,
international organisations
and civil society to deliver
process and scale, for example
to connect the unconnected.
Connectivity: We want
everyone – whoever they
are and wherever they live –
to have access to reliable
and affordable internet.
Digital innovations: We will
build digital innovations such
as IoT solutions and digital
platforms like M-Pesa to
contribute to the sustainable
development across a
range of sectors including
manufacturing, transport,
health, agriculture, education
and energy.
Through connectivity infrastructure, digital innovations and
partnerships, we deliver impact across many of the SDGs.
No poverty
Click here to read more about the launch of VodaPay
vodafone.com/vodapay-launch
Good health and wellbeing
Scan to watch how our Mum & Baby service in
Mozambique is helping mothers to access
healthcare expertise
Quality education
Scan to watch how Vodafone is bringing digital
learning to students, teachers and schools
worldwide through Connected Education and
other programmes
Gender equality
Click here to read more on how our #ChangeTheFace
Alliance is driving increase participation and equal
opportunities for leadership in our industry
vodafone.com/change-the-face-alliance
Affordable and clean energy
Click here to read more about self-powered mobile masts
providing sustainable solutions for rural communities
vodafone.com/self-powered-mobile-masts
Sustainable cities and communities
Click here to read more about Greece’s first “green island”
vodafone.com/first-green-island
Responsible consumption
Click here to read more about the new pan-industry
Eco Rating scheme launched for mobile phones
vodafone.com/eco-rating
UN Young SDG Innovators
This year, a small group of Vodafone colleagues participated in the
2021 UN Young SDG Innovators programme, run by the United Nations
Global Compact. The programme helps to accelerate business innovation
towards the SDGs. The team worked on a concept to tackle inequality
(SDG 10) by addressing the digital divide through big data and was
selected to showcase its idea at the 2021 SDG Innovators Summit.
Note:
1. UN, 2021.
46
Vodafone Group Plc
Annual Report 2022
Purpose (continued)
We contribute to the
Sustainable Development Goals
The UN Sustainable Development Goals (‘SDGs’)
provide a blueprint for human progress and a clear
call to action for businesses to contribute to a
better future.
The COVID-19 crisis continues to create huge challenges for society,
particularly in developing countries, and has led to a reversal of progress
on a number of SDGs. For example, we have seen the first rise in extreme
poverty in a generation, with around 120 million people pushed back
into extreme poverty1. Furthermore, the UN estimates that COVID-19
has wiped out 20 years of educational gains, with secondary school
completion rates at just 53% and this is predicted to decline1.
Digital technology will be essential in reducing these impacts, and help
progress towards delivering the SDGs as society builds back better. We
are committed to playing our role and believe we can increase the speed
and scale of delivery across a wide number of SDGs through leveraging
our technology and services, and through partnering with others.
Simultaneously, we can drive significant growth. For example, our M-Pesa
mobile money platform, designed to enable financial inclusion, has
52.4 million active customers. Excluding Safaricom, M-Pesa generated
revenue this year of €336 million.
We enable inclusive and sustainable digital societies
Vodafone is committed to accelerating connectivity and
digitalisation in order to meet the SDGs by 2030. We have
identified two priority SDGs (SDG 9 build resilient infrastructure and
innovation, and SDG 17 strengthen the means of implementation
and partnerships for sustainable development) that will enable us
and our partners to find lasting solutions to social, economic and
environmental challenges and thereby accelerate the delivery of
many other SDGs.
Partnerships: We are
building new models
of cooperation between
business, governments,
international organisations
and civil society to deliver
process and scale, for example
to connect the unconnected.
Connectivity: We want
everyone – whoever they
are and wherever they live –
to have access to reliable
and affordable internet.
Digital innovations: We will
build digital innovations such
as IoT solutions and digital
platforms like M-Pesa to
contribute to the sustainable
development across a
range of sectors including
manufacturing, transport,
health, agriculture, education
and energy.
Through connectivity infrastructure, digital innovations and
partnerships, we deliver impact across many of the SDGs.
Examples of our projects and initiatives supporting
the SDG’s over the last year
Read more about our contribution to the SDGs:
vodafone.com/sdgs
No poverty
Click here to read more about the launch of VodaPay
vodafone.com/vodapay-launch
Good health and wellbeing
Scan to watch how our Mum & Baby service in
Mozambique is helping mothers to access
healthcare expertise
Quality education
Scan to watch how Vodafone is bringing digital
learning to students, teachers and schools
worldwide through Connected Education and
other programmes
Gender equality
Click here to read more on how our #ChangeTheFace
Alliance is driving increase participation and equal
opportunities for leadership in our industry
vodafone.com/change-the-face-alliance
Affordable and clean energy
Click here to read more about self-powered mobile masts
providing sustainable solutions for rural communities
vodafone.com/self-powered-mobile-masts
Sustainable cities and communities
Click here to read more about Greece’s first “green island”
vodafone.com/first-green-island
Responsible consumption
Click here to read more about the new pan-industry
Eco Rating scheme launched for mobile phones
vodafone.com/eco-rating
UN Young SDG Innovators
This year, a small group of Vodafone colleagues participated in the
2021 UN Young SDG Innovators programme, run by the United Nations
Global Compact. The programme helps to accelerate business innovation
towards the SDGs. The team worked on a concept to tackle inequality
(SDG 10) by addressing the digital divide through big data and was
selected to showcase its idea at the 2021 SDG Innovators Summit.
Note:
1. UN, 2021.
Strategic report
Governance
Financials
Other information
47
Vodafone Group Plc
Annual Report 2022
Strategic report
Governance
Financials
Other information
Responsible business
Responsible business
To underpin the delivery of our purpose, we ensure that
we operate in a responsible way. Acting ethically, lawfully
and with integrity is critical to our long-term success.
Our Code of Conduct sets out what we expect from every single person
working for Vodafone, regardless of location. We also expect our suppliers
and business partners to uphold the same standards and to abide by our
Code of Ethical Purchasing.
Click here to read our Code of Conduct:
vodafone.com/code-of-conduct
Our ‘Doing What’s Right’ training and communication programme is key
to embedding a shared understanding of the Code of Conduct across
Vodafone. Throughout the year, the Doing What’s Right communication
programme promoted different areas of our Code of Conduct, including
Speak Up, anti-bribery, privacy, competition law, security, and health
and safety. Training on our Code of Conduct is included in our standard
induction process for new employees. We expect every employee to
complete refresher training when assigned, and this is typically every two
years. Of those employees assigned induction or refresher Doing What’s
Right training during the period, 89% had completed the training as at
31 March 2022.
During the year, we rolled out a translated version of our Code of
Conduct module in 10 non-English-speaking markets. We also produced
and launched new anti-bribery training globally and introduced a new
security module to English-speaking markets; a translated version
will follow in the next year. The refreshed modules followed the same
approach taken in the Code of Conduct module by engaging learners
with interactive video-based scenarios aimed at encouraging the right
behaviours. The new training materials were positively received and
were consistently rated with five stars in the Vodafone learning platform.
We also strive to make compliance easy for our employees and
continue to improve our digital Code of Conduct and Global Policy
portal, the internal platform where employees can find information
about our policies and procedures. We have seen a significant increase
in traffic on both sites, with a 55% increase in views of the Policy Portal
and a 45% increase in views of the digital Code of Conduct, showing
that our employees are engaging with our policies.
Our Code of Conduct is well understood throughout Vodafone. In our
January 2021 Spirit Beat employee survey, 96% of respondents agreed
with the statement ‘Our team lives by the Code of Conduct’.
Speak Up
Everyone who works for or on behalf of Vodafone has a responsibility to
report any behaviour at work that may be unlawful or criminal, or could
amount to an abuse of our policies, systems or processes and therefore
a breach of our Code of Conduct. Employees are able to raise concerns
with a line manager, with a colleague from human resources or through
our confidential third-party hotline, Speak Up, accessible online or
by telephone.
Speak Up operates under a non-retaliatory policy, meaning that everyone
who raises a concern in good faith is treated fairly, with no negative
consequences for their employment with Vodafone, regardless of the
outcome of any subsequent investigation.
All Speak Up reports are confidentially investigated by local specialist
teams, with a senior team in place to triage reports. Each grievance is
formally and robustly investigated and is monitored to verify that any
corrective action plan or remediation has been conducted. Our Group
Risk and Compliance Committee reviews the effectiveness of the Speak
Up process and trends twice a year, and the Audit and Risk Committee
receives an annual update, with additional ad hoc reviews also carried out
where appropriate.
Our employees trust our Speak Up process, as evidenced by our
January 2021 Spirit Beat survey, with 87% of respondents agreeing that
they believe appropriate action would be taken as a result of using the
process. We also track the proportion of ‘named’ versus ‘anonymous’
reports as a higher number of named reports suggests higher levels
of trust in the Speak Up process. During the year, 64% (FY21: 64%)
of reports were ‘named’ and this was higher than available
industry benchmarks.
This year, 642 (FY21: 623) separate concerns were reported using
Speak Up. Speak Up reports could relate to matters of unlawful
behaviour or matters of integrity, such as bribery, fraud, price fixing, a
conflict of interest, or a breach of data privacy. Reports could also relate
to people issues such as discrimination, bullying or harassment, danger
to the health and safety of employees or the public, or potential abuses
of human rights.
If we decide to proceed with an investigation, a qualified expert will
investigate, keeping the person who raised the concern informed
throughout the process. Where reports made to Speak Up require
remedial action, this could include consequences at the individual
level, or changes to internal processes and procedures.
Speak Up topics raised during the year
Topic1
People issues2
Integrity
Other
Health and safety
Speak Up
reports
55%
33%
11%
1%
Requiring
remedial action
24%
39%
84%
33%
Notes:
1. There were no reports relating to modern slavery concerns reported during the period
(FY21: zero reports).
2. Diversity & Inclusion topics accounted for 4% of the People issues reported during the year.
Speak Up is also made available to our suppliers and is communicated
through our Code of Ethical Purchasing. For suppliers that decide
to maintain their own grievance mechanisms, we require that they
inform us of any grievances raised relating to work done on behalf of
Vodafone directly.
Protecting data
Millions of people communicate and share
information over our networks, enabling them to
connect, innovate and prosper. Customers trust us
with their data and maintaining this trust is critical.
Data privacy
We believe that everyone has a right to privacy wherever they live in
the world, and our commitment to our customers’ privacy goes beyond
legal compliance. As a result, our privacy programme applies globally,
irrespective of whether there are local data protection or privacy laws.
Our privacy management policy is based on the European Union General
Data Protection Regulation (‘GDPR’) and this is applied across Vodafone
markets both inside and outside the European Economic Area. Our
privacy management policy establishes a framework within which local
data protection and privacy laws are respected and sets a baseline for
those markets where there are no equivalent legal requirements.
48
Vodafone Group Plc
Annual Report 2022
Strategic report
Governance
Financials
Other information
Responsible business (continued)
We always seek to respect and protect the right to privacy, including
our customers’ lawful rights to hold and express opinions and share
information and ideas without interference. At the same time, as a
licensed national operator, we are obliged to comply with lawful orders
from national authorities and the judiciary, including law enforcement.
Scan or click to watch our privacy experts summarise
our approach to data privacy:
investors.vodafone.com/videos
Privacy risks
As data volumes continue to grow and regulatory and customer scrutiny
increases, it is important to be clear on the privacy risks we face, as well as
how our policies and programmes can mitigate these risks. We categorise
data privacy risk into three main areas:
– Collection: collection of personal data without permissions or
excessive collection of data;
– Access & use: use of personal data for unauthorised purposes,
excessive data retention or poor data quality; and
– Sharing: unauthorised disclosure of personal data, including supplier
non-compliance with the law or our own policies.
To help us identify and manage evolving risks, we constantly evaluate
our business strategy, new technologies, products and services as well
as government policies and regulation.
Privacy principles
Our privacy programme governs how we collect, use, and manage our
customers’ personal data to ensure we respect the confidentiality of their
communications and any choices that they have made regarding the use
of their data. Our privacy programme is based on the following principles:
accountability; privacy by design; fairness and lawfulness; openness and
honesty; choice and access; security safeguards; and balance.
Click to read more about our privacy principles and how
they guide the way our products are designed and built:
vodafone.com/privacy
Using customer data
We want to enable our customers to get the most out of our products
and services. To provide these services, we need to use our customers’
personal information. We are committed to protecting our customers’
data, using it for a stated and specific purpose, and we are always open
about what customer data we collect, and why we collect it.
Click to read more about uses of customer data:
investors.vodafone.com/sasb
Each local market publishes a Privacy Statement to provide clear,
transparent and relevant information on how we collect and use
personal data, what choices are available regarding its use and how
customers can exercise their rights. Our product specific privacy notices
include details relating to a particular product. These statements and
notices are available to customers online, in the MyVodafone app and
in our retail stores.
Our businesses provide our customers with access to their data
through online and physical channels. These channels can be used
also to request deletion of data that is no longer necessary, or for
correction of outdated or incorrect data, or for data portability. Our
customer privacy statements and other customer facing documents
provide comprehensive information on how these rights can be
exercised and how to raise complaints or contact the relevant data
protection authority. Our frontline retail and customer support staff
are trained to respond to the customers’ requests.
Our state-of-art, multi-channel permission management approach was
deployed across our channels (MyVodafone app, website, call centres
and retail stores) in 2018. This approach allows our customers to control
how we use their data for marketing and other purposes at any time
and the permissions are synchronised across our channels. For example,
customers can:
– Opt-in for processing of special categories of data;
– Choose what data we collect through the MyVodafone app and how it
is used;
– Opt-out from marketing across different channels (call, SMS,
notifications), or opt-in to the use of their communications metadata
for marketing purposes or for receiving third-party marketing
messages; and
– Opt-out from the use of anonymised network and location data
(‘Vodafone Analytics’).
Click to read more about our privacy policies:
vodafone.com/privacy
Operating model
We have an experienced team of privacy specialists dedicated to ensuring
compliance with data protection laws and our policies in the countries
where we operate.
We apply a process-based approach to managing privacy risks across
the data life cycle and teams from across Vodafone ensure end-to-end
coverage. Dedicated security teams ensure appropriate technical and
organisational information security measures are applied to protect
personal data against unauthorised access, disclosure, loss or use during
transit and at rest.
Read more about cyber security
on pages 49 to 51 and 60
All products, services and processes are subject to privacy impact
assessments as part of their development and throughout their life
cycle. We maintain personal data processing records, supplier privacy
compliance, data breach management and individual rights processes,
as well as internal and international data transfer compliance frameworks,
and training and awareness programmes.
Our teams monitor and influence regulatory and industry developments
and work to build and maintain relationships with local data protection
authorities and other key stakeholders.
Our privacy control frameworks are subject to continuous risk-based
improvements. In addition to introducing updates to our global privacy
controls, we also require every employee, and where possible contractors,
to complete Doing What’s Right privacy training within six weeks of joining
and then every two years. We also have targeted training for high-risk
roles which is aimed at teams with a key role in personal data processing.
With this approach we aim to achieve a 90% completion rate on both
types of training across all target groups across our global footprint. In
FY22, 91% of assigned employees completed Doing What’s Right
privacy training.
The effectiveness of control implementation is subject to quarterly
reporting, annual evidence-based testing by the privacy teams, as well as
internal audit. Control implementation is also reviewed by local market
CEOs, the Group Risk and Compliance Committee and the Audit and
Risk Committee. Any findings are subject to remedial actions by the
responsible control operator, and completion is monitored.
Governance
The General Counsel and Company Secretary, a member of the Executive
Committee, oversees the global privacy programme. The Group Privacy
Officer, reporting to the General Counsel, is responsible for managing
and overseeing the privacy programme on a day-to-day basis across
the markets and provides regular status reports to the General Counsel and
Company Secretary and an annual update to the Audit and Risk Committee.
48
Vodafone Group Plc
Annual Report 2022
Responsible business (continued)
Strategic report
Governance
Financials
Other information
49
Vodafone Group Plc
Annual Report 2022
Strategic report
Governance
Financials
Other information
We always seek to respect and protect the right to privacy, including
Our state-of-art, multi-channel permission management approach was
our customers’ lawful rights to hold and express opinions and share
deployed across our channels (MyVodafone app, website, call centres
information and ideas without interference. At the same time, as a
and retail stores) in 2018. This approach allows our customers to control
licensed national operator, we are obliged to comply with lawful orders
how we use their data for marketing and other purposes at any time
from national authorities and the judiciary, including law enforcement.
and the permissions are synchronised across our channels. For example,
Scan or click to watch our privacy experts summarise
our approach to data privacy:
investors.vodafone.com/videos
Privacy risks
As data volumes continue to grow and regulatory and customer scrutiny
increases, it is important to be clear on the privacy risks we face, as well as
how our policies and programmes can mitigate these risks. We categorise
data privacy risk into three main areas:
– Collection: collection of personal data without permissions or
excessive collection of data;
– Access & use: use of personal data for unauthorised purposes,
excessive data retention or poor data quality; and
– Sharing: unauthorised disclosure of personal data, including supplier
non-compliance with the law or our own policies.
To help us identify and manage evolving risks, we constantly evaluate
our business strategy, new technologies, products and services as well
as government policies and regulation.
Privacy principles
Our privacy programme governs how we collect, use, and manage our
customers’ personal data to ensure we respect the confidentiality of their
communications and any choices that they have made regarding the use
of their data. Our privacy programme is based on the following principles:
accountability; privacy by design; fairness and lawfulness; openness and
honesty; choice and access; security safeguards; and balance.
Click to read more about our privacy principles and how
they guide the way our products are designed and built:
vodafone.com/privacy
Using customer data
We want to enable our customers to get the most out of our products
and services. To provide these services, we need to use our customers’
personal information. We are committed to protecting our customers’
data, using it for a stated and specific purpose, and we are always open
about what customer data we collect, and why we collect it.
Click to read more about uses of customer data:
investors.vodafone.com/sasb
Each local market publishes a Privacy Statement to provide clear,
transparent and relevant information on how we collect and use
personal data, what choices are available regarding its use and how
customers can exercise their rights. Our product specific privacy notices
include details relating to a particular product. These statements and
notices are available to customers online, in the MyVodafone app and
in our retail stores.
Our businesses provide our customers with access to their data
through online and physical channels. These channels can be used
also to request deletion of data that is no longer necessary, or for
correction of outdated or incorrect data, or for data portability. Our
customer privacy statements and other customer facing documents
provide comprehensive information on how these rights can be
exercised and how to raise complaints or contact the relevant data
protection authority. Our frontline retail and customer support staff
are trained to respond to the customers’ requests.
customers can:
is used;
– Opt-in for processing of special categories of data;
– Choose what data we collect through the MyVodafone app and how it
– Opt-out from marketing across different channels (call, SMS,
notifications), or opt-in to the use of their communications metadata
for marketing purposes or for receiving third-party marketing
– Opt-out from the use of anonymised network and location data
messages; and
(‘Vodafone Analytics’).
Click to read more about our privacy policies:
vodafone.com/privacy
Operating model
where we operate.
We have an experienced team of privacy specialists dedicated to ensuring
compliance with data protection laws and our policies in the countries
We apply a process-based approach to managing privacy risks across
the data life cycle and teams from across Vodafone ensure end-to-end
coverage. Dedicated security teams ensure appropriate technical and
organisational information security measures are applied to protect
personal data against unauthorised access, disclosure, loss or use during
transit and at rest.
Read more about cyber security
on pages 49 to 51 and 60
All products, services and processes are subject to privacy impact
assessments as part of their development and throughout their life
cycle. We maintain personal data processing records, supplier privacy
compliance, data breach management and individual rights processes,
as well as internal and international data transfer compliance frameworks,
and training and awareness programmes.
Our teams monitor and influence regulatory and industry developments
and work to build and maintain relationships with local data protection
authorities and other key stakeholders.
Our privacy control frameworks are subject to continuous risk-based
improvements. In addition to introducing updates to our global privacy
controls, we also require every employee, and where possible contractors,
to complete Doing What’s Right privacy training within six weeks of joining
and then every two years. We also have targeted training for high-risk
roles which is aimed at teams with a key role in personal data processing.
With this approach we aim to achieve a 90% completion rate on both
types of training across all target groups across our global footprint. In
FY22, 91% of assigned employees completed Doing What’s Right
privacy training.
The effectiveness of control implementation is subject to quarterly
reporting, annual evidence-based testing by the privacy teams, as well as
internal audit. Control implementation is also reviewed by local market
CEOs, the Group Risk and Compliance Committee and the Audit and
Risk Committee. Any findings are subject to remedial actions by the
responsible control operator, and completion is monitored.
Governance
The General Counsel and Company Secretary, a member of the Executive
Committee, oversees the global privacy programme. The Group Privacy
Officer, reporting to the General Counsel, is responsible for managing
and overseeing the privacy programme on a day-to-day basis across
the markets and provides regular status reports to the General Counsel and
Company Secretary and an annual update to the Audit and Risk Committee.
Whilst each employee is responsible for protecting personal data they
are trusted with, accountability for compliance sits with each operating
company. A member of the local executive committee oversees the local
implementation of our privacy programme. Each operating company also
has a dedicated privacy officer, privacy legal counsel and other privacy
specialists. Local privacy officers report to the Group Privacy Officer
throughout the year.
The Privacy Leadership team approves new standards and guidelines
and monitors the implementation of global privacy plans. Operating
companies also maintain privacy steering committees that bring
together privacy and security teams and senior management from
relevant business functions.
Privacy incidents
We have a strong culture of data privacy and our assurance and
monitoring activities are designed to identify potential issues before
they materialise. However, during the financial year, Vodafone was
fined €2 million (FY21: €20 million) for data privacy issues, primarily
relating to telesales and customer authentication practices in Spain.
In response to the incidents in Spain, we have established a dedicated
taskforce that reports directly to the Vodafone Spain Executive
Committee. The taskforce also contributed to a new industry code of
conduct on telesales published in July 2021. Fines relating to telesales
arose as some of our third-party marketing agencies had conducted
direct marketing activities towards people who had opted-out. These
activities were in violation of existing supplier agreements. In response
to these incidents, our rules on telesales have been reviewed and
compliance with these rules is subject to increased assurance and
monitoring. Where necessary, improved controls have been introduced
to monitor and enforce suppliers’ compliance. Such measures include,
for example, the routing of third-party telesales through Vodafone’s
systems which ensures that calls to opted-out customers are detected
and blocked, verification to ensure that commission is only paid for
authorised calls, strict enforcement of contractual penalties for non-
compliance, and the discontinuation of contracts with several suppliers.
Third parties are increasingly using mobile devices to verify the identity
of their customers. For example, banks or websites may issue one
time access codes sent via SMS to verify an individual’s identity. As a
result, there has been an increase in attackers attempting to exploit
telecommunication authentication processes for fraudulent purposes.
One method involves attackers using social engineering to access
customers’ telecommunications accounts with the aim of swapping
SIMs to new devices or setting up call forwarding.
In response to these trends, the Spanish data protection regulator has
issued penalties to the main telecommunications companies operating
in the country, including Vodafone, for not having stronger levels of
authentication processes to prevent such fraudulent activities from
occurring. We have been actively collaborating with other local
telecommunications operators, the banking sector, law enforcement
authorities and the local data protection regulator through a cross-
industry taskforce, with the aim of resolving fraudulent customer
authentication practices. We have also implemented new technology
tools to minimise the risk of further fraudulent activities in Spain, updated
our global security policies and are in the process of implementing new
tools in our markets.
In addition to the fines in Spain, our businesses in Hungary, Romania,
Ireland and Turkey received immaterial fines for data privacy issues. These
fines arose as a result of a delayed response to a subject access request,
direct marketing towards people who had opted-out of being contacted,
and an issue relating to notifying customers about how their personal
data was processed. These cases were isolated incidents and we have
implemented additional controls, such as stricter access restrictions and
increased monitoring in response.
For detail on how we respond to a data breach,
refer to the cyber security section on page 51
Cyber security
Our role is to enable connectivity in society. As a provider of critical
national infrastructure and connectivity that is relied upon by millions of
customers, we prioritise cyber and information security across everything
we do. Our customers use Vodafone products and services because of
our next-generation connectivity, but also because they trust that their
information is secure.
Cyber attacks are part of the technology landscape today and will be
in the future. No organisation, government or person will ever be fully
immune to the effect of cyber attacks and the telecommunications
industry is faced with a unique set of risks as we provide connectivity
services and handle private communication data. Our approach to
managing cyber risk is based on international best practice, a good
understanding of the threat landscape and leverages our global scale.
Scan or click to watch our cyber security experts
summarise our approach to cyber security:
investors.vodafone.com/videos
Identification of vulnerabilities and risks
Cyber security is a principal risk. We understand that if not managed
effectively, there could be major customer, financial, reputation or
regulatory impacts. Risk and threat management are fundamental
to maintaining the security of our services across every aspect of our
business. We separate cyber security risk into three main areas of risk:
– External: Attackers and criminals targeting our systems, networks,
or people to conduct malicious attacks;
– Insider: Accidental leakage of information or malicious misuse of
access privileges by our employees; and
– Supply chain: A supplier is breached or used as a conduit to gain
access to our systems, data or people.
To help us identify and manage emerging and evolving risks,
we constantly evaluate and challenge our business strategy, new
technologies, government policies and regulation, and cyber threats.
We conduct regular reviews of the most significant security risks affecting
our business and develop strategies and policies to detect, prevent and
respond to them. Our cyber security strategy focuses on minimising the
risk of cyber incidents that affect our networks and services.
Understanding the threat landscape is key to managing cyber risk.
The war in Ukraine has led to an increased cyber threat for organisations
across all industries. State-backed or state-supporting threat groups may
conduct attacks on companies to cause disruption, in retaliation against
sanctions or as a spillover from the conflict. In the telecoms sector,
espionage, disruption and destruction are likely objectives for threat
actors. We have taken a multi-step approach to managing the heightened
risk and we have:
– Increased threat monitoring for specific threats or insight distributed by
security authorities;
– Heightened internal monitoring to track indicators that are related to
the war and immediately escalated them for action and review; and
– Bolstered specific areas of security and reinforced good practice,
including changes to make user compromise less likely, and ran an
awareness campaign led by the Chief Executive.
More broadly, ransomware remains a significant threat to all companies.
Threat actors are changing their tactics to include data extortion or
destruction without using malware. In these cases, the cyber criminals
compromise internal accounts and tools and then use these to perform
their criminal activities. User awareness and good security hygiene, such
as that required by Vodafone’s Cyber Code, are critical to managing
these threats.
50
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Strategic report
Governance
Financials
Other information
Responsible business (continued)
In December 2021, a new critical vulnerability in widely used log4j software
code was identified. This vulnerability could be used to steal data, introduce
malware or take over systems. The log4j software is used as a building
block within many applications and services, and as a result almost all
companies were impacted. Our response has included blocking over two
million attacks which were attempting to exploit this vulnerability, as well
as scanning and patching our own systems and those supplied to us by
third parties to rule out compromise and reduce the risk level.
Controls
Controls can prevent, detect or respond to risks. Most risks and threats are
prevented from occurring and most will be detected before they cause
harm and need a response. A small minority will need recovery actions.
We use a common global framework called the Cyber Security Baseline
and it is mandatory across the entire Group. The baseline is based on an
international standard and includes key security controls which significantly
reduce cyber security risk, by preventing, detecting or responding to events
and attacks. We have effectiveness targets for the key controls that are
monitored and reported to senior management on a monthly basis. Each
year, we review the framework in the light of changing threats and create
new or enhanced controls to counter these threats. During FY22, we
have introduced new controls to strengthen protection against phishing
and ransomware, increased requirements for privileged access and
authentication, and defined stronger security controls in our agile
development lifecycle.
A dedicated assurance team reviews and validates the effectiveness of
our security controls, and our control environment is subject to regular
internal audit. The security of our global networks is also independently
tested every year to assure we are maintaining the highest standards and
our controls are operating effectively. We maintain independently audited
information security certifications, including ISO 27001, which cover our
global technology function and 15 local markets.
We do more than just comply with local requirements or certifications; we
actively contribute to consultations and debates on laws and regulations.
We support level playing fields across regions and seek harmonised
regulatory environments that provide strong security and societal benefits
at a reasonable cost.
Read more about our identification of cyber threat
as a principal risk on page 60
New technologies
We adopt new technologies to better serve our customers and gain
operational efficiency. For every technology programme, new or existing,
we follow our Security by Design process, evaluating suppliers’ hardware
and software, modelling threats and understanding the risks before
designing, implementing and testing the necessary security controls.
Every new mobile network generation has brought increased
performance and capability, along with new opportunities in security.
During the year, we began deploying 5G core networks alongside
our 5G radio networks, often described as 5G Standalone; with
these networks already live in the UK and Germany. As we roll out 5G
standalone, we have updated our security standards to implement the
latest 5G features in our core networks. We also test security in our radio
networks using independent testing companies.
Open RAN is a new way of building and managing Radio Access Network
(‘RAN’) components within telecommunication infrastructure. Instead of
purchasing all the components from one supplier, we rely on software to
implement many of these functions which are connected through open
interfaces. Over time, this will create a more competitive landscape for
telecoms equipment. We mitigate security risks by following our Security
by Design process, identifying and mitigating threats with secure design
and configuration. We also participate in the O-RAN Alliance and security
working groups to standardise and strengthen the industry approach.
Business customers
We also provide cyber security support to our business customers
through Vodafone Business. Our products and services help our
business customers of all sizes protect themselves from the evolving
cyber security threat landscape and adapt to a new model of security
necessitated by the adoption of hybrid working. Our portfolio of cyber
security solutions for businesses is available in 16 markets and has over
one million users. Our products and services leverage our global network
and partnerships, such as those with Accenture, Palo Alto Networks, Trend
Micro, and VMWare, to make enterprise-grade security services accessible
to organisations of any size.
For SOHO and SME customers our focus is on click-to-buy services
covering mobile, endpoint and network security. We are also expanding
our services to cover emerging challenges such as human risk mitigation,
risk assessment and certification.
For mid-market business customers, we offer a range of professional
and managed services that provide support across the full spectrum of
an organisation’s cyber security needs – assessing risk with vulnerability
assessments; penetration testing and cyber exposure diagnostics;
protecting the organisation with firewall management and phishing
awareness campaigns; through to full scale managed detection and
response, and breach response and forensics services.
For larger and multinational organisations, Vodafone Business offers a
range of network, endpoint and managed security solutions to enhance
mobile and fixed portfolios in this segment.
Operating model
We have implemented an operating model based on the leading industry
security standards published by the US National Institute of Standards and
Technology (‘NIST’). We have an international team of over 1,000 people
who are focused on constantly monitoring, protecting and defending
our systems and our customers’ data. We also work with third-party
experts and consultants to maintain specialist skills and continue to follow
leading practice. Our scale means we benefit from global collaboration,
technology sharing, deep expertise and ultimately have greater visibility of
emerging threats. Although the cyber team leads on detect, respond and
recover, preventative and protective controls are embedded across all of
our technology and throughout the entire business.
Set Policy and Sta
n
I d e ntify
Assess
risk
T e c h & Business
Risk &
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Security
d
a
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d
s
Select &
design
controls
n
g
i
s
e
y D
Security b
t
c
e
t
o
r
P
Maintain
systems,
threats &
network
Internal Au d i
t
Cyber Pr e v e n t
Deploy
controls
cover
d re
n
a
d
n
o
p
s
e
R
Measure & T e st
Respond
to events
C
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b
e
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D
e
f
e
n
c
e
D
etect
50
Vodafone Group Plc
Annual Report 2022
Responsible business (continued)
Strategic report
Governance
Financials
Other information
51
Vodafone Group Plc
Annual Report 2022
Strategic report
Governance
Financials
Other information
In December 2021, a new critical vulnerability in widely used log4j software
Business customers
code was identified. This vulnerability could be used to steal data, introduce
We also provide cyber security support to our business customers
malware or take over systems. The log4j software is used as a building
through Vodafone Business. Our products and services help our
block within many applications and services, and as a result almost all
business customers of all sizes protect themselves from the evolving
companies were impacted. Our response has included blocking over two
cyber security threat landscape and adapt to a new model of security
million attacks which were attempting to exploit this vulnerability, as well
necessitated by the adoption of hybrid working. Our portfolio of cyber
as scanning and patching our own systems and those supplied to us by
security solutions for businesses is available in 16 markets and has over
third parties to rule out compromise and reduce the risk level.
Controls
one million users. Our products and services leverage our global network
and partnerships, such as those with Accenture, Palo Alto Networks, Trend
Micro, and VMWare, to make enterprise-grade security services accessible
Controls can prevent, detect or respond to risks. Most risks and threats are
prevented from occurring and most will be detected before they cause
to organisations of any size.
harm and need a response. A small minority will need recovery actions.
For SOHO and SME customers our focus is on click-to-buy services
We use a common global framework called the Cyber Security Baseline
and it is mandatory across the entire Group. The baseline is based on an
international standard and includes key security controls which significantly
covering mobile, endpoint and network security. We are also expanding
our services to cover emerging challenges such as human risk mitigation,
risk assessment and certification.
reduce cyber security risk, by preventing, detecting or responding to events
For mid-market business customers, we offer a range of professional
and attacks. We have effectiveness targets for the key controls that are
and managed services that provide support across the full spectrum of
monitored and reported to senior management on a monthly basis. Each
an organisation’s cyber security needs – assessing risk with vulnerability
year, we review the framework in the light of changing threats and create
assessments; penetration testing and cyber exposure diagnostics;
new or enhanced controls to counter these threats. During FY22, we
protecting the organisation with firewall management and phishing
have introduced new controls to strengthen protection against phishing
awareness campaigns; through to full scale managed detection and
and ransomware, increased requirements for privileged access and
authentication, and defined stronger security controls in our agile
development lifecycle.
response, and breach response and forensics services.
For larger and multinational organisations, Vodafone Business offers a
range of network, endpoint and managed security solutions to enhance
A dedicated assurance team reviews and validates the effectiveness of
mobile and fixed portfolios in this segment.
our security controls, and our control environment is subject to regular
internal audit. The security of our global networks is also independently
tested every year to assure we are maintaining the highest standards and
our controls are operating effectively. We maintain independently audited
information security certifications, including ISO 27001, which cover our
global technology function and 15 local markets.
Operating model
We have implemented an operating model based on the leading industry
security standards published by the US National Institute of Standards and
Technology (‘NIST’). We have an international team of over 1,000 people
who are focused on constantly monitoring, protecting and defending
our systems and our customers’ data. We also work with third-party
We do more than just comply with local requirements or certifications; we
experts and consultants to maintain specialist skills and continue to follow
actively contribute to consultations and debates on laws and regulations.
leading practice. Our scale means we benefit from global collaboration,
We support level playing fields across regions and seek harmonised
technology sharing, deep expertise and ultimately have greater visibility of
regulatory environments that provide strong security and societal benefits
emerging threats. Although the cyber team leads on detect, respond and
recover, preventative and protective controls are embedded across all of
our technology and throughout the entire business.
at a reasonable cost.
Read more about our identification of cyber threat
as a principal risk on page 60
New technologies
We adopt new technologies to better serve our customers and gain
operational efficiency. For every technology programme, new or existing,
we follow our Security by Design process, evaluating suppliers’ hardware
and software, modelling threats and understanding the risks before
designing, implementing and testing the necessary security controls.
Every new mobile network generation has brought increased
performance and capability, along with new opportunities in security.
During the year, we began deploying 5G core networks alongside
our 5G radio networks, often described as 5G Standalone; with
these networks already live in the UK and Germany. As we roll out 5G
standalone, we have updated our security standards to implement the
latest 5G features in our core networks. We also test security in our radio
networks using independent testing companies.
Open RAN is a new way of building and managing Radio Access Network
(‘RAN’) components within telecommunication infrastructure. Instead of
purchasing all the components from one supplier, we rely on software to
implement many of these functions which are connected through open
interfaces. Over time, this will create a more competitive landscape for
telecoms equipment. We mitigate security risks by following our Security
by Design process, identifying and mitigating threats with secure design
and configuration. We also participate in the O-RAN Alliance and security
working groups to standardise and strengthen the industry approach.
I d e ntify
Assess
risk
Set Policy and Sta
T e c h & Business
n
d
a
r
d
s
Measure & T e st
cover
d re
n
a
d
n
o
p
s
e
R
Respond
to events
C
y
b
e
r
D
e
f
e
n
c
e
D
etect
Select &
design
controls
n
g
i
s
e
y D
Security b
t
c
e
t
o
r
P
Risk &
Threat-based
Security
Maintain
systems,
threats &
network
Internal Au d i
t
Cyber Pr e v e n t
Deploy
controls
Every employee has responsibility for cyber security and must follow
the Vodafone Cyber Code, be sensitive to threats and report suspicious
activity. Embedded in our Code of Conduct, the Cyber Code is the
cornerstone of how we expect all employees to behave when it comes to
best practice in cyber security. It consists of seven areas where employees
need to follow security good practice.
Our cyber security awareness programme is delivered digitally via our
internal social media platform, videos and webinars. In addition, we
perform regular phishing simulations across all markets and functions
to raise awareness and train employees. Cyber security is included within
our Doing What’s Right training programme and our latest module was
launched to all English-speaking markets during the year, with translations
for other markets planned during FY23. Of those assigned the English
language training, 89% had completed it by 31 March 2022.
We continued to run incident simulation training for our local
markets during the year. The simulations used a common platform
to provide CEOs and their teams a realistic experience of managing a
cyber incident and exercising their responsibilities in accordance with
our common approach.
Click to read more about Vodafone’s Cyber Code in our
Code of Conduct: vodafone.com/code-of-conduct
Governance
The Chief Technology Officer is the Executive Committee member
responsible for managing the risks associated with cyber threats and
information security. The Cyber Security Director is responsible for
managing and overseeing the cyber security programme on a day-to-day
basis and reports to the Chief Technology Officer. Reporting to the Cyber
Security Director are the heads of the global cyber security functions and
markets or regions. The local cyber security leads are part of their local
management teams and responsible for the cyber agenda in their market
or region.
The Cyber Risk Council (‘CRC’) meets on a monthly basis, is attended
by the leads from each market and function and is chaired by the Cyber
Security Director. The CRC approves policies and standards, monitors
cyber risk and threat and oversees key programmes. The CRC is part of a
wider governance structure which includes the Group Technology Audit
and Risk Committee and ultimately the Board’s Audit and Risk Committee.
Key risk indicators for our most important controls and our security
baseline are reported to senior management and the Executive
Committee on a monthly basis. This reporting provides a granular view of
progress and risk reduction. The reports also include detail on the threat
landscape, policy and risk updates, vulnerability and incident data, and
programme status.
Cyber threats and information security are a major area of focus for the
Board’s Audit and Risk Committee and detailed updates including threat
landscape, risk position and security programme progress are provided
at least twice a year, most recently in March 2022. The Audit and Risk
Committee does deep dives into significant incidents, such as the security
incident in Portugal during the year.
Read more about the Audit and Risk Committee’s oversight
of cyber security on pages 83 to 88
Cyber incidents
As a global connectivity provider, we are subject to cyber threats,
which we work to identify, block and mitigate with our robust control
environment without any impact. Where a security incident occurs, we
have a consistent incident management framework and an experienced
team to manage our response. The focus of our incident responders is
always fast risk mitigation and customer security.
We actively engage with stakeholders, including academic institutions,
industry and government, in order to protect Vodafone, respond to cyber
threats and work together to share best practice. Given our expertise and
extensive experience, we also engage with a wide range of organisations
to help improve the understanding of cyber security thinking and practice,
and contribute to public policy, technical standards, information sharing
and analysis, risk assessment, and governance.
In the event of a cyber breach, disclosure is made in line with local
regulations and laws, and based on a risk assessment considering
customers, law enforcement, relevant authorities and our external auditor.
The European Union’s GDPR provides a framework for notifying customers
in the event there is a loss of customer data as a result of a data breach
and this framework is a baseline across all our markets.
Vodafone holds cyber liability and professional indemnity insurance
policies and these policies may cover the costs of an information security
breach, in whole or in part.
In February 2022, Vodafone Portugal experienced a network outage
that was caused by a deliberate cyber attack that was intended to
cause disruption. No malware or malicious software was installed,
and the attack method would be described as a ‘living off the land’
attack because it did not use any specialist tools. The attack relied
on sophisticated social engineering, and a deep understanding of IT
systems and networks. Investigations revealed that no customer data
was accessed or compromised. No other Vodafone markets experienced
any disruption from this incident.
The outage affected the data network in Portugal. The impact was loss of
some voice and data services, some TV services and enterprise and business
applications across the country, as well as international connections. Home
broadband and linear TV were unaffected by the attack. On detecting the
incident, we utilised our global incident management framework and
immediately took action to identify, contain further risk and restore
services quickly. Mobile data services and interconnections with other
operators were resumed within eight hours of the attack, with other
services being recovered during the next 48 hours. The Vodafone
Portugal CEO immediately and proactively communicated with
customers, and the team used widespread online, social media and
press information and articles to keep customers aware of our recovery
progress. Our cyber security team is continuing the investigation of this
incident and working with local law enforcement and security agencies.
Vodafone classifies security incidents according to severity, measured
by business and customer impact. The highest severity category
corresponds to a significant data breach or loss of service caused
by the incident. In the past financial year, the only such incident was
the Vodafone Portugal incident discussed above. During the incident,
4.7 million mobile and one million fixed line customers were impacted,
with some customers having both services. While the network outage
was significant, it was only classified as a severe network incident for
48 hours. The direct costs of the incident are estimated in the range
of €5 million and are financially immaterial in the context of Vodafone
Portugal’s operations and the wider Vodafone Group.
We also track incidents at our suppliers and third parties. The frequency
of such incidents is increasing. We contractually require our suppliers to
report incidents and we manage these incidents as if they were internal.
In the last financial year, one such supplier incident has been reported
to the Luxembourg regulator due to its potential scope to impact the
entire telecommunications industry. The supplier in question manages
the netting of roaming charges between operators and reported a
cyber incident in September 2021. There was a minor direct impact
on Vodafone based on the investigation carried out by Vodafone
and the supplier.
Click to read more about how we manage risks from
technology disruptions in our SASB disclosure:
investors.vodafone.com/sasb
52
Vodafone Group Plc
Annual Report 2022
Strategic report
Governance
Financials
Other information
Responsible business (continued)
Protecting people
Wherever we operate, we have an opportunity to
contribute to the advancement of fundamental
rights for our customers, colleagues and communities.
We are also conscious of the risks associated with
our operations and we work hard to mitigate negative
impacts, ensuring we keep people safe.
Health and safety
Keeping people safe is one of the most important responsibilities we
hold as an employer. Our ongoing focus is to provide a safe working
environment for everyone working for and on behalf of Vodafone and
the communities in which we operate. We want everyone working with
Vodafone to return home safely every day.
Our health and safety framework provides a consistent approach to safety
leadership, planning, performance monitoring, governance and assurance.
Our commitment to safety does not differentiate between employees,
contractors and suppliers, all of whom benefit from the same focus
on preventing harm, both on worksites and when working or moving
between sites.
Health and safety risks
We continue to focus on our key health and safety risks, which account
for the majority of reported incidents and remain a focus area globally:
occupational road risk, falls from height, working with electricity, and
fibre operations.
Road traffic incidents continue to be the primary cause of major injuries
and fatalities reported globally, accounting for 41% of all reported high
potential incidents within Vodafone during the year. As a result, we have
maintained a specific requirement to focus on road safety and driver
behaviour within our health and safety strategy and annual objectives.
In addition, local market road risk controls are reviewed as part of our
internal assurance plans.
In recognition of our key risks, we have established the ‘Vodafone
Absolute Rules’. These rules focus on risks that present the greatest
potential for harm for anyone working for or on behalf of Vodafone. The
Absolute Rules are clear and underpinned by a zero tolerance approach
to unsafe behaviours in all of our businesses. The Absolute Rules must
be followed by all Vodafone employees and contractors, as well as our
suppliers’ employees and contractors. In the January 2021 Spirit Beat
survey, 96% of employees agreed that the Absolute Rules are taken
seriously at Vodafone.
Leadership engagement
The importance of senior leadership and commitment to health and
safety remains key to our approach. Our senior leaders are actively
engaged, carrying out regular site tours throughout the year. Despite the
restrictions imposed by COVID-19, our senior leaders have continued to
maintain their visibility and engagement by carrying out tours virtually,
recognising the importance of connecting with teams and critical workers
as they continued to maintain our networks, work in our retail stores and
on customer sites.
Health and safety governance
Health and safety is managed through a global health and safety
framework, which includes the monitoring and assessing of risks, setting
targets, reviewing progress and reporting performance. Our global safety
framework is based on international standards for occupational health
and safety, is aligned to internationally recognised best practice, and
always meets or exceeds local requirements. In addition, some of our
local markets have chosen to undergo independent external certification
to ISO 45001, the international standard for occupational health and
safety; 49% of our business is externally certified to ISO 45001.
All incidents relating to key risks and breaches of the Vodafone
Absolute Rules are reported and investigated in adherence with
timescales contained within our Incident Reporting Standard. We
ensure that incidents are investigated in accordance with their severity,
and appropriate remedial actions and improvements are identified
and implemented. We strongly believe in the importance of prevention,
however we also believe that every incident should be treated as an
opportunity for learning and improvement.
Health and safety is a high-risk policy and included within our risk and
compliance governance programme. Due to restrictions introduced as
a consequence of the COVID-19 pandemic, in-country audits have not
been possible again this year. However, we have updated our risk control
matrix to help enhance the effectiveness of the assurance programme,
ensuring a single set of standards and mandatory controls that local
markets self-assess against. This self-assessment process has been
completed with independent oversight and quality review to ensure
consistency and effectiveness.
Employee engagement and consultation in arrangements for health and
safety is a foundation of our approach and all markets have Health and
Safety consultative committees that meet on a regular basis.
Training
We continue to include a health and safety module as part of our mandatory
‘Doing What’s Right’ training. The training module includes a video from our
Chief Human Resources Officer demonstrating senior-level support for the
Vodafone Absolute Rules. Every employee must complete the training
within six weeks of joining and then typically every two years. During
FY22, 90% of assigned employees working for Vodafone completed the
health and safety module. Contractors are required to complete separate
training relevant to their role and position.
Each local market is also responsible for delivering health and safety
training which supports the development of appropriate safety leadership
skills, behaviours and identification of health and safety risks. Additional
training is specific to an individual’s role and aligned to each market’s local
safety legislation.
Key performance indicators
We have a global set of key performance indicators as part of our safety
framework, which are reported monthly to the Executive Committee, and
bi-annually to the Board:
– Number of fatalities;
– Number of employee lost time incidents; and
– Number of top safety risks, including breaches of our Absolute Rules.
After a thorough investigation, we record all fatal incidents related to
our operations where we conclude that our controls were not operating
as effectively as required and may have prevented the incident from
occurring. We also consider circumstances where, if controls could have
reasonably been enhanced, the outcome could have been different. Each
fatality is presented for review at a Fatality Review Board chaired by the
Chief Human Resources Officer and supported by the Global Head of
Health and Safety. The presentation is led by the local market’s CEO.
We also share any lessons learned from each fatality across the relevant
Group functions.
Any injury is one too many and any loss of life related to our operations
is unacceptable. It is therefore with great regret that we record three
fatalities in the year that have been determined to be within Vodafone’s
control. In Vodacom Mozambique a road traffic collision between a Vodacom
subcontractor’s vehicle and a third-party vehicle resulted in the deaths of two
passengers in the third-party vehicle who were members of the public.
In Vodafone Egypt an 18-metre mast collapsed during construction carried
out by a Vodafone subcontractor and resulted in the death of one of the
subcontractors. In each case, a thorough investigation was overseen by
the respective local market CEO, who is responsible for ensuring that
the causes of the incident are widely understood and that any necessary
corrective actions are implemented. These incidents further reinforce our
52
Vodafone Group Plc
Annual Report 2022
Responsible business (continued)
Strategic report
Governance
Financials
Other information
53
Vodafone Group Plc
Annual Report 2022
Strategic report
Governance
Financials
Other information
Protecting people
Wherever we operate, we have an opportunity to
contribute to the advancement of fundamental
rights for our customers, colleagues and communities.
We are also conscious of the risks associated with
All incidents relating to key risks and breaches of the Vodafone
Absolute Rules are reported and investigated in adherence with
timescales contained within our Incident Reporting Standard. We
ensure that incidents are investigated in accordance with their severity,
and appropriate remedial actions and improvements are identified
and implemented. We strongly believe in the importance of prevention,
however we also believe that every incident should be treated as an
our operations and we work hard to mitigate negative
opportunity for learning and improvement.
impacts, ensuring we keep people safe.
Health and safety
Keeping people safe is one of the most important responsibilities we
hold as an employer. Our ongoing focus is to provide a safe working
environment for everyone working for and on behalf of Vodafone and
the communities in which we operate. We want everyone working with
Vodafone to return home safely every day.
Our health and safety framework provides a consistent approach to safety
leadership, planning, performance monitoring, governance and assurance.
Our commitment to safety does not differentiate between employees,
contractors and suppliers, all of whom benefit from the same focus
on preventing harm, both on worksites and when working or moving
between sites.
Health and safety risks
We continue to focus on our key health and safety risks, which account
for the majority of reported incidents and remain a focus area globally:
occupational road risk, falls from height, working with electricity, and
fibre operations.
Road traffic incidents continue to be the primary cause of major injuries
and fatalities reported globally, accounting for 41% of all reported high
potential incidents within Vodafone during the year. As a result, we have
maintained a specific requirement to focus on road safety and driver
behaviour within our health and safety strategy and annual objectives.
In addition, local market road risk controls are reviewed as part of our
internal assurance plans.
In recognition of our key risks, we have established the ‘Vodafone
Absolute Rules’. These rules focus on risks that present the greatest
potential for harm for anyone working for or on behalf of Vodafone. The
Absolute Rules are clear and underpinned by a zero tolerance approach
to unsafe behaviours in all of our businesses. The Absolute Rules must
be followed by all Vodafone employees and contractors, as well as our
suppliers’ employees and contractors. In the January 2021 Spirit Beat
survey, 96% of employees agreed that the Absolute Rules are taken
seriously at Vodafone.
Leadership engagement
The importance of senior leadership and commitment to health and
safety remains key to our approach. Our senior leaders are actively
engaged, carrying out regular site tours throughout the year. Despite the
restrictions imposed by COVID-19, our senior leaders have continued to
maintain their visibility and engagement by carrying out tours virtually,
recognising the importance of connecting with teams and critical workers
as they continued to maintain our networks, work in our retail stores and
on customer sites.
Health and safety governance
Health and safety is managed through a global health and safety
framework, which includes the monitoring and assessing of risks, setting
targets, reviewing progress and reporting performance. Our global safety
framework is based on international standards for occupational health
and safety, is aligned to internationally recognised best practice, and
always meets or exceeds local requirements. In addition, some of our
local markets have chosen to undergo independent external certification
to ISO 45001, the international standard for occupational health and
safety; 49% of our business is externally certified to ISO 45001.
Health and safety is a high-risk policy and included within our risk and
compliance governance programme. Due to restrictions introduced as
a consequence of the COVID-19 pandemic, in-country audits have not
been possible again this year. However, we have updated our risk control
matrix to help enhance the effectiveness of the assurance programme,
ensuring a single set of standards and mandatory controls that local
markets self-assess against. This self-assessment process has been
completed with independent oversight and quality review to ensure
consistency and effectiveness.
Employee engagement and consultation in arrangements for health and
safety is a foundation of our approach and all markets have Health and
Safety consultative committees that meet on a regular basis.
Training
We continue to include a health and safety module as part of our mandatory
‘Doing What’s Right’ training. The training module includes a video from our
Chief Human Resources Officer demonstrating senior-level support for the
Vodafone Absolute Rules. Every employee must complete the training
within six weeks of joining and then typically every two years. During
FY22, 90% of assigned employees working for Vodafone completed the
health and safety module. Contractors are required to complete separate
training relevant to their role and position.
Each local market is also responsible for delivering health and safety
training which supports the development of appropriate safety leadership
skills, behaviours and identification of health and safety risks. Additional
training is specific to an individual’s role and aligned to each market’s local
safety legislation.
Key performance indicators
bi-annually to the Board:
– Number of fatalities;
We have a global set of key performance indicators as part of our safety
framework, which are reported monthly to the Executive Committee, and
– Number of employee lost time incidents; and
– Number of top safety risks, including breaches of our Absolute Rules.
After a thorough investigation, we record all fatal incidents related to
our operations where we conclude that our controls were not operating
as effectively as required and may have prevented the incident from
occurring. We also consider circumstances where, if controls could have
reasonably been enhanced, the outcome could have been different. Each
fatality is presented for review at a Fatality Review Board chaired by the
Chief Human Resources Officer and supported by the Global Head of
Health and Safety. The presentation is led by the local market’s CEO.
We also share any lessons learned from each fatality across the relevant
Group functions.
Any injury is one too many and any loss of life related to our operations
is unacceptable. It is therefore with great regret that we record three
fatalities in the year that have been determined to be within Vodafone’s
control. In Vodacom Mozambique a road traffic collision between a Vodacom
subcontractor’s vehicle and a third-party vehicle resulted in the deaths of two
passengers in the third-party vehicle who were members of the public.
In Vodafone Egypt an 18-metre mast collapsed during construction carried
out by a Vodafone subcontractor and resulted in the death of one of the
subcontractors. In each case, a thorough investigation was overseen by
the respective local market CEO, who is responsible for ensuring that
the causes of the incident are widely understood and that any necessary
corrective actions are implemented. These incidents further reinforce our
ongoing focus to reduce the number of road risk and work at height
related incidents, with a focus on Vodafone’s Absolute Rules and
awareness campaigns within our local communities.
We track and investigate incidents relating to our top risks and breaches
of the Vodafone Absolute Rules. During the year, 656 breaches of
Vodafone Absolute Rules and 476 incidents relating to our key risks were
recorded. Each incident is investigated and we seek to identify the root
cause and ensure suitable corrective action is taken where necessary.
An investigation into each incident is conducted at a scale proportionate
to the indicative level of risk.
Lost-time incident (‘LTI’) is the term we use when an employee is injured
while carrying out a work-related task and is consequently unable to
perform regular duties for a complete shift or period of time after the
incident. During the year, 12 LTIs were reported, five of these occurred
whilst working from home, four occurred in Vodafone offices, and two
occurred on work sites. In total these incidents account for 103 lost work
days. In response to the occurrence of injuries whilst working in the home,
we have reinforced the requirements of our safe home working policies
and guidance across all locations.
Key performance indicators
Work-related injuries or ill health
(excluding fatalities)
Employees
Contractors and suppliers
Lost-time incidents (‘LTI’)
Number of lost-time employee incidents1
Lost-time incident rate per 1,000 employees
Total recordable fatalities
Employees
Suppliers’ employees/contractors
Members of the public
2022
2021
12
30
12
0.11
0
1
2
7
24
7
0.06
0
0
1
Note:
1. Lost Time Incident means the loss of one or more work day as a result of injury.
COVID-19
Our response to the COVID-19 pandemic has prioritised the safety and
wellbeing of our people from the outset and has continued throughout
the pandemic as we responded to the emergence of new variants and
the impact of cases varying across our footprint. An agile approach to
the changing situation was coordinated by the COVID-19 Business
Continuity Plan programme management team, in line with World Health
Organization Guidance and industry best practice, chaired by the Chief
Human Resources Officer.
Whilst the global reporting of positive employee cases is no longer a
requirement across all countries, we continue to review incidence rates
with local teams, to identify any locations or functions requiring focus
and ensuring controls are adequate or if they require strengthening.
During the pandemic, we supported employees by ensuring:
– Local plans were in place to ensure all employees had a safe place
to work, whether they are working on site or at home. We supported
employees with access to offices whenever possible, for instance
when it was required to better protect their personal safety. We also
maintained guidance for employees with underlying health conditions,
where we ensured they were able to engage and connect with their
teams productively.
– Access to physical, mental health and wellbeing support.
– Digital learning was available to all employees and their families.
– We continued to support Future Ready Vodafone and return to our
office plans.
– We continued to be flexible with policies as required by local conditions
while exploring other policies that we could adjust/implement.
During the year, our focus has shifted to support Future Ready Vodafone,
ensuring our hybrid working plans are safe and effective, and mental
health and wellbeing is supported. We recognise that there will be a range
of perspectives towards the risks as we shift to the endemic phase and
the need to ensure those at greatest health risk have the support and
protection they need. Going forward, we will continue to listen and adjust
as we embed hybrid working and the Future Ready Vodafone strategy.
Read more about our Future Ready Vodafone strategy
on page 22
We are confident that our flexible approach remains appropriate to ensure
the health, safety and wellbeing of our people and suppliers who work
with us, however we will continue to assess and monitor the risks and
adjust our approach in light of any material changes. We are capturing the
lessons learned from our response to the pandemic phase and building
them into our plans for future pandemic response teams and to maintain
our overall business resilience capability.
Read more about employee wellbeing
on page 22
Mobiles, masts and health
The health and safety of our customers and the wider public has
always been, and continues to be, a priority for us. Our masts fully
comply with national guidelines, which are typically based on, or go
beyond, international guidelines set by the independent scientific body,
the International Commission for Non-Ionizing Radiation Protection
(‘ICNIRP’). There has been scientific research on mobile frequencies
for decades, including those used by 5G. If exposure is within national
guidelines, the scientific consensus is that there is no adverse impact
on health.
We continually monitor and evaluate our mobile networks to make sure
we meet all regulations. In addition, all the products we sell are rigorously
tested to ensure they comply with international safety guidelines.
As well as complying with national regulations, where our markets have
rolled out 5G, we have implemented a ‘Smart PowerLock’ (‘SPL’) feature.
This innovative technology, designed for use with adaptive antennas
used for 5G, ensures that the transmitted radio frequency power of the
antenna is always below a threshold when averaged over a predefined
time window. This guarantees compliance with electromagnetic field
(‘EMF’) regulations under all possible operating conditions for 5G sites.
This is now one of many software features that are routinely activated
when a new 5G site is commissioned. SPL also includes counters, so it is
possible to retrieve them to build evidence of compliance over several
past days/weeks for a given site if needed by regulators. The feature has
been accepted by regulators as effective.
Science monitoring
Scientific reviews have made a vital contribution to establishing industry
guidelines and standards. We follow the results of these independent
expert reviews to understand developments in scientific research related
to mobile devices, base stations and health.
In February 2022, an EU-funded scientific study into the effect of mobile
phone use on children and young people was published. The case study
was conducted between 2010 and 2015 across 14 countries with more
than 2,000 participants aged 10-24 years. The study found no evidence
of a causal association between wireless phone use and brain tumours.
We fund research into mobile devices, base stations and health through
funding bodies such as national governments to ensure that the research
remains independent of industry influence, including our own. We also
respond to requests from bodies conducting research by providing
technical advice and information on the use of mobile devices. This helps
to ensure scientists have access to the best-quality information available.
54
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Strategic report
Governance
Financials
Other information
Responsible business (continued)
COVID-19
In the past year, we have not seen any further instances of damage to
masts and base stations incited by unproven, unsubstantiated theories
alleging links between COVID-19 and 5G. Our markets used a common
strategy to rebut the misinformation and condemn arson attacks on
our base stations. In partnership with other operators, we have provided
clear messages that there is no scientific evidence to link the spread of
COVID-19 to 5G.
Operating model
We have robust governance mechanisms in place and conduct regular
compliance assessments to ensure that our masts and devices meet
the standards set by the Group policy and national regulations. During
the year, the Group EMF leadership team met four times and reported
directly to the Executive Committee and the Board.
We conduct network measurements and calculations of EMF exposure
from the network masts and review the test reports we receive on EMF
testing on devices.
During the year, end-to-end compliance reviews in two of our European
markets demonstrated robust and optimised EMF risk management,
with examples of best practice to share across our footprint. All Vodafone
markets also participated in a compliance self-assessment programme
with assurance provided through our compliance team.
Human rights
We want to make sure that we have a positive impact on people and
society, which includes respecting human rights in all our operations.
We are a long-standing member of the UN Global Compact and follow
the United Nations Guiding Principles on Business and Human Rights,
which guide our approach.
Click to read more about our human rights approach:
vodafone.com/human-rights
Click or scan to watch a video summarising
our human rights approach:
investors.vodafone.com/videos
Our Human Rights Policy Statement details how we do this, and is backed
up by our internal Human Rights Policy which sets out how our people
must ensure we respect human rights, including steps to take through
our other aligned policies, such as those covering child protection,
conflict minerals, health, safety and wellbeing, human resources,
privacy management and law enforcement assistance.
Click to read our Human Rights Policy Statement:
vodafone.com/human-rights-policy-statement
Human rights risks
As a global telecommunications operator, we connect people.
This means that our most significant human rights risks relate to our
customers’ rights to privacy (concerning their data that we safeguard)
and freedom of expression (in terms of their access to information,
through the connections we provide). Local laws and regulations can
mandate that telecommunications operators must provide assistance
to governments, and we must comply with lawful government requests
as part of our operating licences. This might include the disclosure of
customer information, or limiting access to digital networks and services.
However, our internal law enforcement assistance policy guides us on
how to do this in a rights-respecting way. We also publicly advocate for
these powers to conform to international human rights standards both
through our own transparency reporting and our membership of the
Global Network Initiative (‘GNI’).
Click to read more about how we handle law
enforcement demands: vodafone.com/
handling-law-enforcement-demands
The risks to people working in our supply chain are another area of focus
for us. We manage these risks through our supply chain management
programme which assesses our suppliers for indicators such as forced
labour and other risks to human rights, such as health and safety. We
also believe in supporting the responsible sourcing of minerals globally.
Although we do not source minerals ourselves, we follow the best
practice of the OECD Due Diligence Guidance to understand whether
our manufactured products include minerals which have been sourced
from smelters taking a responsible approach to sourcing.
Click to read more about our
Conflict Minerals Reports and Statement:
vodafone.com/responsibleminerals
Our human rights programme also addresses a broader range of
human rights risks, such as those relating to the design and deployment
of artificial intelligence, children’s rights, data ethics and risks we may
become connected with through our broader value chain, such as
enterprise customers or partner markets.
Our approach
We conduct due diligence to help make sure that we respect human
rights. Due diligence comes in various forms and at different moments in
our operations: it may be an independent human rights risk assessment
for a new market entry as we did for Ethiopia during the year, a thematic
impact assessment such the child rights assessment completed in FY21
and actioned this year, or it may be the ongoing assessments we do when
considering new markets.
The nature of our business also means that we often grapple with novel
issues concerning data ethics: for example, this year our Purpose and
Reputation Steering Committee considered the right balance between
our GDPR obligations to safeguard customer information, and our
responsibility to respect our employees’ privacy when working with such
data from home. The committee also approved principles to underpin our
Artificial Intelligence Framework which helps to determine which uses of
artificial intelligence require higher levels of approval within Vodafone.
Click to read more about our Artificial Intelligence
Framework: vodafone.com/ai-framework
We follow up assessments with mitigating actions, such as contractual
commitments to respect human rights in our partner market agreements,
and in our enterprise customer contracts.
Last year we reported that we had conducted a child rights assessment.
This year we have started to implement the recommendations focusing
first on updating our child protection policy for the digital world, to a
broader children’s rights policy.
Anyone who works for us can use Speak Up to raise concerns about
human rights issues. For example, this year we received a query relating to
our use of suppliers and their reputation for responsible business conduct
with respect to their work with customers other than Vodafone. The case
was investigated and discussed by our Purpose and Reputation Steering
Committee, and as a result contractual assurances to respect human
rights were put in place with the supplier.
Governance
The Chief External and Corporate Affairs Officer oversees our human
rights programme and is a member of the Executive Committee. The
senior human rights manager manages our programme, with the support
of a cross-functional internal Human Rights Advisory Group, comprising
senior managers responsible for: privacy, security, responsible sourcing,
and diversity and inclusion, amongst others. We report regularly on our
progress to the Purpose and Reputation Steering Committee, which
assists the Executive Committee in fulfilling duties with regards to our
purpose, reputation management and policy.
54
Vodafone Group Plc
Annual Report 2022
Responsible business (continued)
Strategic report
Governance
Financials
Other information
55
Vodafone Group Plc
Annual Report 2022
Strategic report
Governance
Financials
Other information
COVID-19
The risks to people working in our supply chain are another area of focus
In the past year, we have not seen any further instances of damage to
for us. We manage these risks through our supply chain management
masts and base stations incited by unproven, unsubstantiated theories
programme which assesses our suppliers for indicators such as forced
alleging links between COVID-19 and 5G. Our markets used a common
labour and other risks to human rights, such as health and safety. We
strategy to rebut the misinformation and condemn arson attacks on
also believe in supporting the responsible sourcing of minerals globally.
our base stations. In partnership with other operators, we have provided
Although we do not source minerals ourselves, we follow the best
clear messages that there is no scientific evidence to link the spread of
practice of the OECD Due Diligence Guidance to understand whether
COVID-19 to 5G.
Operating model
We have robust governance mechanisms in place and conduct regular
compliance assessments to ensure that our masts and devices meet
the standards set by the Group policy and national regulations. During
the year, the Group EMF leadership team met four times and reported
directly to the Executive Committee and the Board.
We conduct network measurements and calculations of EMF exposure
from the network masts and review the test reports we receive on EMF
testing on devices.
During the year, end-to-end compliance reviews in two of our European
markets demonstrated robust and optimised EMF risk management,
with examples of best practice to share across our footprint. All Vodafone
markets also participated in a compliance self-assessment programme
with assurance provided through our compliance team.
Human rights
We want to make sure that we have a positive impact on people and
society, which includes respecting human rights in all our operations.
We are a long-standing member of the UN Global Compact and follow
the United Nations Guiding Principles on Business and Human Rights,
which guide our approach.
Click to read more about our human rights approach:
vodafone.com/human-rights
Click or scan to watch a video summarising
our human rights approach:
investors.vodafone.com/videos
Our Human Rights Policy Statement details how we do this, and is backed
up by our internal Human Rights Policy which sets out how our people
must ensure we respect human rights, including steps to take through
our other aligned policies, such as those covering child protection,
conflict minerals, health, safety and wellbeing, human resources,
privacy management and law enforcement assistance.
Click to read our Human Rights Policy Statement:
vodafone.com/human-rights-policy-statement
Human rights risks
As a global telecommunications operator, we connect people.
This means that our most significant human rights risks relate to our
through the connections we provide). Local laws and regulations can
mandate that telecommunications operators must provide assistance
to governments, and we must comply with lawful government requests
as part of our operating licences. This might include the disclosure of
customer information, or limiting access to digital networks and services.
However, our internal law enforcement assistance policy guides us on
how to do this in a rights-respecting way. We also publicly advocate for
these powers to conform to international human rights standards both
through our own transparency reporting and our membership of the
Global Network Initiative (‘GNI’).
Click to read more about how we handle law
enforcement demands: vodafone.com/
handling-law-enforcement-demands
our manufactured products include minerals which have been sourced
from smelters taking a responsible approach to sourcing.
Click to read more about our
Conflict Minerals Reports and Statement:
vodafone.com/responsibleminerals
Our human rights programme also addresses a broader range of
human rights risks, such as those relating to the design and deployment
of artificial intelligence, children’s rights, data ethics and risks we may
become connected with through our broader value chain, such as
enterprise customers or partner markets.
Our approach
We conduct due diligence to help make sure that we respect human
rights. Due diligence comes in various forms and at different moments in
our operations: it may be an independent human rights risk assessment
for a new market entry as we did for Ethiopia during the year, a thematic
impact assessment such the child rights assessment completed in FY21
and actioned this year, or it may be the ongoing assessments we do when
considering new markets.
The nature of our business also means that we often grapple with novel
issues concerning data ethics: for example, this year our Purpose and
Reputation Steering Committee considered the right balance between
our GDPR obligations to safeguard customer information, and our
responsibility to respect our employees’ privacy when working with such
data from home. The committee also approved principles to underpin our
Artificial Intelligence Framework which helps to determine which uses of
artificial intelligence require higher levels of approval within Vodafone.
Click to read more about our Artificial Intelligence
Framework: vodafone.com/ai-framework
We follow up assessments with mitigating actions, such as contractual
commitments to respect human rights in our partner market agreements,
and in our enterprise customer contracts.
Last year we reported that we had conducted a child rights assessment.
This year we have started to implement the recommendations focusing
first on updating our child protection policy for the digital world, to a
broader children’s rights policy.
Anyone who works for us can use Speak Up to raise concerns about
human rights issues. For example, this year we received a query relating to
our use of suppliers and their reputation for responsible business conduct
with respect to their work with customers other than Vodafone. The case
was investigated and discussed by our Purpose and Reputation Steering
Governance
The Chief External and Corporate Affairs Officer oversees our human
rights programme and is a member of the Executive Committee. The
senior human rights manager manages our programme, with the support
of a cross-functional internal Human Rights Advisory Group, comprising
senior managers responsible for: privacy, security, responsible sourcing,
and diversity and inclusion, amongst others. We report regularly on our
progress to the Purpose and Reputation Steering Committee, which
assists the Executive Committee in fulfilling duties with regards to our
purpose, reputation management and policy.
customers’ rights to privacy (concerning their data that we safeguard)
Committee, and as a result contractual assurances to respect human
and freedom of expression (in terms of their access to information,
rights were put in place with the supplier.
Our approach
When new suppliers tender for work, they are asked to demonstrate
policies and procedures that support safe working, diversity in the
workplace and to address carbon reduction, renewable energy, plastic
reduction, circular economy and product life-cycle which account for
up to 20% of the overall evaluation criteria. Commitments made by our
suppliers are assessed against our own purpose strategy with respect
to diversity & inclusion (5%), the environment (5%) and health & safety
(10%) in categories where there is a safety risk. We have included purpose
criteria in all FY22 tenders.
Our requirements are backed up by risk assessments, audits and operational
improvement processes, which are included in suppliers’ contractual
commitments. Some site audits are conducted by the Joint Alliance for
CSR (‘JAC’), formerly known as the Joint Audit Cooperation, an association
of telecommunications operators established to improve ethical, labour
and environmental standards in the technology supply chain, which
Vodafone chairs. This year, 71 site assessments were conducted
(either by Vodafone or through JAC).
This year we have launched an improved supplier qualification process
which uses a risk based assessment to review compliance for any new
suppliers across 13 countries. The roll-out to remaining operations is
subject to consultation with the respective workers’ councils.
We report on our approach to preventing modern slavery and human
trafficking in our business and supply chain in our annual Modern
Slavery Statement.
Click here to read our Modern Slavery Statement:
vodafone.com/modern-slavery-statement
Governance
The Chief Financial Officer oversees our supply chain and is a member
of the Executive Committee and Board. Reporting to the Chief Financial
Officer, the Chief Executive Officer of the VPC is responsible for the
implementation of our Code of Ethical Purchasing. Progress is reported
regularly to the Vodafone Procurement Company Board. Procurement is
a highly centralised function within the business, with the majority of our
external spend managed by VPC. This enables us to maintain a consistent
approach to supplier management and makes it easier to monitor and
improve supplier performance across our markets.
Collaboration
We play our part in developing the global understanding of what
businesses should do to respect human rights. We are a member of
the Global Network Initiative, alongside other initiatives such as the
United Nations B-Tech Project which convenes business, civil society and
government to advance implementation of the UN Guiding Principles in
the tech sector. This year, we were recognised in the Global Child Forum
Benchmark, the State of Children’s Rights and Business 2021, as a leader
and the top scoring company in the Technology and
Telecommunications sector.
Responsible supply chain
We spend approximately €24 billion a year with around 9,000 direct
suppliers around the world to meet our businesses’ and customers’
needs across network infrastructure, IT and services related to fixed
lines, mobile masts and data centres that run our networks.
The majority of our external spend is managed by our Vodafone
Procurement Company (‘VPC’), based in Luxembourg, and our shared
services (‘_VOIS’), based in Ahmedabad, India. Our next largest area of
spend is on the products we sell to our customers, including mobile
phones, tablets, SIM cards, broadband routers, TV set-top boxes and IoT
devices. This centralised approach helps to ensure that we maintain a
consistent approach to supplier management across Vodafone, from on
boarding and vetting a supplier, to raising orders and paying for delivered
goods and services.
Supply chain risks
The main risks in our supply chain relate to three key areas: health and
safety matters related to non-compliant fire safety measures; excessive
working hours compounded by COVID-19 disruption and environmental
matters related to non-compliant chemical storage and lack of carbon
reduction programmes. This year, these three risks made up 77% of all
non-compliances found in our supply chain through our assessments.
Suppliers that do not meet our standards are provided with a corrective
action plan to address any areas for improvement and are required to
submit evidence that this has been completed.
Policy
Every supplier that works for Vodafone is required to comply with
our Code of Ethical Purchasing. These commitments extend down
through the supply chain so that a supplier with which we have a direct
contractual relationship (Tier 1 supplier) in turn is required to ensure
compliance across its own direct supply chain (Tier 2 supplier from
Vodafone’s perspective) and beyond. The Code of Ethical Purchasing is
based on international standards, including the Universal Declaration of
Human Rights and the International Labour Organization’s Fundamental
Conventions on Labour Standards. It stipulates the social, ethical, and
environmental standards that we expect, including areas such as child
and forced labour, health and safety, working hours, discrimination and
disciplinary processes.
Click here to read our Code of Ethical Purchasing:
vodafone.com/code-of-ethical-purchasing
56
Vodafone Group Plc
Annual Report 2022
Strategic report
Governance
Financials
Other information
Responsible business (continued)
Business integrity
We are committed to ensuring that our business
operates ethically, lawfully and with integrity
wherever we operate as this is critical to our
long-term success.
Tax and economic contribution
As a major investor, taxpayer and employer, we make a significant
contribution to the economies of the countries where we operate.
In addition to direct and indirect taxation, our financial contributions
to governments also include other areas such as radio spectrum fees
and spectrum auction proceeds.
Scan or click to watch our Group Head of Tax
summarise our approach to taxation:
investors.vodafone.com/videos
Tax transparency
Our most recent tax report sets out our total contribution to public
finances on a cash-paid basis for both 2019 and 2020. In 2021, we
contributed, directly and indirectly, more than €9.6 billion to public
finances worldwide, compared with €9.4 billion in 2020. The year-on-year
increase was due to higher spectrum payments in 2021. In 2021, we paid
€2.4 billion in direct taxes, including more than €1.1 billion in corporate
income taxes, nearly €1.5 billion via non-taxation based revenue
mechanisms, such as payments for the right to use spectrum, and
collected nearly €5.7 billion of indirect taxes for governments around
the world.
Acting with integrity in the creation and execution of our tax strategy,
policies and practices is absolutely core to our approach to tax, as is our
commitment to transparency. We disclose our financial contributions to
governments at a country level, as we believe this is an important way to
demonstrate that it is possible to achieve an effective balance between
a company’s responsibilities to society as a whole, through the payment
of taxes and other government revenue-raising mechanisms, and its
obligations to its shareholders. The information we share aims to help
our stakeholders understand our approach, policies and principles.
We also share our views on key topics of relevance, including the latest
on the taxation of the digital economy, as well as publishing our OECD
country-by-country disclosure, as submitted to the UK’s tax authority
(HMRC), as well as how our disclosures compare to the B Team tax
principles and the requirements of the Global Reporting Initiative.
Our tax report for 2022 will be published by the end of the year, following
the submission of our tax returns and payment of all applicable taxes.
Click here to read more about our tax and
economic contribution to public finances:
vodafone.com/tax
Anti-bribery and corruption
At Vodafone, we support and foster a culture of zero tolerance towards
bribery or corruption in all our activities.
Our anti-bribery policy
Our policy on this issue is summarised in our Code of Conduct and
states that employees or others working on our behalf must never offer
or accept any kind of bribe. Our anti-bribery policy is consistent with the
UK Bribery Act and the US Foreign Corrupt Practices Act, and provides
guidance about what constitutes a bribe and prohibits giving or receiving
any excessive or improper gifts and hospitality. Any policy breaches can
lead to dismissal or termination of contract.
Click here to read our Code of Conduct:
vodafone.com/code-of-conduct
Facilitation payments are strictly prohibited and our employees are
provided with practical training and guidance on how to respond to
demands for facilitation payments. The only exception is when an
employee’s personal safety is at risk. In such circumstances, when a
payment under duress is made, the incident must be reported as soon
as possible afterwards.
To support our approach, Vodafone is also a member of Transparency
International UK’s Business Integrity Forum.
Governance and risk assessment
Our Chief Executive and Executive Committee oversee our efforts to
prevent bribery. They are supported by local market Chief Executive
Officers, who are responsible for ensuring that our anti-bribery
programme is implemented effectively in their local market. They
in turn are supported by local specialists and by a dedicated Group
team that is solely focused on anti-bribery policy and compliance. The
Risk and Compliance Committee assists the Executive Committee in
fulfilling duties with regards to risk management and policy compliance.
As part of our anti-bribery programme, every Vodafone business must
adhere to minimum global standards, which include:
– Ensuring there is a due diligence process for suppliers and business
partners at the start of the business relationship;
– Completion of the global e-learning training for all employees, as well
as tailored training for higher risk teams; and
– Using Vodafone’s global online gift and hospitality registration platform,
as well as ensuring there is a process for approving local sponsorships
and charitable contributions.
The risks we face evolve constantly but broadly fall into the areas
summarised in the table below, which outlines the principal risk categories
and the mitigation measures adopted.
56
Vodafone Group Plc
Annual Report 2022
Responsible business (continued)
Business integrity
We are committed to ensuring that our business
operates ethically, lawfully and with integrity
wherever we operate as this is critical to our
long-term success.
Tax and economic contribution
As a major investor, taxpayer and employer, we make a significant
contribution to the economies of the countries where we operate.
In addition to direct and indirect taxation, our financial contributions
to governments also include other areas such as radio spectrum fees
and spectrum auction proceeds.
Scan or click to watch our Group Head of Tax
summarise our approach to taxation:
investors.vodafone.com/videos
Tax transparency
Our most recent tax report sets out our total contribution to public
finances on a cash-paid basis for both 2019 and 2020. In 2021, we
contributed, directly and indirectly, more than €9.6 billion to public
finances worldwide, compared with €9.4 billion in 2020. The year-on-year
increase was due to higher spectrum payments in 2021. In 2021, we paid
€2.4 billion in direct taxes, including more than €1.1 billion in corporate
income taxes, nearly €1.5 billion via non-taxation based revenue
mechanisms, such as payments for the right to use spectrum, and
collected nearly €5.7 billion of indirect taxes for governments around
the world.
Acting with integrity in the creation and execution of our tax strategy,
policies and practices is absolutely core to our approach to tax, as is our
commitment to transparency. We disclose our financial contributions to
governments at a country level, as we believe this is an important way to
demonstrate that it is possible to achieve an effective balance between
a company’s responsibilities to society as a whole, through the payment
of taxes and other government revenue-raising mechanisms, and its
obligations to its shareholders. The information we share aims to help
our stakeholders understand our approach, policies and principles.
We also share our views on key topics of relevance, including the latest
on the taxation of the digital economy, as well as publishing our OECD
country-by-country disclosure, as submitted to the UK’s tax authority
(HMRC), as well as how our disclosures compare to the B Team tax
principles and the requirements of the Global Reporting Initiative.
Our tax report for 2022 will be published by the end of the year, following
the submission of our tax returns and payment of all applicable taxes.
Click here to read more about our tax and
economic contribution to public finances:
vodafone.com/tax
At Vodafone, we support and foster a culture of zero tolerance towards
Anti-bribery and corruption
bribery or corruption in all our activities.
Our anti-bribery policy
Our policy on this issue is summarised in our Code of Conduct and
states that employees or others working on our behalf must never offer
or accept any kind of bribe. Our anti-bribery policy is consistent with the
UK Bribery Act and the US Foreign Corrupt Practices Act, and provides
guidance about what constitutes a bribe and prohibits giving or receiving
any excessive or improper gifts and hospitality. Any policy breaches can
lead to dismissal or termination of contract.
Click here to read our Code of Conduct:
vodafone.com/code-of-conduct
Facilitation payments are strictly prohibited and our employees are
provided with practical training and guidance on how to respond to
demands for facilitation payments. The only exception is when an
employee’s personal safety is at risk. In such circumstances, when a
payment under duress is made, the incident must be reported as soon
as possible afterwards.
To support our approach, Vodafone is also a member of Transparency
International UK’s Business Integrity Forum.
Governance and risk assessment
Our Chief Executive and Executive Committee oversee our efforts to
prevent bribery. They are supported by local market Chief Executive
Officers, who are responsible for ensuring that our anti-bribery
programme is implemented effectively in their local market. They
in turn are supported by local specialists and by a dedicated Group
team that is solely focused on anti-bribery policy and compliance. The
Risk and Compliance Committee assists the Executive Committee in
fulfilling duties with regards to risk management and policy compliance.
As part of our anti-bribery programme, every Vodafone business must
adhere to minimum global standards, which include:
– Ensuring there is a due diligence process for suppliers and business
partners at the start of the business relationship;
– Completion of the global e-learning training for all employees, as well
as tailored training for higher risk teams; and
– Using Vodafone’s global online gift and hospitality registration platform,
as well as ensuring there is a process for approving local sponsorships
and charitable contributions.
The risks we face evolve constantly but broadly fall into the areas
summarised in the table below, which outlines the principal risk categories
and the mitigation measures adopted.
Strategic report
Governance
Financials
Other information
57
Vodafone Group Plc
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Strategic report
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Other information
Risk
Response
Operating
in high-risk
markets
Business
acquisition
and
integration
Spectrum
licensing
Building and
upgrading
networks
Working with
third parties
We undertake biennial risk assessments in each of our
local operating companies and at Group, so we can
understand and limit our exposure to risk.
Anti-bribery pre and post acquisition due diligence is
carried out on a target company. Red flags identified
during the due diligence process are reviewed and
assessed. Following acquisition, we implement our
anti-bribery programme.
To reduce the risk of attempted bribery, a specialist
spectrum policy team oversees our participation in
all negotiations and auctions. We provide appropriate
training and guidance for employees who interact with
government officials on spectrum matters.
Our anti-bribery policy makes it clear that we never
offer any form of inducement to secure a permit, lease or
access to a site. We regularly remind all employees and
contractors in network roles of this prohibition, through
tailored training sessions and communications.
Suppliers and other relevant third parties working for or
on behalf of Vodafone, must comply with the principles
set out in our Code of Conduct and Code of Ethical
Purchasing, as well as have programmes in place to ensure
suppliers’ employees and contractors are aware of these
policies. Third-party due diligence is completed at the
start of our business relationship with suppliers, other
third parties and partners. Through their contracts with
us, our suppliers, partners and other third parties make a
commitment to implement and maintain proportionate
and effective anti-bribery compliance measures.
We regularly remind current suppliers of our policy
requirements and complete detailed compliance
assessments across a sample of higher-risk and
higher-value suppliers. Select high-risk third parties are
trained to ensure awareness of our zero-tolerance policy.
Winning and
retaining
business
We provide targeted training for our Vodafone Business
and Partner Markets sales teams. In addition, we also
maintain and monitor a global register of gifts and
hospitality to ensure that inappropriate offers are
not accepted or extended by our employees.
Engaging employees to raise awareness of bribery risk
We run a multi-channel high-profile global communications programme,
‘Doing What’s Right’, to engage with employees and raise awareness and
understanding of the policy. The ‘Doing What’s Right’ programme features
e-learning training, including a specific anti-bribery module. The latest
anti-bribery module, DWR 3.0, was launched in September 2021 and
is a video-based module requiring employees to identify risks they see
playing out in the conversations on screen. Currently approximately 80%
of the employees that were assigned the training have completed it and
the training has received a five star rating from employees. For higher-risk
employees, additional tailored training programmes are used to cover
relevant scenarios for those employees.
Assurance
Implementation of the anti-bribery policy is monitored regularly in
all local markets as part of the annual Group assurance process, which
reviews key anti-bribery controls. Due to the challenging travel conditions
during the year, self-assessments and quality reviews were undertaken
instead of local market visits in Egypt, Lesotho, Vodafone Procurement
Company and Vodafone Roaming Services. We also conducted a
thematic review across the key areas of high-risk sales intermediaries
and representatives, and provided training to high-risk employees in
Czech Republic, Ireland, Portugal and Romania. Further to this, Internal
Audit completed audits of the anti-bribery programme in a number of
local markets in Europe and Africa.
The reviews demonstrate good implementation of the anti-bribery
programme. Some areas for improvement relating to third-party risk
management and training of high-risk employees were identified and
appropriate action plans to improve the control environment were put
in place.
External assurance
KPMG LLP has provided independent limited assurance over selected data within our ESG Addendum, using the assurance standard ISAE (UK) 3000,
and for selected Greenhouse Gas Data, ISAE 3410. KPMG has issued an unqualified opinion over the selected data and their full assurance statement,
along with the reporting criteria, is available on our website at investors.vodafone.com/esgaddendum.
The data subject to KPMG LLP’s assurance is detailed below;
Pillar
Inclusion for All
Planet
Digital Society
Metric
Percentage of women in management and senior leadership roles
Number of M-Pesa customers
4G population coverage
Total Scope 1 emissions
Total Scope 2 emissions (location-based)
Total Scope 2 emissions (market-based)
Total GHG emissions: Scope 1 and Scope 2 (location-based)
Total GHG emissions: Scope 1 and Scope 2 (market-based)
Percentage of total purchased electricity that comes from renewable sources
Scope 3 emissions (air travel)
Total emissions avoided as a consequence of IoT technologies and services
Number of unique users accessing Vodafone’s V-Hub service (cumulative)
Unit
%
million
%
million tonnes CO2e
million tonnes CO2e
million tonnes CO2e
million tonnes CO2e
million tonnes CO2e
%
million tonnes CO2e
million tonnes CO2e
million
2022
32
52.4
81.6
0.28
1.98
0.82
2.26
1.09
77
0.003
15.6
3.6
Page
39
37
37
42
–
42
–
42
42
–
43
44
With the exception of the metrics outlined above, the information contained within the purpose and responsible business sections (pages 34 to 58)
has not been independently verified or assured. All the information included within these pages, including the metrics outlined in the table above,
has been taken from sources which we deem reliable. While all reasonable care has been taken to ensure the accuracy of the data, Vodafone has not
arranged for independent verification of the data with respect to its accuracy or completeness. Our ESG Addendum includes further information with
regard to methodologies for certain metrics.
58
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Strategic report
Governance
Financials
Other information
Non-Financial information
Non-financial information statement
The table below outlines where the key content requirements of the non-financial information statement can be found within this document
(as required by sections 414CA and 414CB of the Companies Act 2006).
Vodafone’s sustainable business reporting also follows other international reporting frameworks, including the Global Reporting Initiative,
the SASB Standards, CDP and GHG Reporting Protocol.
Click to download our ESG Addendum:
investors.vodafone.com/esgaddendum
Click to read our SASB disclosures:
investors.vodafone.com/sasb
Reporting requirement
Environmental matters
Employees
Social and community matters
Human rights
Anti-bribery and corruption
Policy embedding, due diligence and outcomes
Description of principal risks and impact
of business activity
Description of business model
Non-financial key performance indicators
Vodafone policies and approach
Section within Annual Report
Page(s)
Planet performance
Climate change risk
Code of Conduct
Planet
Risk management
Responsible business and
anti-bribery and corruption
Occupational health and safety
Health and safety
Diversity and inclusion
Workplace equality
Driving positive societal
transformation performance
Stakeholder engagement
Mobiles, masts and health
Human rights approach
Inclusion for All
Digital Society
Stakeholder engagement
Mobiles, masts and health
Human rights
Code of Ethical Purchasing
Responsible supply chain
Modern Slavery Statement
Responsible supply chain
Code of Conduct
Anti-bribery policy
Speak Up process
Responsible business
Anti-bribery and corruption
Responsible business
Purpose, sustainability and
responsible business
Risk management
Risk management
Business model
Financial and non-financial performance
Purpose, sustainability and
responsible business
41-44
59-67
47, 56
52-53
38-40
36-40
44-45
14-15
53-54
54-55
55
55
47
56
47
36-57
59-67
53-67
10
4-5
36-57
UK Streamlined Energy and Carbon Reporting (‘SECR’)
In accordance with SECR requirements, this provides a summary of GHG emissions and energy data for Vodafone UK, in comparison with
global performance.
Scope 1 GHG emissions (million tonnes CO2e)
Scope 2 market-based GHG emissions (million tonnes CO2e)
Scope 2 location-based GHG emissions (million tonnes CO2e)
GHG emissions per EUR million of revenue (tonnes of CO2e)
Total energy consumption (GWh)
Group
(excluding
Vodafone UK)
0.26
0.78
1.85
26.77
5,261
Vodafone UK %
proportion of
Group data
4
4
7
–
13
Vodafone UK
0.01
0.03
0.13
7.35
664
58
Vodafone Group Plc
Annual Report 2022
Non-Financial information
Non-financial information statement
The table below outlines where the key content requirements of the non-financial information statement can be found within this document
(as required by sections 414CA and 414CB of the Companies Act 2006).
Vodafone’s sustainable business reporting also follows other international reporting frameworks, including the Global Reporting Initiative,
the SASB Standards, CDP and GHG Reporting Protocol.
Click to download our ESG Addendum:
investors.vodafone.com/esgaddendum
Click to read our SASB disclosures:
investors.vodafone.com/sasb
Vodafone policies and approach
Section within Annual Report
Page(s)
Reporting requirement
Environmental matters
Employees
Social and community matters
Human rights
Anti-bribery and corruption
Policy embedding, due diligence and outcomes
Description of principal risks and impact
of business activity
Description of business model
Non-financial key performance indicators
Planet performance
Climate change risk
Code of Conduct
Driving positive societal
transformation performance
Stakeholder engagement
Mobiles, masts and health
Human rights approach
Code of Conduct
Anti-bribery policy
Speak Up process
Occupational health and safety
Health and safety
Diversity and inclusion
Workplace equality
Code of Ethical Purchasing
Responsible supply chain
Modern Slavery Statement
Responsible supply chain
Planet
Risk management
Responsible business and
anti-bribery and corruption
Inclusion for All
Digital Society
Stakeholder engagement
Mobiles, masts and health
Human rights
Responsible business
Anti-bribery and corruption
Responsible business
Purpose, sustainability and
responsible business
Risk management
Risk management
Business model
Financial and non-financial performance
Purpose, sustainability and
responsible business
41-44
59-67
47, 56
52-53
38-40
36-40
44-45
14-15
53-54
54-55
55
55
47
56
47
36-57
59-67
53-67
10
4-5
36-57
UK Streamlined Energy and Carbon Reporting (‘SECR’)
In accordance with SECR requirements, this provides a summary of GHG emissions and energy data for Vodafone UK, in comparison with
global performance.
Strategic report
Governance
Financials
Other information
59
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Other information
Risk management
Managing uncertainty
in our business
Managing risks and uncertainties is an integral part
of successfully executing our strategic objectives
and delivering our long-term success. Risks are not
static and as the environment changes, so do risks
– some diminish or increase, while new risks appear.
Identifying our risks
The objective of the risk management function is to make risk meaningful
and relevant to the delivery of the Vodafone strategy, acting as an enabler
that helps make informed decisions across both the Group and our
local markets.
We take an end-to-end approach to risk management within Vodafone.
We start by identifying and assessing risks which could affect the local
strategy and operations in all local markets and Group entities. A consolidated
list of these risks is then presented to a selection of Group senior leaders
and executives, alongside the outputs from our external risk scanning
exercise. Applying a Group-wide perspective, these executives evaluate
and determine the top risks warranting further exploration. The proposed
principal risks (pages 60 to 63), emerging risks and risk watchlist (page 64)
are agreed by our Executive Committee (‘ExCo’) before being submitted
to the Audit and Risk Committee and the Board for scrutiny and approval.
Overview of risk governance structure
Managing our risks
We assign each of our risks to a category (strategic, operational or
financial – see next page) and identify the source of the threat (internal
or external). This approach enables a better understanding of how we
should treat the risk and provide the right level of oversight and assurance.
Executive risk owners are accountable for confirming adequate controls
are in place and that the necessary treatment plans are implemented
to bring the risk within an acceptable tolerance level. We continue
to monitor the status of our risk treatment plans across the year
and perform in-depth reviews of our risks which are presented to
the relevant oversight committees.
Read more about the Audit and Risk Committee
on pages 83 to 88
We also develop severe but plausible scenarios for each principal risk,
which provide additional insights into possible threats and enable a
better risk treatment strategy. Scenarios are also used for the purpose
of assessing our viability.
Read more about our viability statement
on page 65
The diagram below shows a simplified, high-level governance structure
for risk management.
Scope 1 GHG emissions (million tonnes CO2e)
Scope 2 market-based GHG emissions (million tonnes CO2e)
Scope 2 location-based GHG emissions (million tonnes CO2e)
GHG emissions per EUR million of revenue (tonnes of CO2e)
Total energy consumption (GWh)
Vodafone UK)
Vodafone UK
Vodafone UK %
proportion of
Group data
Group
(excluding
0.26
0.78
1.85
26.77
5,261
0.01
0.03
0.13
7.35
664
4
4
7
–
13
Vodafone Group
Local markets or
Group entities
Board/Audit and Risk Committee
– Provide oversight for the Vodafone Group
– Discuss, challenge and make a robust assessment of principal and emerging risks
– Ensure appropriate risk culture is embedded throughout the organisation
Risk and Compliance
Committee
– Reviews principal,
watchlist and
emerging risks
– Reviews
effectiveness of
risk management
across the Group
Group risk team
– Responsible for the
application of the global risk
management framework
– Supports the Board/ExCo
by creating programmes to
strengthen our risk culture
Group risk owners
– ExCo risk owners
have responsibility
for management
of the risk assigned
to them
– Senior executive risk
champions identify
and implement
mitigating actions
Assurance
Business assurance
functions
Review and provide
assurance over business
controls for the Group
and local markets
Internal Audit
Supports the Audit
and Risk Committee
in reviewing the
effectiveness of the
global risk management
framework and
management of
individual risks
Local oversight committees
Provide oversight for the local risk management programme
Local market CEOs
Set local objectives, identify priority risks and align tolerance levels with the
Vodafone Group guidance
Local risk owners
Senior managers in local management teams are responsible for local risks and the
local risk programme to manage, measure, monitor and report on the risks
Local risk managers
Contact point for each market/entity on risk, facilitate all activities as defined by the
global risk management framework
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Other information
Risk management (continued)
Risk categorisation and interdependencies
Principal risks
By analysing the correlation between risks, we can identify those that have the potential to
impact or increase other risks and ensure they are weighted appropriately.
Cyber threat
This exercise also informs our scenario analysis, particularly the combined scenario used in the
long-term viability statement.
Read more about our viability statement
on page 65
Description
An external attack, insider threat or supplier
breach could cause service interruption or
confidential data breaches.
Strategic transformation
Strategic
Risks affecting the execution of our strategy:
A Adverse political and policy environment
B
C Disintermediation
D Infrastructure competitiveness
E
F
Portfolio transformation
Adverse market conditions
Financial
Risk related to our financial status, standing and continued growth:
G Adverse changes in macroeconomic conditions
Operational
Risks impacting our operations:
H Cyber threat
I
J
Supply chain disruption
Technology resilience and future readiness
Risk order is based on the category and not risk ranking
Strategic
A
E
C
F
B
D
I
H
O
p
e
r
a
t
i
o
n
a
l
J
G
Financia l
Key:
External
Internal
Bidirectional
Unidirectional
Year-on-year risk ranking movement
Our strategy
Risk ranking
movement
Risk owner
Group Technology Officer
Our strategy
Mitigation activities
We have a risk-based approach to managing
cyber security. We actively identify risks and
threats, design layers of control and implement
controls across all parts of the Group. The
approach balances controls that prevent the
majority of attacks, detect events and respond
quickly to reduce harm.
Scenario
Each year we model a severe but plausible
scenario. These have included attacks on core
infrastructure, a bulk data breach and loss of
major customer facing systems. We perform
regular cyber crisis simulations with senior
management in our markets and Group
functions using a tailored set of scenarios.
Emerging threats
Cyber risk is constantly evolving in line with
technological and geopolitical developments.
We anticipate threats will continue from existing
sources, but also evolve in areas such as 5G, IoT,
vendor software integrity, quantum computing
and the use of AI and machine learning.
Read more about cyber and an
incident that affected Portugal
on pages 49 to 51
Increasing
Decreasing
No change
NEW
New risk
Customer commitments
Enabling strategies
Best connectivity products & services
Simplified & most efficient operator
Leading innovation in digital services
Social contract shaping digital society
Outstanding digital experiences
Leading gigabit networks
60
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Risk management (continued)
Strategic report
Governance
Financials
Other information
61
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Financials
Other information
Risk categorisation and interdependencies
Principal risks
By analysing the correlation between risks, we can identify those that have the potential to
impact or increase other risks and ensure they are weighted appropriately.
Cyber threat
This exercise also informs our scenario analysis, particularly the combined scenario used in the
Supply chain disruption
Description
Disruption in our supply chain could mean that
we are unable to execute our strategic plans,
resulting in increased cost and reduced choice
as well as service quality.
Adverse political and
policy environment
Description
An adverse political and policy environment
could impact our strategy and result
in increased costs, create competitive
disadvantage or have negative impact
on our return on capital employed.
Strategic transformation
Description
Failure to effectively execute the
transformational activities to deliver on
our strategy could result in loss of business
value and/or additional cost.
Risk ranking
movement
NEW
Risk ranking
movement
Risk ranking
movement
Risk owner
Group Technology Officer
Risk owner
Chief Financial Officer
Risk owner
Chief External and
Corporate Affairs Officer/
Chief Financial Officer
Risk owner
Chief Commercial Officer/
Chief Human Resources Officer
Our strategy
Our strategy
Our strategy
Mitigation activities
We actively address issues openly with
policy makers and regulatory authorities to
find mutually acceptable ways forward. As
a last resort we uphold our rights through
legal means.
Scenario
Exposure to additional liabilities and
reputational damage, triggered by
policy maker and/or regulatory authority
interventions, or if tax laws were to adversely
change in the markets in which we operate.
Emerging threats
Regulations are becoming geographically
more diverse and fragmented with increases
in protectionist behaviours, re-emergence
of preference for national champions, tax
increases and heightened demands from
an ESG perspective.
Mitigation activities
We have specialist teams executing our
organisational and digital transformation
activities. We have robust investment and
governance structures in place, such as our
Digital Steering Committee and Global Product
Board, dedicated to steering the transformation
efforts and ensuring we execute at scale. We
have also established our Products Operating
Model to transform our global product
management approach.
Scenario
The inability to achieve the expected benefits
through transformation activities whilst evolving
to a new generation connectivity and digital
services provider for Europe and Africa.
Emerging threats
The increased pace of change in the
organisation means we have to monitor
and maintain the required culture and
skillset to support our transformational
initiatives. Competitors in the new service
categories are digital native, so transforming
our agile delivery capabilities will be critical.
Externally, as customer behaviours and their
preferences change, we might have to adapt
our transformation programmes accordingly.
Mitigation activities
We are closely monitoring the evolution of
the geopolitical environment. This enables
us to respond to emerging challenges
and to comply with regulations, economic
sanctions and trade rulings. We also mitigate
our exposure through having multi-year
contracts with key suppliers, forecasting and
forward ordering our inventory requirements
in anticipation of extended lead-times as
well as continuing to execute our logistics
optimisation strategy.
Scenario
Political decisions or environmental disasters
affecting our ability to use equipment from
specific vendors could cause trade and supply
chain disruptions.
Emerging threats
We are reliant on a number of key suppliers,
capable of providing infrastructure needed
to run our network or products needed to sell
to our customers, who in turn require critical
components such as chipsets, which could be
adversely impacted by global supply disruption
factors. Changes in political landscape, outside
of Vodafone’s control, for example, between
US and China or long-term impacts from
the war in Ukraine may significantly impact
upgrading and maintaining our network or
impact product availability when requested
by our customers. Disruption may lead to an
increase in our costs from areas such as higher
raw material prices, energy and shipping costs.
Year-on-year risk ranking movement
Our strategy
Year-on-year risk ranking movement
Our strategy
Increasing
Decreasing
No change
NEW
New risk
Customer commitments
Enabling strategies
Best connectivity products & services
Simplified & most efficient operator
Leading innovation in digital services
Social contract shaping digital society
Outstanding digital experiences
Leading gigabit networks
Increasing
Decreasing
No change
NEW
New risk
Customer commitments
Enabling strategies
Best connectivity products & services
Simplified & most efficient operator
Leading innovation in digital services
Social contract shaping digital society
Outstanding digital experiences
Leading gigabit networks
long-term viability statement.
Read more about our viability statement
on page 65
Strategic
Risks affecting the execution of our strategy:
A Adverse political and policy environment
B
Strategic transformation
C Disintermediation
D Infrastructure competitiveness
E
F
Portfolio transformation
Adverse market conditions
Financial
Risk related to our financial status, standing and continued growth:
G Adverse changes in macroeconomic conditions
Operational
Risks impacting our operations:
H Cyber threat
Supply chain disruption
I
J
Technology resilience and future readiness
Risk order is based on the category and not risk ranking
Strategic
A
E
C
F
B
D
I
H
O
p
e
r
a
t
i
o
n
a
l
J
G
Financia l
Key:
External
Internal
Bidirectional
Unidirectional
Description
An external attack, insider threat or supplier
breach could cause service interruption or
confidential data breaches.
Risk ranking
movement
Our strategy
Mitigation activities
We have a risk-based approach to managing
cyber security. We actively identify risks and
threats, design layers of control and implement
controls across all parts of the Group. The
approach balances controls that prevent the
majority of attacks, detect events and respond
quickly to reduce harm.
Scenario
Each year we model a severe but plausible
scenario. These have included attacks on core
infrastructure, a bulk data breach and loss of
major customer facing systems. We perform
regular cyber crisis simulations with senior
management in our markets and Group
functions using a tailored set of scenarios.
Emerging threats
Cyber risk is constantly evolving in line with
technological and geopolitical developments.
We anticipate threats will continue from existing
sources, but also evolve in areas such as 5G, IoT,
vendor software integrity, quantum computing
and the use of AI and machine learning.
Read more about cyber and an
incident that affected Portugal
on pages 49 to 51
62
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Other information
Risk management (continued)
Disintermediation
Description
Failure to effectively respond to threats from
emerging technology or disruptive business
models could lead to a loss of customer
relevance, market share and new/existing
revenue streams.
Adverse changes in
macroeconomic conditions
Description
Adverse changes to economic conditions
could result in reduced customer spending,
higher interest rates, adverse inflation, or
foreign exchange rates. Adverse conditions
could also lead to limited debt refinancing
options and/or increase in costs.
Infrastructure competitiveness
Description
Failure to meet customers’ expectations
with best available broadband technology in
our fixed and mobile networks could lead to
loss of revenue.
Risk ranking
movement
Risk ranking
movement
Risk ranking
movement
NEW
Risk owner
Chief Commercial Officer/
CEO Vodafone Business
Risk owner
Chief Financial Officer
Risk owner
Group Technology Officer
Our strategy
Our strategy
Our strategy
Mitigation activities
We continually strive to introduce innovative
propositions and services which enable us
to deepen customer engagement beyond
connectivity. We are focused on simplifying
our product portfolio, building capabilities and
partnering to create value beyond connectivity,
improving our operating model and processes,
and accelerating our digital transformation, in
order to offer the best customer experience.
Scenario
Large technology players invest in products
impacting our customer relationships,
cannibalising existing revenues and limiting
future growth opportunities in digital services
in Vodafone Business.
Emerging threats
Emerging risks span both Consumer and
Business segments. In the Consumer segment,
the growing choice of communication solutions
could threaten our core business, while streaming
services could threaten our TV business. In the
Business segment, large technology players
could attempt to move further along the
telecommunication sector’s value chain.
Mitigation activities
We have a relatively resilient business model.
Our offers are competitive in the markets
in which we operate. We are supporting our
business customers’ efficiencies through our
innovative products. We have a long average
life of debt which minimises refinancing
requirements, and the vast majority of our
interest costs are fixed.
Scenario
A severe contraction in economic activity leads
to lower consumer spending and lower cash
flow generation for the Group and disruption
in global financial markets impacts our ability
to refinance debt obligations as they fall due.
Emerging threats
Because this is an externally driven risk, the
threat environment is continually changing.
External factors such as the war in Ukraine or
a potential sovereign debt crisis could have
future impacts on economic activity across our
markets. The financial markets are currently
experiencing high levels of volatility, and both
sovereign debt and inflation have reached
record levels. These could lead to a significant
change in the availability and cost of capital.
Mitigation activities
Our Tech2025 Strategy incorporates fixed
and mobile network evolution steps to enhance
broadband coverage and network performance.
In collaboration with our strategic suppliers,
we are testing and deploying new technologies
which provide higher connection throughput,
lower latency and increased capacity.
Scenario
Competitors target our customers by
overbuilding our fixed connectivity network
or accelerating their deployment of 5G mobile
connectivity network or data usage growth
accelerates, requiring us to accelerate the
rate of investment or become uncompetitive
through underinvesting
Emerging threats
New and emerging applications require not
just low latency but also low jitter (no variation
in latency). High-end gaming, Augmented
reality/Virtual reality and future Metaverse
applications using holographic displays
and haptic feedback sensors for immersive
experiences may require higher upstream
speeds with low latency and low jitter which
is a challenge today for both fixed and
mobile networks.
Year-on-year risk ranking movement
Our strategy
Increasing
Decreasing
No change
NEW
New risk
Customer commitments
Enabling strategies
Best connectivity products & services
Simplified & most efficient operator
Leading innovation in digital services
Social contract shaping digital society
Outstanding digital experiences
Leading gigabit networks
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Risk management (continued)
Strategic report
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Other information
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Other information
Disintermediation
Description
Failure to effectively respond to threats from
emerging technology or disruptive business
models could lead to a loss of customer
relevance, market share and new/existing
revenue streams.
Adverse changes in
macroeconomic conditions
Description
Adverse changes to economic conditions
could result in reduced customer spending,
higher interest rates, adverse inflation, or
foreign exchange rates. Adverse conditions
could also lead to limited debt refinancing
options and/or increase in costs.
Infrastructure competitiveness
Portfolio transformation
Adverse market conditions
Description
Failure to meet customers’ expectations
with best available broadband technology in
our fixed and mobile networks could lead to
loss of revenue.
Description
Failure to effectively execute on plans to
transform and shape the portfolio could result
in failure to deliver growth in revenue and
improved returns.
Description
Increasing competition could lead to price
wars, reduced margins, loss of market share
and/or damage to market value.
Technology resilience
and future readiness
Description
Network, IT or platform outages and/or
any delays delivering our IT modernisation
programme could lead to dissatisfied
customers and/or impact revenue.
Risk ranking
movement
Risk ranking
movement
Risk ranking
movement
NEW
Risk ranking
movement
NEW
Risk ranking
movement
Risk ranking
movement
NEW
Risk owner
Chief Commercial Officer/
Risk owner
Chief Financial Officer
Risk owner
Group Technology Officer
CEO Vodafone Business
Risk owner
Chief Executive/
Chief Financial Officer
Risk owner
Chief Commercial Officer
Risk owner
Group Technology Officer
Our strategy
Our strategy
Our strategy
Our strategy
Our strategy
Our strategy
Mitigation activities
Mitigation activities
Mitigation activities
We continually strive to introduce innovative
We have a relatively resilient business model.
Our Tech2025 Strategy incorporates fixed
propositions and services which enable us
to deepen customer engagement beyond
connectivity. We are focused on simplifying
Our offers are competitive in the markets
in which we operate. We are supporting our
business customers’ efficiencies through our
our product portfolio, building capabilities and
innovative products. We have a long average
partnering to create value beyond connectivity,
life of debt which minimises refinancing
and mobile network evolution steps to enhance
broadband coverage and network performance.
In collaboration with our strategic suppliers,
we are testing and deploying new technologies
which provide higher connection throughput,
improving our operating model and processes,
requirements, and the vast majority of our
lower latency and increased capacity.
and accelerating our digital transformation, in
interest costs are fixed.
order to offer the best customer experience.
Scenario
Large technology players invest in products
impacting our customer relationships,
cannibalising existing revenues and limiting
Scenario
Scenario
Competitors target our customers by
A severe contraction in economic activity leads
overbuilding our fixed connectivity network
to lower consumer spending and lower cash
flow generation for the Group and disruption
in global financial markets impacts our ability
or accelerating their deployment of 5G mobile
connectivity network or data usage growth
accelerates, requiring us to accelerate the
future growth opportunities in digital services
to refinance debt obligations as they fall due.
rate of investment or become uncompetitive
in Vodafone Business.
Emerging threats
Emerging risks span both Consumer and
Emerging threats
Because this is an externally driven risk, the
threat environment is continually changing.
through underinvesting
Emerging threats
New and emerging applications require not
Business segments. In the Consumer segment,
External factors such as the war in Ukraine or
just low latency but also low jitter (no variation
the growing choice of communication solutions
a potential sovereign debt crisis could have
in latency). High-end gaming, Augmented
could threaten our core business, while streaming
future impacts on economic activity across our
reality/Virtual reality and future Metaverse
services could threaten our TV business. In the
markets. The financial markets are currently
applications using holographic displays
Business segment, large technology players
experiencing high levels of volatility, and both
and haptic feedback sensors for immersive
could attempt to move further along the
telecommunication sector’s value chain.
sovereign debt and inflation have reached
experiences may require higher upstream
record levels. These could lead to a significant
speeds with low latency and low jitter which
change in the availability and cost of capital.
is a challenge today for both fixed and
mobile networks.
Mitigation activities
We monitor and pursue opportunities to
optimise our portfolio to deliver value for our
shareholders and improve returns. We actively
assess opportunities to, i) generate and realise
value from our assets, ii) deliver value accretive
in-market consolidation to deliver sustainable
market structures, iii) streamline and simplify
our portfolio.
Scenario
We are not an active participant of in-market
consolidation in key markets and do not
benefit from the resulting synergies.
Emerging threats
Regulatory approach to in-market
consolidation may not change in the
direction expected, limiting opportunities
for value accretive in-market consolidation.
The cost of financing transactions could also
be impeded by a higher cost of capital with
the current inflationary environment resulting
in increased interest rates.
Mitigation activities
We closely monitor the competitive
environment in all markets and react
accordingly to consumer and business
needs. In many consumer markets, we have
launched ‘second’ brands in order to compete
effectively and efficiently in the value segment.
Additionally, we evolve our offers and tariff
plans and aim to provide a differentiated
customer experience.
Scenario
Aggressive pricing, accelerated customer
losses to aggressive low value players on
mobile and fixed, and disruptive new market
entrants in key European markets result in
greater customer churn and pricing pressures
impacting our financial position.
Emerging threats
While emerging threats often depend
on individual market structures and the
competitive landscape, external factors such as
the war in Ukraine and the pandemic present
common global trends. The global sanctions,
global energy prices, and record high inflation
levels could potentially threaten disposable
income available for connectivity.
Mitigation activities
Recovery targets are set for critical assets
to limit the impact of service outages.
A global policy outlines the controls
required to ensure that technology
services are resilient and in alignment
with these targets. We identify the risks for
the relevant IT programmes to determine
whether they are being effectively mitigated.
Where gaps are identified, recommendations
for mitigation are raised and the programmes
are effectively de-risked.
Scenario
A major outage in a critical data centre could
reduce service to customers, affecting revenue
and reputation.
Emerging threats
Extreme weather events may increase the
likelihood or frequency of technology failure.
Additionally, deliberate attacks on national
critical infrastructure could increase during
war or volatile periods. For IT transformation
the increasing pace of change of customer
needs and the market environment may
have an impact on the scope and timeliness
of the transformation programmes, thereby
increasing the likelihood that they do not
deliver the benefits they set out to achieve.
Year-on-year risk ranking movement
Our strategy
Year-on-year risk ranking movement
Our strategy
Increasing
Decreasing
No change
NEW
New risk
Customer commitments
Enabling strategies
Best connectivity products & services
Simplified & most efficient operator
Leading innovation in digital services
Social contract shaping digital society
Outstanding digital experiences
Leading gigabit networks
Increasing
Decreasing
No change
NEW
New risk
Customer commitments
Enabling strategies
Best connectivity products & services
Simplified & most efficient operator
Leading innovation in digital services
Social contract shaping digital society
Outstanding digital experiences
Leading gigabit networks
64
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Governance
Financials
Other information
Risk management (continued)
Emerging risks
We face a number of uncertainties where an emerging risk may
potentially impact us in the longer term. In some cases, there may be
insufficient information to understand the likelihood, impact or velocity
of the risk. We also might not be able to fully define a mitigation plan
until we have a better understanding of the threat.
We continue to identify new emerging risk trends, using the input from
analysis of the external environment. Furthermore, we have strengthened
the identification process by involving our functional experts and our
global risk community in this emerging risk scanning exercise.
Once the emerging risks are prioritised by the functional experts, scenarios
are created to assist in the analysis of each risk. These emerging risks and
scenarios are provided to the Risk and Compliance Committee and the
Audit and Risk Committee for further scrutiny.
During the year, three additional emerging risks were added to our list:
– Inflation (beyond a three-year period);
– Generation Z as customers; and
– Disintermediation (beyond a three-year period).
Macro factors affecting the risk profile
We continue to closely monitor the ongoing effects on the economy
and operations brought on by the turmoil from the COVID-19 pandemic.
We continue to implement treatment plans throughout our business to
reduce the impact.
Given that the current geopolitical environment is evolving and continues
to develop we continue to consider the consequential impacts for the
Group and its operations. Multiple scenarios have been evaluated to
identify consequential risks and what management actions would
be required.
Read more in the mega trends section
on pages 12 and 13
Strengthening our framework
We continue to enhance and embed the global risk management
framework which aims to mature our process. This improves consistency
across the markets where we operate and provides the appropriate level
of oversight for the different risk types.
Over the course of the year, we have:
– Improved our process for the identification and assessment of
emerging risks (see section above);
– Updated our approach in determining risk tolerance and the process
to manage risks which are outside of our tolerance level;
– Increased the frequency of reporting to our governance committees
using a more agile approach, so that risks can be better monitored
and appropriate treatment actions can be implemented; and
– Continued to align with the TCFD recommendations for
climate-related risks and opportunities.
Key changes to our principal risks:
– The scope of the Strategic transformation principal risk has
been clarified to focus on sub-risks that are more within our control
internally. We have included product innovation and delivery as a
sub-risk, which was previously reported in the Disintermediation
principal risk. The Portfolio transformation element has been
removed and now forms a standalone risk.
– A new risk Supply chain disruption has been introduced. This risk
expands on the geopolitical elements, (previously covered within
Geopolitical risk in supply chain principal risk) and covers a broader
range of supply chain risks.
– Technology failure has been combined with IT transformation in a
new risk Technology resilience and future readiness.
– Global economic disruption has been renamed Adverse changes
in macroeconomic conditions. The risk includes inflation,
interest rates and exchange rates, in addition to liquidity and market
access which were included in previous years.
– A new risk, Infrastructure competitiveness, was included as a
principal risk.
– Legal and regulatory compliance has been removed from
the principal risk list, however, it will still be tracked through our
risk watchlist (see section below).
Watchlist risks
Our watchlist risk process enables us to monitor material risks to
Vodafone Group which fall outside of our top principal risks list.
These include, but are not limited to:
Legal compliance
The legal compliance risk is made up of multiple sub-risks (sanctions and
trade controls, competition law, anti-bribery and anti-money laundering).
Controls are in place to monitor and manage these risks and for
compliance with the relevant regulations and legislation.
Read more about ‘Doing What’s Right’ training
on page 47
Data management and privacy
As data volumes continue to grow and regulatory and customer scrutiny
increases, it is important that we manage our privacy risks effectively.
Read more about privacy
on pages 47 to 49
Electromagnetic field (‘EMF’)
The health and safety of our customers and the wider public has always
been, and continues to be, a priority for us. We know that some people are
concerned about whether there are risks to health from mobile phones
and radio masts. We refer to the current body of scientific evidence so
that the services and products we provide are within prescribed safety
limits and adhere to all relevant standards and national laws.
Read more about EMF
on page 53
Climate change
As part of our commitment to operate ethically and sustainably, we are
dedicated to understanding climate-related risks and opportunities and
embedding responses to these into our business strategy and operations.
Read more about the Task Force on Climate-related
Financial Disclosures (‘TCFD’) on pages 66 to 67
64
Vodafone Group Plc
Annual Report 2022
Risk management (continued)
Strategic report
Governance
Financials
Other information
65
Vodafone Group Plc
Annual Report 2022
Strategic report
Governance
Financials
Other information
Key changes to our principal risks:
– The scope of the Strategic transformation principal risk has
been clarified to focus on sub-risks that are more within our control
internally. We have included product innovation and delivery as a
sub-risk, which was previously reported in the Disintermediation
principal risk. The Portfolio transformation element has been
removed and now forms a standalone risk.
– A new risk Supply chain disruption has been introduced. This risk
expands on the geopolitical elements, (previously covered within
Geopolitical risk in supply chain principal risk) and covers a broader
range of supply chain risks.
– Technology failure has been combined with IT transformation in a
new risk Technology resilience and future readiness.
Emerging risks
We face a number of uncertainties where an emerging risk may
potentially impact us in the longer term. In some cases, there may be
insufficient information to understand the likelihood, impact or velocity
of the risk. We also might not be able to fully define a mitigation plan
until we have a better understanding of the threat.
We continue to identify new emerging risk trends, using the input from
analysis of the external environment. Furthermore, we have strengthened
the identification process by involving our functional experts and our
global risk community in this emerging risk scanning exercise.
Once the emerging risks are prioritised by the functional experts, scenarios
are created to assist in the analysis of each risk. These emerging risks and
scenarios are provided to the Risk and Compliance Committee and the
– Global economic disruption has been renamed Adverse changes
Audit and Risk Committee for further scrutiny.
in macroeconomic conditions. The risk includes inflation,
interest rates and exchange rates, in addition to liquidity and market
access which were included in previous years.
During the year, three additional emerging risks were added to our list:
– Inflation (beyond a three-year period);
– A new risk, Infrastructure competitiveness, was included as a
– Generation Z as customers; and
principal risk.
– Legal and regulatory compliance has been removed from
the principal risk list, however, it will still be tracked through our
risk watchlist (see section below).
Watchlist risks
Our watchlist risk process enables us to monitor material risks to
Vodafone Group which fall outside of our top principal risks list.
These include, but are not limited to:
– Disintermediation (beyond a three-year period).
Macro factors affecting the risk profile
We continue to closely monitor the ongoing effects on the economy
and operations brought on by the turmoil from the COVID-19 pandemic.
We continue to implement treatment plans throughout our business to
reduce the impact.
Given that the current geopolitical environment is evolving and continues
to develop we continue to consider the consequential impacts for the
Group and its operations. Multiple scenarios have been evaluated to
identify consequential risks and what management actions would
Legal compliance
The legal compliance risk is made up of multiple sub-risks (sanctions and
trade controls, competition law, anti-bribery and anti-money laundering).
be required.
Controls are in place to monitor and manage these risks and for
compliance with the relevant regulations and legislation.
Read more in the mega trends section
on pages 12 and 13
Read more about ‘Doing What’s Right’ training
on page 47
Data management and privacy
As data volumes continue to grow and regulatory and customer scrutiny
increases, it is important that we manage our privacy risks effectively.
Read more about privacy
on pages 47 to 49
Electromagnetic field (‘EMF’)
The health and safety of our customers and the wider public has always
been, and continues to be, a priority for us. We know that some people are
concerned about whether there are risks to health from mobile phones
and radio masts. We refer to the current body of scientific evidence so
that the services and products we provide are within prescribed safety
limits and adhere to all relevant standards and national laws.
Read more about EMF
on page 53
Climate change
As part of our commitment to operate ethically and sustainably, we are
dedicated to understanding climate-related risks and opportunities and
embedding responses to these into our business strategy and operations.
Read more about the Task Force on Climate-related
Financial Disclosures (‘TCFD’) on pages 66 to 67
Strengthening our framework
We continue to enhance and embed the global risk management
framework which aims to mature our process. This improves consistency
across the markets where we operate and provides the appropriate level
of oversight for the different risk types.
Over the course of the year, we have:
– Improved our process for the identification and assessment of
emerging risks (see section above);
– Updated our approach in determining risk tolerance and the process
to manage risks which are outside of our tolerance level;
– Increased the frequency of reporting to our governance committees
using a more agile approach, so that risks can be better monitored
and appropriate treatment actions can be implemented; and
– Continued to align with the TCFD recommendations for
climate-related risks and opportunities.
Long-term viability statement
The preparation of the LTVS includes an assessment of the Group’s
long-term prospects in addition to an assessment of the ability to meet
future commitments and liabilities as they fall due over the three-year
review period.
Assessment of viability
The Board has chosen a three-year period to assess Vodafone
Group’s viability, a period in which we believe our principal risks
tend to develop. This time horizon is also in line with the structure of
long-term management incentives and the outputs from the long range
business planning cycle. We continue to conduct financial stress testing
and sensitivity analysis, considering revenues at risk as well as the impact
of our response plan to the crisis.
The assessment of the viability started with the available headroom as
of 31 March 2022 and considered the plans and projections prepared
as part of the forecasting cycle, which include the Group’s cash flows,
planned commitments, required funding and other key financial ratios.
We also assumed that debt refinance will remain available in all plausible
market conditions.
Finally, we estimated impact of severe but plausible scenarios for
all of our principal and emerging risks on the three-year plan and,
in addition, stress tested a combined scenario taking into account the
risk interdependencies as defined on the diagram on page 60, where
the following risks were modelled as materialising in parallel over the
three-year period:
Cyber threat: A cyber-attack exploits vulnerabilities allowing access to
IT and network systems, leading to breach in information and a GDPR
fine. The cyber threat level increased as a result of geopolitical tension.
Supply chain disruption: Disruptions brought on by logistic challenges
and supplier price increases, due to the volatile geopolitical environment
(including the war in Ukraine).
Adverse changes in macroeconomic conditions: A global
economic crisis resulting in reduced telco spending from businesses
and consumers, increased inflation, as well as limited access to financial
markets and availability of liquidity.
Disintermediation: A continued and uninterrupted growth of technology
giants and new entrants could impact our business revenue and overall
financial performance.
Assessment of long-term prospects
The Board undertakes a robust review and challenge of the strategy and
assumptions. Each year the Board conducts a strategy session, reviewing
the internal and external environment as well as significant threats and
opportunities to the sustainable creation of long-term shareholder value
(note that known emerging threats related to each principal risk are
described on pages 60 to 63).
As an input to the strategy discussion, the Board considers the principal
risks (including Cyber threats, Supply chain disruption, Adverse changes
in macroeconomic conditions, and Disintermediation) with the focus
on identifying underlying opportunities and setting the Group’s future
strategy. The output from this session is reflected in the strategic section
of the Annual Report (pages 10 to 13), which provides a view of the
Group’s long-term prospects.
Conclusions
The Board assessed the prospects and viability of the Group in
accordance with provision 31 of the UK Corporate Governance Code,
considering the Group’s strategy and business model, and the principal
risks to the Group’s future performance, solvency, liquidity and reputation.
The assessment takes into account possible mitigating actions available
to management were any risk or combination of risks to materialise.
Cash and cash equivalents available of €7.5bn (page 176) as of
31 March 2022, along with options available to reduce cash outgoings
over the period considered, provide the Group with sufficient positive
headroom in all scenarios tested. Reverse stress testing on revenue and
EBITDA over the review period confirmed that the Group has sufficient
headroom available to face uncertainty. The Board deemed the stress
test conducted to be adequate and therefore confirm that they have a
reasonable expectation that the Group will remain in operation and be
able to meet its liabilities as they fall due up to 31 March 2025.
Assessment of prospects
Outlook, strategy & business model
Outlook of possible long-term scenarios expected in the sector and the Group’s current position to face them
Assessment of the key principal risks that may influence the Group’s long-term prospects
Articulation of the main levers in the Group’s strategy and business model ensuring the sustainability of value creation
Long Range Plan is the three-year forecast approved by the Board on an annual basis, used to calculate cash position and headroom
Assessment of viability
Headroom is calculated using cash, cash equivalents and other available facilities, at year end
Sensitivity analysis
Principal risks
Combined scenario
Sensitivity analysis to assess the level
of decline in performance that the Group
could withstand, were a black swan
event to occur
Severe but plausible scenarios modelled
to quantify the cash impact of an
individual principal risk materialising
over the three-year period
Quantification of the cash impact of
combined scenarios where multiple risks
materialise across one or more markets,
over the three-year period
Viability results from comparing the cash impact of severe but plausible scenarios on the available headroom, considering additional liquidity options
Long-term viability statement
Directors confirm that they have reasonable expectation that the Group will be able to
continue in operation and meet its liabilities as they fall due over the three-year period
66
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Strategic report
Governance
Financials
Other information
Task Force on Climate-related Financial Disclosures
TCFD disclosure
We recognise that climate change poses a
number of physical (i.e. extreme weather events)
and transition-related (i.e. related to moving to a
greener economy) risks and opportunities for our
business. As part of our commitment to operate
ethically and sustainably, we strive to understand
climate-related risks and opportunities and embed
responses to these into our business strategy and
operations. We have been aligning our internal
processes with the recommendations of the
Task Force on Climate-related Financial Disclosures
(‘TCFD’) for the last three years and will continue
to enhance our policies, processes and reporting
with respect to the TCFD recommendations.
Our progress is summarised in this section.
TCFD recommendations
We are fully compliant with eight out of 11 TCFD recommendations for
the year ending 31 March 2022. There are certain recommendations,
listed below, where we are currently only partially compliant:
– Strategy (financial planning): The majority of the identified
material climate-related risks could impact us most significantly in
the medium to long term, whereas our current financial planning cycle
extends out to five years. As a result, we do not currently fully disclose
impacts of climate-related risks and opportunities in the context of
financial planning.
– Metrics and targets (physical risks): We currently disclose metrics
and targets related to the climate-related transition risks as Planet is
one of three purpose pillars. The physical climate-related risks that we
have identified are more likely to materialise over the longer term and
are therefore more difficult to model. As a result, we do not currently
disclose metrics and targets related to physical risks but we continue to
work on improving the quality and quantity of data to address the gaps.
The Chief External and Corporate Affairs Officer, a member of the
Executive Committee, is the sponsor for the Planet agenda as part of our
purpose-led strategy and has overall accountability for climate change
action within the Group. This includes providing updates to the Board on
the progress towards our climate-related goals. The Chief Technology
Officer is responsible for the overall management of the physical risks
to Vodafone due to the nature of our business.
TCFD recommendations
We have considered our ‘comply or explain’ obligation under the UK’s
Financial Conduct Authority Listing Rules and have detailed in the
table below the 11 TCFD recommendations with which we fully or
partially comply with.
Governance
a. Describe the board’s oversight of climate-related risks
and opportunities
b. Describe management’s role in assessing and
managing climate-related risks and opportunities
Strategy
a. Describe the climate-related risks and opportunities
the organisation has identified over the short, medium
and long term
b. Describe the impact of climate-related risks and
opportunities on the organisation’s businesses,
strategy and financial planning
c. Describe the resilience of the organisation’s strategy,
taking into consideration different climate-related
scenarios, including a 2°C or lower scenario
Progress
C
C
Progress
C
PC
C
Risk Management
Progress
a. Describe the organisation’s processes for identifying
and assessing climate-related risks
As industry practices evolve and our internal programme matures we will
address the gaps in our climate-related risk management approach.
b. Describe the organisation’s processes for managing
climate-related risks
TCFD reporting
Similar to last year’s disclosure, we have once again published our
comprehensive TCFD disclosure in a standalone report. This enables us
to provide more detailed information for investors and other interested
stakeholders in a more accessible format.
Click to read our TCFD report:
investors.vodafone.com/tcfd
Governance
Our strategy is approved by the Board which has reviewed Vodafone’s
purpose and Planet commitments to reduce our environmental impact,
such as reaching ‘net zero’ emissions by 2040. The Board’s Audit and Risk
Committee has oversight of our climate-related risks and opportunities.
In addition, the Board established an ESG Committee in 2021 to provide
oversight of the broader ESG strategy.
Read more about the ESG Committee
on pages 89 to 90
c. Describe how processes for identifying, assessing and
managing climate-related risks are integrated into the
organisation’s overall risk management
Metrics and Targets
a. Disclose the metrics used by the organisation to assess
climate-related risks and opportunities in line with its
strategy and risk management process
b. Disclose Scope 1, Scope 2, and, if appropriate, Scope 3
greenhouse gas (GHG) emissions, and the related risks
c. Describe the targets used by the organisation to
manage climate-related risks and opportunities and
performance against targets
Key
C
Compliant with the TCFD recommendations
PC
Partially compliant with the TCFD recommendations
C
C
C
Progress
PC
C
PC
66
Vodafone Group Plc
Annual Report 2022
Strategic report
Governance
Financials
Other information
67
Vodafone Group Plc
Annual Report 2022
Strategic report
Governance
Financials
Other information
Task Force on Climate-related Financial Disclosures
TCFD disclosure
We recognise that climate change poses a
number of physical (i.e. extreme weather events)
and transition-related (i.e. related to moving to a
greener economy) risks and opportunities for our
business. As part of our commitment to operate
ethically and sustainably, we strive to understand
climate-related risks and opportunities and embed
responses to these into our business strategy and
operations. We have been aligning our internal
processes with the recommendations of the
Task Force on Climate-related Financial Disclosures
(‘TCFD’) for the last three years and will continue
to enhance our policies, processes and reporting
with respect to the TCFD recommendations.
Our progress is summarised in this section.
TCFD recommendations
We are fully compliant with eight out of 11 TCFD recommendations for
the year ending 31 March 2022. There are certain recommendations,
listed below, where we are currently only partially compliant:
– Strategy (financial planning): The majority of the identified
material climate-related risks could impact us most significantly in
the medium to long term, whereas our current financial planning cycle
extends out to five years. As a result, we do not currently fully disclose
impacts of climate-related risks and opportunities in the context of
financial planning.
– Metrics and targets (physical risks): We currently disclose metrics
and targets related to the climate-related transition risks as Planet is
one of three purpose pillars. The physical climate-related risks that we
have identified are more likely to materialise over the longer term and
are therefore more difficult to model. As a result, we do not currently
The Chief External and Corporate Affairs Officer, a member of the
Executive Committee, is the sponsor for the Planet agenda as part of our
purpose-led strategy and has overall accountability for climate change
action within the Group. This includes providing updates to the Board on
the progress towards our climate-related goals. The Chief Technology
Officer is responsible for the overall management of the physical risks
to Vodafone due to the nature of our business.
TCFD recommendations
We have considered our ‘comply or explain’ obligation under the UK’s
Financial Conduct Authority Listing Rules and have detailed in the
table below the 11 TCFD recommendations with which we fully or
partially comply with.
Governance
and opportunities
a. Describe the board’s oversight of climate-related risks
Progress
b. Describe management’s role in assessing and
managing climate-related risks and opportunities
Strategy
Progress
a. Describe the climate-related risks and opportunities
the organisation has identified over the short, medium
and long term
b. Describe the impact of climate-related risks and
opportunities on the organisation’s businesses,
strategy and financial planning
c. Describe the resilience of the organisation’s strategy,
taking into consideration different climate-related
scenarios, including a 2°C or lower scenario
Risk Management
Progress
disclose metrics and targets related to physical risks but we continue to
a. Describe the organisation’s processes for identifying
work on improving the quality and quantity of data to address the gaps.
and assessing climate-related risks
As industry practices evolve and our internal programme matures we will
address the gaps in our climate-related risk management approach.
b. Describe the organisation’s processes for managing
climate-related risks
TCFD reporting
Similar to last year’s disclosure, we have once again published our
comprehensive TCFD disclosure in a standalone report. This enables us
to provide more detailed information for investors and other interested
stakeholders in a more accessible format.
Click to read our TCFD report:
investors.vodafone.com/tcfd
Governance
Our strategy is approved by the Board which has reviewed Vodafone’s
purpose and Planet commitments to reduce our environmental impact,
such as reaching ‘net zero’ emissions by 2040. The Board’s Audit and Risk
Committee has oversight of our climate-related risks and opportunities.
In addition, the Board established an ESG Committee in 2021 to provide
oversight of the broader ESG strategy.
Read more about the ESG Committee
on pages 89 to 90
c. Describe how processes for identifying, assessing and
managing climate-related risks are integrated into the
organisation’s overall risk management
Metrics and Targets
Progress
a. Disclose the metrics used by the organisation to assess
climate-related risks and opportunities in line with its
strategy and risk management process
b. Disclose Scope 1, Scope 2, and, if appropriate, Scope 3
greenhouse gas (GHG) emissions, and the related risks
c. Describe the targets used by the organisation to
manage climate-related risks and opportunities and
performance against targets
Key
C
Compliant with the TCFD recommendations
PC
Partially compliant with the TCFD recommendations
PC
C
C
C
C
C
C
C
PC
C
PC
In addition, at the 2020 AGM shareholders approved the current
Remuneration Policy which incorporates our ESG priorities in the
executive long-term incentive plan. For FY22, this measure included a
specific greenhouse gas reduction ambition linked to our 2025 target
of reducing our emissions by 50% from a FY17 baseline.
Read more about the Remuneration Report on
pages 99 to 112
Strategy
This year, we undertook an exercise to refresh the top climate-related
risks and opportunities assessment to ensure we are incorporating
any changing climate trends or science, as well as new risks and
opportunities. The exercise confirmed that the identified risks and
opportunities remain largely unchanged from the previous assessment,
although some require more attention in the short term due to the
macroeconomic environment.
In 2020, we adopted three scenarios in line with the Bank of England’s
reference climate scenarios, as outlined in their consultation document
released in December 2019. We used the outputs of the high-level
impact analysis for all material climate-related risks identified in the
three different scenarios and over different time horizons to better
understand the potential impact on our business.
This year, we built on our previous climate scenario work and considered
our resilience against key climate-related risks and opportunities. We
engaged the relevant stakeholders from across the business to understand
and/or monitor the current processes and policies which enable us to
mitigate or monitor climate-related risks and capture climate-related
opportunities. For each material risk and opportunity, we mapped the
current controls in place and the strength of those controls. Overall,
we have controls in place for all identified key risks and this helps build
resilience against the potential impacts on the business.
Physical risks are assessed and considered throughout the critical
stages of the asset lifecycle. Environmental risks are assessed ahead
of the acquisition of buildings and network equipment. We have teams
and processes dedicated to disaster recovery and business continuity.
In addition, we mitigate the financial impact of physical risks through
insurance and damage response. Our broader Planet strategy, targets
and external communications are designed to manage and mitigate
the potential impacts of transition risks on the Group. We have specialist
teams who monitor and drive progress to maintain and meet expectations
from key stakeholders such as customers, suppliers and broader society.
Similarly, harnessing our current climate and ESG strategy and monitoring
market trends will enable us to also capture opportunities arising from the
low-carbon transition.
Read more about how our products and services help
our customers reduce their emissions on page 43
To continue our TCFD programme, we will conduct a pilot study looking
at our physical climate risk for a number of our key assets to allow for a
better understanding and quantification of our exposure to physical risks.
Risk management
Continued alignment of our climate-related risk management
process with our global risk management framework is a priority
activity. Climate change was discussed and considered during the
principal risk assessment process and it was placed on our risk watchlist.
Read more about our risk management framework
on pages 59 to 60, 64
To ensure a robust assessment of climate-related risks and opportunities
we used the following data sources:
– Climate-change publications and data;
– Guidance from the TCFD on potential risks and opportunities;
– Previous year’s assessments; and
– Key stakeholders’ inputs via a survey.
We evaluated the materiality of the identified risks and opportunities by
assessing their likelihood and impact using our global risk management
framework. This process helped us determine the relative significance of
the climate-related risks in relation to other risks.
Due to the nature of the topic, there are many teams across Vodafone
that are responsible for managing climate-related risks and we have
multiple processes and policies in place to ensure we are managing them
effectively. This year, we mapped the key risk and control owners for the
material climate-related risks and opportunities.
Metrics and targets
We use a wide variety of metrics to measure the current and potential
impacts of climate-related risks. We have been measuring and reporting
on energy and carbon emissions since 2001 and have been responding
to CDP’s climate change questionnaire since 2010. Our main carbon
emissions metrics are also subject to independent limited assurance. In
addition, we have set a number of targets to manage climate-related risks
and reduce our impact on the environment, such as reaching ‘net zero’
emissions across our full value chain by 2040 and purchasing 100%
renewable electricity in all markets by 2025. From July 2021, our
European network is already 100% powered by electricity from
renewable sources.
Click to download our ESG Addendum:
investors.vodafone.com/esgaddendum
We constantly seek to refresh and improve our metrics and key risk
indicators to better measure and manage climate-related risks and
opportunities. We recognise that we need to further mature in this
area as industry practices and good-quality data become available.
Read more about our existing environmental KPIs
on pages 5, 41 to 43
Material climate-related risks and opportunities
Physical risks:
– Damage to infrastructure caused by increasing frequency and severity
of extreme weather events, including wildfires, flooding, and storms
– Damage to infrastructure caused by sea level rise
– Interruption or reduction in the quality of our wireless services due
to increased precipitation
Transition risks:
– Changing consumer preferences impacting our revenues and
market share
– Increasing energy consumption due to increased global temperatures
– Changing cost of carbon impacting costs to meet our net zero target
– Increasing risk of litigation around climate action
– Increase in carbon taxation
– Changes in regulation over infrastructure efficiency
– Increasing scrutiny from investors and failure to meet
environmental targets impacting reputation
– Third-party dependency impacting our ability to meet carbon
targets and improve efficiencies
Opportunities:
– Improvement in market valuation as a result of changing investor
expectations with regard to climate change and our broader
ESG performance
– Improvement in access to capital due to our sustainability performance
– Increasing consumer attractiveness and ability to meet net zero
targets through increased energy efficiency and enablement
qualities of products and services
– Reduced costs through sustainable procurement
68
Vodafone Group Plc
Annual Report 2022
Strategic report
Governance
Financials
Other information
Governance at a glance
Leadership, governance and engagement
Our Board
The Nominations and Governance Committee regularly reviews the Board’s composition
with a view to ensuring 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.
Tenure
3
3
0-3 years 4
0-3 years 4
4-6 years 3
4-6 years 3
Independence
1
2
7
4
7-10 years 3
7-10 years 3
Independent 7
Independent 7
2
Executive
2
Executive
Independent 1
Independent 1
NED Chair
NED Chair
Gender diversity
Senior Board positions
50%
Chair
Senior
Independent
Director
Chief
Executive
Chief Financial
Officer
Male
Male
5
5
Female
Female
5
5
Note:
As at 31 March 2022
Membership and attendance
The table below details the Board and Committee meeting attendance
during the year to 31 March 2022. 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 also held
as required during the year.
Name
Sanjiv Ahuja
Sir Crispin Davis
Margherita
Della Valle
Michel Demare
Dame Clara Furse
Valerie Gooding
Renee James
Deborah Kerr
Amparo Moraleda
David Nish
Nick Read
Jean-François
van Boxmeer
Nominations and
Governance
Committee
–
4/4
Board
1/1
6/71
Audit and Risk
Committee
1/1
–
Remuneration
Committee
–
–
ESG
Committee
–
–
7/7
7/7
7/7
7/7
2/2
1/1
7/7
7/7
7/7
7/7
–
2/2
–
4/4
2/2
–
–
–
–
3/3
–
5/5
–
–
–
1/1
5/5
5/5
–
–
–
5/5
5/5
5/5
2/2
–
–
–
–
–
–
2/2
2/2
–
–
2/2
–
–
–
–
Note:
1. Sir Crispin Davis was unable to attend one scheduled meeting of the Board due to ill health.
Ethnicity
1
13
1
12
2
11
1
11
1
11
1
11
2
10
1
11
1
10
10
Board evaluation
Progress in the year
The 2022 Board evaluation reported
improvements had been achieved in:
– Review of strategy and focus on
strategic priorities;
– Better aligned metrics and reporting; and
– Improved discussion of people and culture.
– Recruit Non-Executive Directors with
telecoms and technology experience.
– Use small Board groups to focus on
particular topics.
– Track progress on project execution with
timelines and milestones.
2013
2014
2015
2016
2017
2018
2019
2020
2021
20221
WhiteWhite
Ethnically diverse
Ethnically diverse
Note:
1. Following an unexpected resignation during the year, it is disappointing that we do not currently
meet the Parker Review target, however this does not fairly reflect our long-standing commitment to
diversity. We continue to take practical and purposeful steps towards enhancing the Board’s diversity.
Skills and expertise of Non-Executive Directors
Actions for coming year
5
4
4
4
Read more
on page 79
2
1
Finance
Emerging
markets
Media
Technology/
Telecom
Political/
Regulatory
Consumer
goods and
services/
Marketing
Scan or click to watch our Chairman, Jean-François
van Boxmeer, share his views on Vodafone:
investors.vodafone.com/videos
Strategic report
Governance
Financials
Other information
69
Vodafone Group Plc
Annual Report 2022
Strategic report
Governance
Financials
Other information
68
Vodafone Group Plc
Annual Report 2022
Governance at a glance
Leadership, governance and engagement
Our Board
Tenure
3
3
0-3 years 4
0-3 years 4
4-6 years 3
4-6 years 3
50%
Ethnicity
1
13
1
12
2
11
The Nominations and Governance Committee regularly reviews the Board’s composition
with a view to ensuring 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.
Independence
Membership and attendance
1
2
4
7
The table below details the Board and Committee meeting attendance
during the year to 31 March 2022. 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 also held
as required during the year.
Nominations and
Governance
Audit and Risk
Remuneration
ESG
Committee
Committee
Committee
Committee
7-10 years 3
7-10 years 3
Independent 7
Independent 7
Executive
Executive
2
2
Independent 1
Independent 1
NED Chair
NED Chair
Gender diversity
Senior Board positions
Chair
Senior
Independent
Director
Chief
Executive
Chief Financial
Officer
Male
Male
5
5
Female
Female
5
5
Note:
As at 31 March 2022
Name
Sanjiv Ahuja
Sir Crispin Davis
Margherita
Della Valle
Michel Demare
Dame Clara Furse
Valerie Gooding
Renee James
Deborah Kerr
Amparo Moraleda
David Nish
Nick Read
Jean-François
van Boxmeer
Note:
Board
1/1
6/71
7/7
7/7
7/7
7/7
2/2
1/1
7/7
7/7
7/7
7/7
–
4/4
2/2
4/4
2/2
–
–
–
–
–
–
3/3
1/1
5/5
1/1
5/5
5/5
–
–
–
–
–
–
–
5/5
5/5
5/5
2/2
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
2/2
2/2
2/2
Actions for coming year
– Recruit Non-Executive Directors with
improvements had been achieved in:
– Review of strategy and focus on
strategic priorities;
– Better aligned metrics and reporting; and
– Improved discussion of people and culture.
telecoms and technology experience.
– Use small Board groups to focus on
particular topics.
– Track progress on project execution with
timelines and milestones.
1
11
1
11
1
11
2
10
1
11
1
10
10
Board evaluation
Progress in the year
The 2022 Board evaluation reported
1. Sir Crispin Davis was unable to attend one scheduled meeting of the Board due to ill health.
2013
2014
2015
2016
2017
2018
2019
2020
2021
20221
WhiteWhite
Ethnically diverse
Ethnically diverse
Note:
1. Following an unexpected resignation during the year, it is disappointing that we do not currently
meet the Parker Review target, however this does not fairly reflect our long-standing commitment to
diversity. We continue to take practical and purposeful steps towards enhancing the Board’s diversity.
Skills and expertise of Non-Executive Directors
5
4
4
4
Read more
on page 79
2
1
Finance
Emerging
markets
Media
Technology/
Telecom
Political/
Regulatory
Consumer
goods and
services/
Marketing
Scan or click to watch our Chairman, Jean-François
van Boxmeer, share his views on Vodafone:
investors.vodafone.com/videos
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, internal processes and controls;
remuneration practices; and environmental, sustainability and governance topics.
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 were
undertaken in cyber threats and information security, privacy and supply
chain resilience. Entity deep-dives included Vodafone Business, Vantage
Towers, Vodafone Germany, Vodafone Egypt and our shared services
centres (_VOIS).
Read more
on pages 83-88
Scan or click to watch the Chair of the
Audit Committee, David Nish, explain his role:
investors.vodafone.com/videos
ESG Committee
The Committee provides oversight of Vodafone’s ESG programme:
Purpose (Inclusion for All; Planet; and Digital Society), 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 this year centred on establishing the governance
arrangements for the Committee, including the Terms of Reference and
standing agenda items to reflect the Committee’s purpose. Key discussion
topics included carbon enablement, Digital4Green, device lifecycle
management and the external ESG context.
Read more
on pages 89-90
Scan or click to watch the Chair of the ESG Committee,
Amparo Moraleda, explain her role:
investors.vodafone.com/videos
Nominations 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. In light of several Board changes in recent years and the
scheduled retirement of a number of Directors in the next several years,
the Committee is currently undertaking a process to find and appoint
directors with telecoms and technology sector experience.
Read more
on pages 80-82
Recent and prospective appointments
Deborah Kerr was appointed to the Board as a Non-Executive Director
on 1 March 2022. Deborah brings a wealth of technology expertise
across a range of sectors and her knowledge and strategic insights on
the technology market provide invaluable experience to the Board as
Vodafone continues its evolution into a new generation connectivity
and digital services provider. MWM Consulting was engaged as search
consultants and an overview of the appointment process is shown below.
STEP
1
STEP
2
STEP
3
STEP
4
A detailed role specification was formulated with strong
experience in the technology sector a key focus following
the departure of a long standing Board member
A list of potential candidates from diverse backgrounds
was produced
Interviews took place with Committee members and the
Chief Executive, Nick Read
The Committee agreed the preferred candidate for
recommendation to the Board
In May, we announced that Stephen Carter, Delphine Ernotte Cunci
and Simon Segars will be joining the Board as Non-Executive Directors
following the Company’s AGM on 26 July 2022, subject to shareholder
approval. Stephen brings a track record of value creation and has
extensive commercial and regulatory experience in the telecoms and
media sectors. Delphine has considerable experience in the telecoms
sector and, more recently, in media and technology. Simon brings
significant experience and insights on technology trends and how these
are reshaping industry landscapes.
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 for 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’.
Fair pay principles:
1. Market competitive
4. Share in our successes
2. Free from discrimination
5. Provide benefits for all
3. Ensure a good standard of living 6. Open and transparent
96%
shareholder support for the current Remuneration Policy
Read more
on pages 91-112
Scan or click to watch the Senior Independent Director
and Chair of the Remuneration Committee explain her
role: investors.vodafone.com/videos
70
Vodafone Group Plc
Annual Report 2022
Strategic report
Governance
Financials
Other information
Chairman’s governance statement
We remain committed to the highest standards
of corporate governance
Strong and robust corporate governance is integral
to supporting our continued strategy execution,
business resilience and contribution to the societies
in which we operate.
In May, we announced that Stephen Carter, Delphine Ernotte Cunci and
Simon Segars will be joining the Board as Non-Executive Directors following
the Company’s AGM on 26 July 2022, subject to shareholder approval. They
are well-respected leaders who bring extensive experience and track records
of value creation across the telecoms, technology and media sectors.
A full induction programme will also be implemented during FY23.
Dear shareholders,
I am pleased to present the Corporate Governance Report for the year
ended 31 March 2022 on behalf of the Board.
The year in review
The restrictions imposed by the COVID-19 pandemic have continued to
impact the societies in which we operate this year and, with the backdrop
of the war in Ukraine, reinforced the immense value of connectivity that
Vodafone provides. We take seriously our commitment to strong and
robust corporate governance to support the creation of long-term
sustainable value for the benefit of all our stakeholders. Although Board
and Committee meetings have taken place both in person and virtually
this year in accordance with the government guidance in place at the
time, we have continued to adapt quickly to the hybrid world to ensure
the highest standards of corporate governance remain embedded
throughout the Company.
I am grateful to my fellow Directors, the executive team, and the people of
Vodafone for their support, flexibility, and strong spirit throughout another
disrupted year.
We are anticipating several scheduled retirements from the Board over
the next two years. We expect to bring on to the Board new Directors with
telecoms or technology sector experience. I look forward to updating you
on our progress in my report next year.
We remain committed to having a Board that is diverse in all respects. We
meet the FTSE Women Leaders Review targets in that at least 40% of the
Board is composed of women and our Senior Independent Director and
our Chief Financial Officer are women. Having had a non-white Director
on the Board for 18 consecutive years until July 2021 when Sanjiv Ahuja
stepped down, it is disappointing that currently we do not meet the
Parker Review target to have at least one Director from a non-white
ethnic minority. We strongly believe that these diversity targets are
not just an end goal, but a continuous journey. Our long-term ambition
is to increase diversity on our Board, in all its forms, to ensure a wider
representation of the society in which we operate.
Read more about our refreshed Board Diversity Policy
on page 81
We have also introduced a new ethnic diversity target that 25% of the global
senior leadership will come from ethnically diverse backgrounds by 2030.
This report provides an insight into the activities of the Board and
Committees over the year and how corporate governance underpins
and supports our business and the decisions we make.
Read more
on pages 39-40
Digital ambitions
As described in the Strategic Report, digital connectivity infrastructure and
technologies continue to revolutionise the way in which our economies
and societies function. The Board remains committed to driving forward
these digital ambitions as part of our strategy to enable the societies we
operate in to remain competitive for the future.
Read more about our digital ambitions
on pages 6, 44-45
Board succession and diversity
This year, the Board, together with the Nominations and Governance
Committee has continued to focus on succession planning. We reported
last year that Renee James would not be seeking re-election as a
Non-Executive Director at the 2021 Annual General Meeting (‘AGM’)
having reached the recommended tenure threshold. Sanjiv Ahuja also
stepped down as a Non-Executive Director with effect from the same date
having decided to pursue other business interests. In September 2021,
Olaf Swantee stepped down as a Non-Executive Director when a potential
conflict of interest arose. Following these Director changes, we have
actively engaged with two search consultancies to ensure the Board
has the necessary skills, knowledge, experience and diversity to deliver
superior performance and enhance the success of the Company.
I am delighted that following a thorough search process Deborah Kerr
joined the Board on 1 March 2022 as a Non-Executive Director. Deborah’s
knowledge and strategic insights on the technology market will be an
excellent addition to the Board and Audit and Risk Committee.
Read more about the appointment process
on page 69
A full induction programme is underway for Deborah, including meetings
with executives leading our businesses and functions. The programme will
run throughout FY23.
Stakeholder engagement
We recognise that Vodafone’s success is dependent on the Board taking
decisions for the benefit of our shareholders and in doing so having regard
to all our stakeholders.
Throughout the year, our Directors have interacted with institutional
shareholders and received updates on the three investor perception
studies completed during the year.
Read more
on pages 14-15
The 2021 AGM was held at Vodafone UK’s headquarters in Newbury,
Berkshire and was also available to watch live via a webcast for those
shareholders who were unable to attend in person due to the COVID-19
government guidance. Shareholders were also able to pre-submit
questions for consideration by the Directors at the meeting.
Click to read more about the AGM:
vodafone.com/agm
This year we have continued with our chosen workforce engagement
approach, with Valerie Gooding serving as our designated Workforce
Engagement Lead. Valerie met with a number of employee consultative
committees across our European and African markets. Key discussion
topics from the meetings this year included Future Ready ways of working,
response to COVID-19 and the progress on Vodafone’s Fair Pay agenda.
The Board is committed to understanding the views of all of Vodafone’s
stakeholders to inform the decisions that we make.
Read more
on pages 14-15
We remain committed to the highest standards
I am grateful to my fellow Directors, the executive team, and the people of
Vodafone for their support, flexibility, and strong spirit throughout another
on page 81
disrupted year.
This report provides an insight into the activities of the Board and
Committees over the year and how corporate governance underpins
and supports our business and the decisions we make.
Read more
on pages 39-40
70
Vodafone Group Plc
Annual Report 2022
Chairman’s governance statement
of corporate governance
Strong and robust corporate governance is integral
to supporting our continued strategy execution,
business resilience and contribution to the societies
in which we operate.
Dear shareholders,
I am pleased to present the Corporate Governance Report for the year
ended 31 March 2022 on behalf of the Board.
The year in review
The restrictions imposed by the COVID-19 pandemic have continued to
impact the societies in which we operate this year and, with the backdrop
of the war in Ukraine, reinforced the immense value of connectivity that
Vodafone provides. We take seriously our commitment to strong and
robust corporate governance to support the creation of long-term
sustainable value for the benefit of all our stakeholders. Although Board
and Committee meetings have taken place both in person and virtually
this year in accordance with the government guidance in place at the
time, we have continued to adapt quickly to the hybrid world to ensure
the highest standards of corporate governance remain embedded
throughout the Company.
Digital ambitions
As described in the Strategic Report, digital connectivity infrastructure and
technologies continue to revolutionise the way in which our economies
and societies function. The Board remains committed to driving forward
these digital ambitions as part of our strategy to enable the societies we
operate in to remain competitive for the future.
Read more about our digital ambitions
on pages 6, 44-45
Board succession and diversity
This year, the Board, together with the Nominations and Governance
Committee has continued to focus on succession planning. We reported
last year that Renee James would not be seeking re-election as a
Non-Executive Director at the 2021 Annual General Meeting (‘AGM’)
having reached the recommended tenure threshold. Sanjiv Ahuja also
stepped down as a Non-Executive Director with effect from the same date
having decided to pursue other business interests. In September 2021,
Olaf Swantee stepped down as a Non-Executive Director when a potential
conflict of interest arose. Following these Director changes, we have
actively engaged with two search consultancies to ensure the Board
has the necessary skills, knowledge, experience and diversity to deliver
superior performance and enhance the success of the Company.
I am delighted that following a thorough search process Deborah Kerr
joined the Board on 1 March 2022 as a Non-Executive Director. Deborah’s
knowledge and strategic insights on the technology market will be an
excellent addition to the Board and Audit and Risk Committee.
Read more about the appointment process
on page 69
A full induction programme is underway for Deborah, including meetings
with executives leading our businesses and functions. The programme will
run throughout FY23.
In May, we announced that Stephen Carter, Delphine Ernotte Cunci and
Simon Segars will be joining the Board as Non-Executive Directors following
the Company’s AGM on 26 July 2022, subject to shareholder approval. They
are well-respected leaders who bring extensive experience and track records
of value creation across the telecoms, technology and media sectors.
A full induction programme will also be implemented during FY23.
We are anticipating several scheduled retirements from the Board over
the next two years. We expect to bring on to the Board new Directors with
telecoms or technology sector experience. I look forward to updating you
on our progress in my report next year.
We remain committed to having a Board that is diverse in all respects. We
meet the FTSE Women Leaders Review targets in that at least 40% of the
Board is composed of women and our Senior Independent Director and
our Chief Financial Officer are women. Having had a non-white Director
on the Board for 18 consecutive years until July 2021 when Sanjiv Ahuja
stepped down, it is disappointing that currently we do not meet the
Parker Review target to have at least one Director from a non-white
ethnic minority. We strongly believe that these diversity targets are
not just an end goal, but a continuous journey. Our long-term ambition
is to increase diversity on our Board, in all its forms, to ensure a wider
representation of the society in which we operate.
Read more about our refreshed Board Diversity Policy
We have also introduced a new ethnic diversity target that 25% of the global
senior leadership will come from ethnically diverse backgrounds by 2030.
Stakeholder engagement
We recognise that Vodafone’s success is dependent on the Board taking
decisions for the benefit of our shareholders and in doing so having regard
to all our stakeholders.
Throughout the year, our Directors have interacted with institutional
shareholders and received updates on the three investor perception
studies completed during the year.
Read more
on pages 14-15
The 2021 AGM was held at Vodafone UK’s headquarters in Newbury,
Berkshire and was also available to watch live via a webcast for those
shareholders who were unable to attend in person due to the COVID-19
government guidance. Shareholders were also able to pre-submit
questions for consideration by the Directors at the meeting.
Click to read more about the AGM:
vodafone.com/agm
This year we have continued with our chosen workforce engagement
approach, with Valerie Gooding serving as our designated Workforce
Engagement Lead. Valerie met with a number of employee consultative
committees across our European and African markets. Key discussion
topics from the meetings this year included Future Ready ways of working,
response to COVID-19 and the progress on Vodafone’s Fair Pay agenda.
The Board is committed to understanding the views of all of Vodafone’s
stakeholders to inform the decisions that we make.
Read more
on pages 14-15
Strategic report
Governance
Financials
Other information
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Strategic report
Governance
Financials
Other information
Purpose and the ‘Spirit of Vodafone’
Our purpose ‘We connect for a better future’ is at the core of our strategy,
enabling inclusive and sustainable digital society. It has guided actions at
every level throughout the year.
Read more
on pages 36-58
The Board understands the importance of culture and setting the tone
of the organisation from the top and embedding it throughout the Group.
We refer to our culture as the ‘Spirit of Vodafone’. It is a key component
for our strategic, organisational and digital transformation. The aim of our
people strategy is to create an environment where growing never stops
and everyone can truly belong, innovate, and fulfil their potential. Our
first quarterly ‘Spirit of Vodafone’ day took place in October 2021 and
was designed to provide dedicated space for personal growth, wellbeing
and connection. Following the success of this initiative, further ‘Spirit of
Vodafone’ days have been scheduled.
Read more about our culture and people strategy
on pages 21-23
The Board receives regular updates on employee engagement and the
‘Spirit of Vodafone’, which enables it to make more informed decisions
where appropriate.
Board evaluation
This year the Board undertook an external evaluation in order to build on
the recommended actions from last year. I am pleased the report shows
that your Board continues to operate effectively.
Read more
on page 79
ESG Committee
In 2021, the Board established an ESG Committee which met twice in the
year. The Committee has noted that Vodafone’s approach to ESG is part
of its growth strategy and a driver of commercial success. The approach
is forward-looking, focused on long-term value and brings together
five elements:
Society, Inclusion and Planet agenda;
2. Vodafone’s social contract work;
3. Responsible business practices which ensure Vodafone operates to the
highest standards of integrity and ethics;
4. Transparency, including providing correct disclosures and reporting on
all aspects of ESG; and
5. Measurement, so that Vodafone’s performance is measured in ways
that meet the information requirements of various stakeholders.
The year ahead
The Board will continue to drive for better returns for shareholders and
will monitor the Company’s progress on the execution of Vodafone’s
strategy. It will keep the Group’s strategy under review, adapting it to
anticipate or respond to opportunities and risks in the markets in which
we operate. Also, through the work of the Board’s Committees, the Board
will develop the Board’s composition, will continue to oversee financial
reporting and the effectiveness of internal controls, will review the
Company’s remuneration policy and will track progress on ESG strategy.
Compliance with the 2018 UK Corporate
Governance Code (the ‘Code’)
In respect of the year ended 31 March 2022 Vodafone Group Plc
was subject to the Code (available from www.frc.org.uk). The Board is
pleased to confirm that Vodafone applied the principles and complied
with all the provisions of the Code throughout the year. Further
information on compliance with the Code can be found as follows:
Board leadership and Company purpose
Read more
Long-term value and sustainability
Culture
Shareholder engagement
Other stakeholder engagement
Conflicts of interest
Role of the Chairman
34-55
65
21-22
47
14-15
70-71
14-15
81
76
Division of responsibilities
Read more
Non-Executive Directors
Independence
73-74
76
68
80
Composition, succession and evaluation
Read more
Appointments and succession planning
Skills, experience and knowledge
Length of service
Evaluation
Diversity
Committee
Integrity of financial statements
Fair, balanced and understandable
Internal controls and risk management
External auditor
Principal and emerging risks
Remuneration
Policies and practices
69
68
73-74
68
73-74
68
79
22
38-39
68
81
Read more
83-84
65
84-85
118
84
117-118
86-87
87
59-67
86
Read more
91-112
91-95
92
101
Alignment with purpose, values and long-term strategy
Independent judgement and discretion
1. Vodafone’s purpose and the actions Vodafone takes to fulfil its Digital
Audit, risk and internal control
Jean-François van Boxmeer
Chairman of the Board
Scan or click to watch our Chairman, Jean-François
van Boxmeer, share his views on Vodafone:
investors.vodafone.com/videos
Disclosure Guidance and Transparency Rules
We comply with the Corporate Governance Statement requirements
pursuant to the FCA’s Disclosure Guidance and Transparency Rules
by virtue of the information included in this “Governance” section
of the Annual Report together with information contained in the
‘Shareholder information’ section on pages 234 to 239.
72
Vodafone Group Plc
Annual Report 2022
Strategic report
Governance
Financials
Other information
Governance
Our Company purpose, values, and culture
Employee engagement
Throughout the year we have used several employee engagement
methods and communication channels between the Board, the Executive
Committee, and our workforce. This enabled meaningful engagement to
continue this year throughout periods of COVID-19 restrictions.
Examples of our workplace interactive sessions include:
Interactive session
Stay Connected: Chief Executive,
Diversity & Inclusion (D&I) Initiatives
Discussion focus: The Chief Executive was joined by the Head of Network
Engineering Spain and the Group’s Head of Culture and Inclusion to hear
about diversity initiatives underway in and outside of Vodafone in the lead
up to International Women’s Day 2022.
Topic
D&I
We Connect: Chief Executive and
Executive Committee
Discussion focus: The Chief Executive was joined by his Executive Committee
colleagues to discuss the Company’s future as a new generation connectivity
and digital services providers.
Our business
We Connect: Together We Can, brand repositioning
Discussion focus: The Chief Executive was joined by the Group Chief
Commercial Operations & Strategy Officer to announce the launch of our new
brand positioning, combining the human spirit with the power of technology
to find out what that really means for society. As the financial year came to a
close, the Chief Executive and the Executive Committee thanked employees for
the their efforts in keeping our customers connected, and in helping us to enable
an inclusive and sustainable digital society.
Brand
Chief Executive and Chief Financial Officer
financial year results
Discussion focus: The Chief Executive was joined by the Chief Financial Officer to
discuss Financial Year Results, with links to the press release as they talk to our
investors. The Chief Executive also thanked employees for their continuous hard
work and support through such an unprecedented year.
Our business
Stay Connected with the Chief Executive
and Chairman
Discussion focus: The Chief Executive was joined by the Chairman of Vodafone.
The session delved into his previous experience, what he has learned about
Vodafone and his views on our strategy.
Our business
Global Pride Webinar
Discussion focus: The Chief Executive, the Chief Human Resources Officer and
the rest of the Executive Committee were joined by our Global LGBT+ Executive
Sponsor and a number of guest speakers as we celebrated Pride with our Global
Pride Webinar. The session covered a range of topics including the decriminalising
of same sex relationships in India, the #holdinghands initiative in the Czech Republic,
being accepted for who you are, active allyship, and advertisements introducing
LGBT+ couples.
D&I
Black History Month
Discussion focus: The Chief Human Resource Officer was joined by external
speakers and our colleagues to celebrate Black History Month, where we
recognised Black history and the achievements of Black people past and present.
Discussion included how employees can take this opportunity to see how they
can get involved in working towards Race, Ethnicity, Culture and Heritage (REACH)
inclusion and creating an anti-racist workplace – learning more and becoming an
ally, or completing our Withstander Training.
D&I
We Connect with the Chief Executive,
the Chief Human Resources Officer and
the Group Strategy Director
Discussion focus: The Chief Executive was joined by the Group Chief HR Officer
and Group Strategy Director to discuss strategy.
Strategy/
transformation
Purpose
At Vodafone, our purpose is to connect for a better future by enabling
inclusive and sustainable digital societies and it is supported by our three
purpose pillars: Inclusion for All, Planet and Digital Society. Our purpose
is championed by our Board, which is collectively responsible for the
oversight and long-term success of the Company. It is aligned with
our culture and strategy, placed at the forefront of our decision-making
and strategy development, and the Board considers how the initiatives
progressed by management throughout the year have advanced our
purpose. Board oversight ensures that continued product development
realises our ambition to connect for a better future.
Read more about our purpose
on pages 36-40
Strategy
The Board monitors the Company’s progress against established strategic
objectives and performance against competitors. Board meetings are
planned with reference to the Company’s strategic priorities and meeting
agendas are constructed to deliver information at appropriate junctures,
and from a broad range of management, to enable the Board to
effectively review and challenge.
Read more on the evolution of our strategy
on pages 16-23
Values and culture
The Board has a critical role in setting the tone of our organisation
and championing the behaviours we expect to see throughout the
Group. The ‘Spirit of Vodafone’ aligns with our purpose and strategy,
which ultimately leads to a more motivated and productive workforce.
The Board has continued to influence and monitor culture throughout
the year and receives regular updates on the Spirit of Vodafone initiatives,
including the Spirit Beat survey and additional pulse surveys. The Chief
Executive, Nick Read also provides regular updates to our people on the
outcomes of the surveys.
The cultural climate in Vodafone is measured through a number of
mechanisms including policy and compliance processes, internal
audit and formal and informal channels for employees to raise
concerns (including our bi-annual people survey and our whistleblowing
programme, Speak Up, which is also available to the contractors and
suppliers working with us). The Board is appraised of any material
whistleblowing incidents.
Alongside these mechanisms, the Board remains committed to
engagement with the workforce and these opportunities continue to
shape how the Board influences and understands culture. The Board
receives regular updates from Valerie Gooding, the designated Workforce
Engagement Lead.
Read more about Speak Up
on page 47
Governance
The Board ensures the highest standard of corporate governance is
maintained by regularly reviewing developments in governance best
practice and ensuring that these are adopted by the Company.
The Board dedicated time during the year to thoroughly consider the
independence and time commitment of all Directors, the arrangements
in place to monitor conflicts of interest, as well as evaluating the
effectiveness of the Board and each of the Directors.
All Directors have access to the advice of the Company Secretary,
who is responsible for advising the Board on all governance matters
and ensuring the Board has access to the necessary policies, processes
and resources required to operate efficiently and effectively.
Read more about our governance structure and roles
and responsibilities on pages 75-76
72
Vodafone Group Plc
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Governance
Strategic report
Governance
Financials
Other information
Our Company purpose, values, and culture
Purpose
Employee engagement
At Vodafone, our purpose is to connect for a better future by enabling
Throughout the year we have used several employee engagement
inclusive and sustainable digital societies and it is supported by our three
methods and communication channels between the Board, the Executive
purpose pillars: Inclusion for All, Planet and Digital Society. Our purpose
Committee, and our workforce. This enabled meaningful engagement to
is championed by our Board, which is collectively responsible for the
continue this year throughout periods of COVID-19 restrictions.
oversight and long-term success of the Company. It is aligned with
our culture and strategy, placed at the forefront of our decision-making
and strategy development, and the Board considers how the initiatives
progressed by management throughout the year have advanced our
purpose. Board oversight ensures that continued product development
realises our ambition to connect for a better future.
Read more about our purpose
on pages 36-40
Strategy
The Board monitors the Company’s progress against established strategic
objectives and performance against competitors. Board meetings are
planned with reference to the Company’s strategic priorities and meeting
agendas are constructed to deliver information at appropriate junctures,
and from a broad range of management, to enable the Board to
effectively review and challenge.
Read more on the evolution of our strategy
on pages 16-23
Values and culture
The Board has a critical role in setting the tone of our organisation
and championing the behaviours we expect to see throughout the
Group. The ‘Spirit of Vodafone’ aligns with our purpose and strategy,
which ultimately leads to a more motivated and productive workforce.
The Board has continued to influence and monitor culture throughout
the year and receives regular updates on the Spirit of Vodafone initiatives,
including the Spirit Beat survey and additional pulse surveys. The Chief
Executive, Nick Read also provides regular updates to our people on the
outcomes of the surveys.
The cultural climate in Vodafone is measured through a number of
mechanisms including policy and compliance processes, internal
audit and formal and informal channels for employees to raise
programme, Speak Up, which is also available to the contractors and
suppliers working with us). The Board is appraised of any material
whistleblowing incidents.
Alongside these mechanisms, the Board remains committed to
engagement with the workforce and these opportunities continue to
shape how the Board influences and understands culture. The Board
receives regular updates from Valerie Gooding, the designated Workforce
Engagement Lead.
Read more about Speak Up
on page 47
Governance
The Board ensures the highest standard of corporate governance is
maintained by regularly reviewing developments in governance best
practice and ensuring that these are adopted by the Company.
The Board dedicated time during the year to thoroughly consider the
independence and time commitment of all Directors, the arrangements
in place to monitor conflicts of interest, as well as evaluating the
effectiveness of the Board and each of the Directors.
All Directors have access to the advice of the Company Secretary,
who is responsible for advising the Board on all governance matters
and ensuring the Board has access to the necessary policies, processes
and resources required to operate efficiently and effectively.
Read more about our governance structure and roles
and responsibilities on pages 75-76
Examples of our workplace interactive sessions include:
Interactive session
Stay Connected: Chief Executive,
Diversity & Inclusion (D&I) Initiatives
Discussion focus: The Chief Executive was joined by the Head of Network
Engineering Spain and the Group’s Head of Culture and Inclusion to hear
about diversity initiatives underway in and outside of Vodafone in the lead
up to International Women’s Day 2022.
We Connect: Chief Executive and
Executive Committee
Topic
D&I
Our business
Discussion focus: The Chief Executive was joined by his Executive Committee
colleagues to discuss the Company’s future as a new generation connectivity
and digital services providers.
We Connect: Together We Can, brand repositioning
Brand
Discussion focus: The Chief Executive was joined by the Group Chief
Commercial Operations & Strategy Officer to announce the launch of our new
brand positioning, combining the human spirit with the power of technology
to find out what that really means for society. As the financial year came to a
close, the Chief Executive and the Executive Committee thanked employees for
the their efforts in keeping our customers connected, and in helping us to enable
an inclusive and sustainable digital society.
Chief Executive and Chief Financial Officer
Our business
financial year results
Discussion focus: The Chief Executive was joined by the Chief Financial Officer to
discuss Financial Year Results, with links to the press release as they talk to our
investors. The Chief Executive also thanked employees for their continuous hard
work and support through such an unprecedented year.
Stay Connected with the Chief Executive
Our business
and Chairman
Discussion focus: The Chief Executive was joined by the Chairman of Vodafone.
The session delved into his previous experience, what he has learned about
Vodafone and his views on our strategy.
D&I
D&I
Discussion focus: The Chief Executive, the Chief Human Resources Officer and
the rest of the Executive Committee were joined by our Global LGBT+ Executive
Sponsor and a number of guest speakers as we celebrated Pride with our Global
Pride Webinar. The session covered a range of topics including the decriminalising
of same sex relationships in India, the #holdinghands initiative in the Czech Republic,
being accepted for who you are, active allyship, and advertisements introducing
LGBT+ couples.
Black History Month
Discussion focus: The Chief Human Resource Officer was joined by external
speakers and our colleagues to celebrate Black History Month, where we
recognised Black history and the achievements of Black people past and present.
Discussion included how employees can take this opportunity to see how they
can get involved in working towards Race, Ethnicity, Culture and Heritage (REACH)
inclusion and creating an anti-racist workplace – learning more and becoming an
ally, or completing our Withstander Training.
We Connect with the Chief Executive,
the Chief Human Resources Officer and
the Group Strategy Director
Strategy/
transformation
Discussion focus: The Chief Executive was joined by the Group Chief HR Officer
and Group Strategy Director to discuss strategy.
concerns (including our bi-annual people survey and our whistleblowing
Global Pride Webinar
Strategic report
Governance
Financials
Other information
73
Vodafone Group Plc
Annual Report 2022
Our Board
Our business is led by our Board of Directors.
Biographical details of the Directors as at
17 May 2022 are provided below.
Click to find full biographical information for the Directors:
vodafone.com/board
External appointments listed are only those required to be disclosed
pursuant to Listing Rule 9.6.
Jean-François van Boxmeer N
Chairman – Independent on appointment
Tenure: 1 year
Skills and experience:
Jean-François brings to the Vodafone Board his extensive international
experience in driving growth through both business-to-business and
business-to-consumer business models and in-depth knowledge of the
countries in which Vodafone operates. Jean-François is highly regarded
as having been one of the longest standing and most successful CEOs
in Europe. He was the Chief Executive of Heineken for 15 years, having
been with the company for 36 years. Jean-François held a number of
senior roles in Africa and Europe before joining Heineken’s Executive
Board in 2001 with worldwide responsibility for supply chain and
technical services, as well as regional responsibility for the operating
businesses in North-West Europe, Central and Eastern Europe and
Sub-Saharan Africa.
External appointments:
– Heineken Holding N.V., non-executive director
Note:
Jean-François is currently non-executive lead at Mondelez International Inc., but will not stand for
re-election as a director at the AGM on 18 May 2022.
Nick Read
Chief Executive – Executive Director
Tenure: 3 years (as Chief Executive)
Skills and experience:
As Chief Executive, Nick combines strong commercial and operational
leadership with a detailed understanding of the telecoms sector and its
opportunities and challenges.
Prior to becoming Chief Executive in October 2018, Nick served as Group
Chief Financial Officer from April 2014, and held a variety of senior roles
including Chief Executive for Africa, Middle East and Asia-Pacific for five
years and Chief Executive of Vodafone UK. Prior to joining Vodafone, he
held senior global finance positions with United Business Media Plc and
Federal Express Worldwide.
External appointments:
– Booking Holdings Inc., non-executive director and member of the
audit committee
Margherita Della Valle
Chief Financial Officer – Executive Director
Tenure: 3 years
Skills and experience:
Margherita brings considerable corporate finance and accounting experience
to the Board. She was Deputy Chief Financial Officer from 2015 to 2018,
Group Financial Controller from 2010 to 2015, Chief Financial Officer
of Vodafone’s European region from 2007 to 2010 and Chief Financial Officer
of Vodafone Italy from 2004 to 2007. Margherita joined Omnitel Pronto Italia
in Italy in 1994 and held various consumer marketing positions in business
analytics and customer base management before moving to finance.
Omnitel was acquired by Vodafone in 2000.
External appointments:
– Reckitt Benckiser Group plc, non-executive director and member of the
audit committee
RNE
Valerie Gooding CBE
Senior Independent Director and Workforce Engagement Lead
Tenure: 8 years
Skills and experience:
Valerie brings a wealth of international business experience obtained at
companies with high levels of customer service including British Airways
and as chief executive of BUPA which, together with her focus on leadership
and talent, is valuable to Board discussions.
Sir Crispin Davis N
Non-Executive Director
Tenure: 7 years
Skills and experience:
Sir Crispin has broad-ranging experience as a business leader within
international content and technology markets from his former roles as
chief executive of RELX Group (formerly Reed Elsevier) and the digital
agency, Aegis Group plc, and group managing director of Guinness PLC
(now Diageo plc). He was knighted in 2004 for services to publishing
and information. He brings a strong commercial perspective to
Board discussions.
Michel Demaré A N R
Non-Executive Director
Tenure: 4 years
Skills and experience:
Michel brings extensive international finance, strategy and M&A
experience to the Board, gained during his 18-year career at Dow
Chemical as CFO – Global Polyolefins & Elastomers Division, as CFO
of Baxter International (Europe), and as CFO and head of global markets
of ABB Group. He was the non-executive chairman of Syngenta until the
company was sold to ChemChina in 2017 and was the vice chairman of
UBS Group AG for 10 years.
External appointments:
– AstraZeneca PLC, non-executive director and chair of the remuneration
committee and member of the nomination and governance
committee and the audit committee
Committee key
A
Audit and Risk Committee
E
ESG Committee
Solid background signifies
Committee Chair
N
Nominations and
Governance Committee
R
Remuneration Committee
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Annual Report 2022
Governance (continued)
Strategic report
Governance
Financials
Other information
RE
Dame Clara Furse DBE
Non-Executive Director
Tenure: 7 years
Skills and experience:
Dame Clara brings to the Board a deep understanding of international
capital markets, regulation, service industries and business transformation
developed from her previous roles as chief executive officer of the
London Stock Exchange Group plc and Credit Lyonnais Rouse Ltd.
Her financial proficiency is highly valued. In 2008 she was appointed
Dame Commander of the Order of the British Empire.
External appointments:
– Assicurazioni Generali S.p.A, non-executive director
Note:
Dame Clara Furse is currently non-executive director and chair of the nominations and remuneration
committees at Amadeus IT Group SA, but will not stand for re-election as a director at the AGM on
23 June 2022.
A
Deborah Kerr
Non-Executive Director
Tenure: <1 year
Skills and experience:
Deborah brings to the Board a wealth of technology expertise having held
senior executive roles and non-executive appointments across a range
of sectors. She was previously Managing Director of Value Creation at
Warburg Pincus, Chief Product and Technology Officer at Sabre, and Chief
Technology Officer for Hewlett-Packard’s Enterprise Services operations.
Deborah has a deep understanding of complex digital transformations.
External appointments:
– NetApp INC, non-executive director and member of the
audit committee
– Chico’s FAS, Inc., non-executive director and member of the human
resources, compensation and benefits committee, the corporate
governance and nominating committee and the environmental,
social and governance committee
A E
Amparo Moraleda
Non-Executive Director
Tenure: 4 years
Skills and experience:
Amparo brings strong international technology experience to the Board
from her previous role as chief executive officer of the international
division of Iberdola and a career spanning 20 years at IBM, where she
held a number of positions across a range of global locations.
External appointments:
– Airbus Group, senior independent director, chair of nominations and
governance committee and remuneration committee and member of
ethics & compliance committee
– CaixaBank, non-executive director and chair of remuneration committee
– A.P. Moller-Maersk, non-executive director and member of the
audit committee, remuneration committee and transformation and
innovation committee
Committee key
A
N
Audit and Risk Committee
Nominations and
Governance Committee
E
R
ESG Committee
Remuneration
Committee
Solid background signifies
Committee Chair
David Nish A
Non-Executive Director
Tenure: 6 years
Skills and experience:
David has wide-ranging operational and strategic experience as a senior
leader and has a strong understanding of financial and capital markets
through his previous directorships which include chief executive officer
and chief financial officer of Standard Life plc and chief financial officer
of Scottish Power plc.
External appointments:
– HSBC Holdings plc, senior independent director, chair of the audit
committee and member of the risk committee and the nomination
and corporate governance committee
Prospective Non-Executive Directors
subject to shareholder approval
Stephen Carter CBE
Skills and experience:
Stephen brings a track record of value creation and has extensive
commercial and regulatory experience in the telecoms and media
sectors. Since becoming CEO of Informa in 2013, the company
has become a global leader in B2B Events and Digital Services and
Academic markets and Digital Services. Prior to Informa, Stephen held
various senior executive positions at Alcatel-Lucent, where he played
a key role in restructuring the business, taking out significant cost,
and investing in next generation mobile network equipment product
development. Stephen’s successful commercial track record is combined
with deep experience of public policy and regulation having served
as the first CEO of Ofcom, where he brought together five different
regulatory authorities. After Ofcom, Stephen served as Chief of
Strategy for the UK’s Prime Minister, and then served as Minister,
Communications, Technology & Broadcasting. Stephen was also a
non-executive director for the Department for Business, Energy and
Industrial Strategy.
External appointments:
– Informa PLC, group chief executive
Note:
Stephen is currently non-executive director and chair of the corporate responsibility committee
and member of the audit and nomination committees at United Utilities but his term on the board
will complete in July 2022.
Delphine Ernotte Cunci
Skills and experience:
Delphine has considerable experience in the telecoms sector and,
more recently, in media and technology. Since 2015, Delphine has
been President of France Télévisions, the French national public
television broadcaster. Prior to that, Delphine spent 26 years at
Orange, where she became Deputy CEO in 2010 and led the
successful turnaround of Orange France.
Simon Segars
Skills and experience:
Simon brings significant experience and insights on technology trends
and how these are reshaping industry landscapes. Simon has recently
stepped down as CEO of ARM, the global leader in the development
of semiconductor technology. He successfully led the business since
2013 and generated significant value for investors during his tenure.
Prior to that, he was an engineer at Standard Telephones and Cables.
External appointments:
– Dolby Laboratories, Inc., non-executive director
74
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Annual Report 2022
Governance (continued)
Dame Clara Furse DBE
RE
Non-Executive Director
Tenure: 7 years
Skills and experience:
Dame Clara brings to the Board a deep understanding of international
capital markets, regulation, service industries and business transformation
developed from her previous roles as chief executive officer of the
London Stock Exchange Group plc and Credit Lyonnais Rouse Ltd.
Her financial proficiency is highly valued. In 2008 she was appointed
Dame Commander of the Order of the British Empire.
External appointments:
– Assicurazioni Generali S.p.A, non-executive director
Dame Clara Furse is currently non-executive director and chair of the nominations and remuneration
committees at Amadeus IT Group SA, but will not stand for re-election as a director at the AGM on
Note:
23 June 2022.
Deborah Kerr
A
Non-Executive Director
Tenure: <1 year
Skills and experience:
Deborah brings to the Board a wealth of technology expertise having held
senior executive roles and non-executive appointments across a range
of sectors. She was previously Managing Director of Value Creation at
Warburg Pincus, Chief Product and Technology Officer at Sabre, and Chief
Technology Officer for Hewlett-Packard’s Enterprise Services operations.
Deborah has a deep understanding of complex digital transformations.
External appointments:
audit committee
– NetApp INC, non-executive director and member of the
– Chico’s FAS, Inc., non-executive director and member of the human
resources, compensation and benefits committee, the corporate
governance and nominating committee and the environmental,
social and governance committee
Amparo Moraleda
A E
Non-Executive Director
Tenure: 4 years
Skills and experience:
Amparo brings strong international technology experience to the Board
from her previous role as chief executive officer of the international
division of Iberdola and a career spanning 20 years at IBM, where she
held a number of positions across a range of global locations.
External appointments:
– Airbus Group, senior independent director, chair of nominations and
governance committee and remuneration committee and member of
ethics & compliance committee
– CaixaBank, non-executive director and chair of remuneration committee
– A.P. Moller-Maersk, non-executive director and member of the
audit committee, remuneration committee and transformation and
innovation committee
Audit and Risk Committee
ESG Committee
E
R
Remuneration
Committee
Committee key
A
N
Nominations and
Governance Committee
Solid background signifies
Committee Chair
David Nish A
Non-Executive Director
Tenure: 6 years
Skills and experience:
of Scottish Power plc.
External appointments:
David has wide-ranging operational and strategic experience as a senior
leader and has a strong understanding of financial and capital markets
through his previous directorships which include chief executive officer
and chief financial officer of Standard Life plc and chief financial officer
– HSBC Holdings plc, senior independent director, chair of the audit
committee and member of the risk committee and the nomination
and corporate governance committee
Prospective Non-Executive Directors
subject to shareholder approval
Stephen Carter CBE
Skills and experience:
Stephen brings a track record of value creation and has extensive
commercial and regulatory experience in the telecoms and media
sectors. Since becoming CEO of Informa in 2013, the company
has become a global leader in B2B Events and Digital Services and
Academic markets and Digital Services. Prior to Informa, Stephen held
various senior executive positions at Alcatel-Lucent, where he played
a key role in restructuring the business, taking out significant cost,
and investing in next generation mobile network equipment product
development. Stephen’s successful commercial track record is combined
with deep experience of public policy and regulation having served
as the first CEO of Ofcom, where he brought together five different
regulatory authorities. After Ofcom, Stephen served as Chief of
Strategy for the UK’s Prime Minister, and then served as Minister,
Communications, Technology & Broadcasting. Stephen was also a
non-executive director for the Department for Business, Energy and
Industrial Strategy.
External appointments:
– Informa PLC, group chief executive
Note:
Stephen is currently non-executive director and chair of the corporate responsibility committee
and member of the audit and nomination committees at United Utilities but his term on the board
will complete in July 2022.
Delphine Ernotte Cunci
Skills and experience:
Delphine has considerable experience in the telecoms sector and,
more recently, in media and technology. Since 2015, Delphine has
been President of France Télévisions, the French national public
television broadcaster. Prior to that, Delphine spent 26 years at
Orange, where she became Deputy CEO in 2010 and led the
successful turnaround of Orange France.
Simon Segars
Skills and experience:
Simon brings significant experience and insights on technology trends
and how these are reshaping industry landscapes. Simon has recently
stepped down as CEO of ARM, the global leader in the development
of semiconductor technology. He successfully led the business since
2013 and generated significant value for investors during his tenure.
Prior to that, he was an engineer at Standard Telephones and Cables.
External appointments:
– Dolby Laboratories, Inc., non-executive director
Strategic report
Governance
Financials
Other information
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Strategic report
Governance
Financials
Other information
Our governance structure
The Board
Responsible for the overall conduct of the Group’s business including our long-term success; setting our purpose; monitoring culture,
values, standards and strategic objectives; reviewing our performance; and maintaining positive dialogue with our stakeholders.
Audit and Risk Committee
Reviews the adequacy of the
Group’s system of internal
control, including the risk
management framework and
related compliance activities.
Monitors the integrity of financial
statements, reviews significant
financial reporting judgements,
advises the Board on fair,
balanced and understandable
reporting and the long-term
viability statement.
Nominations and
Governance Committee
Evaluates Board composition
and ensures Board diversity
and a balance of skills.
Reviews Board and Executive
Committee succession plans
to maintain continuity of
skilled resource.
Oversees matters relating to
corporate governance.
Remuneration Committee
Sets, reviews and recommends
the policy on remuneration of
the Chairman, executives and
senior management team.
Monitors the implementation
of the Remuneration Policy.
Oversees general pay practices
across the Group.
ESG Committee
Oversees the ESG programme,
purpose (Inclusion for All,
Planet and Digital Society)
and the social contract.
Monitors progress against
key performance indicators
and external ESG index results.
Oversees progress on ESG
commitments and targets.
Chief Executive
Chief Financial Officer
Executive Committee
Focuses on strategy implementation, financial and competitive
performance, commercial and technological developments,
succession planning and organisational development.
Disclosure Committee
Oversees the accuracy and timeliness of Group disclosures
and approves controls and procedures in relation to the
public disclosure of financial information.
Global Products Board
Supports the Executive Committee by providing
visibility of global product strategy and life-cycle
and identifies capital allocation opportunities
Purpose and Reputation
Steering Committee
Assists the Executive Committee with the effective
coordination of purpose activities and advises on
reputational risks and policy matters.
Risk and Compliance Committee
Assists the Executive Committee in fulfilling
its accountabilities with regard to
risk management and policy compliance.
Full details of the Committees’ responsibilities are provided within the respective Committee reports
starting on pages 80, 83, 89 and 91
The Board
The Board is comprised of the Chairman, Senior Independent Director,
Non-Executive Directors, the Chief Executive, and the Chief Financial
Officer. Our Non-Executive Directors bring independent judgement, and
wide and varied commercial and financial experience to the Board and
Committees. A summary of each role can be found on the page 76.
Board meetings are structured to allow open discussions. At each meeting
the Directors are made aware of the key discussions and decisions of the
principal Committees by the respective Committee Chairs. Minutes of Board
and Committee meetings are circulated to all Directors after each meeting.
Read more about the Board’s activities during the year
on pages 77-78
The Board is collectively responsible for ensuring leadership through
effective oversight and review. It sets the strategic direction with the goal
of delivering sustainable stakeholder value over the longer term and has
oversight of cultural and ethics programmes.
The Board also oversees the implementation of risk assessment systems
and processes to identify, manage and mitigate Vodafone’s principal risks.
It is also responsible for matters relating to finance, audit and internal
control, reputation, listed company management, corporate governance,
remuneration and effective succession planning, much of which is
overseen through its principal Committees.
The Executive Committee
The Executive Committee is comprised of Nick Read, Chief Executive,
Margherita Della Valle, Chief Financial Officer, a number of senior
executives responsible for global commercial operations, human
resources, technology, external affairs and legal, as well as the
Chief Executive Officers of our largest operating companies in
Germany, the UK, Italy, Spain, Europe Cluster and Vodacom Group.
Led by the Chief Executive, the Executive Committee and other management
committees are responsible for making day-to-day management and
operational decisions, including implementing strategic objectives and
empowering competitive business performance in line with established
risk management frameworks, compliance policies, internal control
systems and reporting requirements.
The Committee members have a broad range of experience, skills, and
expertise. Some members also hold external non-executive directorships,
giving them valuable board experience.
Click to read more about the Executive Committee:
vodafone.com/exco
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Other information
Governance (continued)
Division of responsibilities
Chairman
Jean-François van Boxmeer
– Leads the Board, sets each meeting agenda and ensures the Board
receives accurate, timely and clear information in order to monitor,
challenge, guide and take sound decisions;
– Promotes a culture of open debate between Executive and Non-
Executive Directors and holds meetings with the Non-Executive
Directors, without the Executive Directors present;
Chief Executive
Nick Read
– Provides leadership of the Company, including representing the
Company to customers, suppliers, governments, shareholders, financial
institutions, employees, the media, the community and the public and
enhances the Group’s reputation;
– Leads the Executive Directors and senior management team in running
the Group’s business, including chairing the Executive Committee;
– Regularly meets with the Chief Executive and other senior
– Develops and implements Group objectives and strategy having regard
management to stay informed;
to shareholders and other stakeholders;
– Ensures effective communication with shareholders and
– Recommends remuneration, terms of employment and succession
other stakeholders;
planning for the senior executive team;
– Promotes high standards of corporate governance and
– Manages the Group’s risk profile and ensures appropriate internal
controls are in place;
– Ensures compliance with legal, regulatory, corporate governance,
social, ethical and environmental requirements and best practice; and
– Ensures there are effective processes for engaging with, communicating
with, and listening to, employees and others working for the Company.
Chief Financial Officer
Margherita Della Valle
– Supports the Chief Executive in developing and implementing the
Group strategy;
– Leads the global finance function and develops key finance talent;
– Ensures effective financial reporting, processes and controls are
in place;
– Recommends the annual budget and long-term strategic and
financial plan;
– Oversees Vodafone’s relationships with the investment community;
– Oversees shared services organisation (_VOIS); and
– Leads on supply chain management, including the Vodafone
Procurement Company.
Click to read more about the Board’s role and
responsibilities, matters reserved and the terms
of reference for each Board Committee:
vodafone.com/board
Read more about our Board Committees, together
with details of their activities on pages 80-112
ensures Directors understand the views of the Company’s
shareholders and other key stakeholders, and the section 172
Companies Act 2006 duties;
– Promotes and safeguards the interests and reputation of the
Company; and
– Represents the Company to customers, suppliers, governments,
shareholders, financial institutions, the media, the community and
the public.
Senior Independent Director and Workforce
Engagement Lead
Valerie Gooding, CBE
– Provides a sounding board for the Chairman and acts as a trusted
intermediary for the Directors as required;
– Meets with the Non-Executive Directors (without the Chairman present)
when necessary and at least once a year to appraise the Chairman’s
performance and communicates the results to the Chairman;
– Together with the Nominations and Governance Committee, leads
an orderly succession process for the Chairman; and
– Engages with the workforce in key regions where we operate,
answers direct questions from workforce-elected representatives,
and provides the Board with feedback on the content and outcome
of those discussions.
Non-Executive Directors
– Monitor and challenge the performance of management;
– Assist in development, approval and review of strategy;
– Review Group financial information and provide advice
to management;
– Engage with stakeholders and provide insight as to their views,
including in relation to workforce and the culture of Vodafone; and
– As part of the Nominations and Governance Committee,
review the succession plans for the Board and key members
of senior management.
Company Secretary
Rosemary Martin
– Ensures the necessary information flows between the Board,
Committees and between senior management and Non-Executive
Directors in a timely manner;
– Supports the Chairman in ensuring the Board functions efficiently and
effectively, and assists the Chairman with organising Director induction
and training programmes;
– Provides advice and keeps the Board updated on all corporate
governance developments; and
– Is a member of the Executive Committee.
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Governance (continued)
Division of responsibilities
Chairman
Jean-François van Boxmeer
Chief Executive
Nick Read
– Leads the Board, sets each meeting agenda and ensures the Board
– Provides leadership of the Company, including representing the
receives accurate, timely and clear information in order to monitor,
Company to customers, suppliers, governments, shareholders, financial
challenge, guide and take sound decisions;
institutions, employees, the media, the community and the public and
– Promotes a culture of open debate between Executive and Non-
enhances the Group’s reputation;
Executive Directors and holds meetings with the Non-Executive
– Leads the Executive Directors and senior management team in running
Directors, without the Executive Directors present;
the Group’s business, including chairing the Executive Committee;
– Regularly meets with the Chief Executive and other senior
– Develops and implements Group objectives and strategy having regard
management to stay informed;
to shareholders and other stakeholders;
– Ensures effective communication with shareholders and
– Recommends remuneration, terms of employment and succession
other stakeholders;
planning for the senior executive team;
– Promotes high standards of corporate governance and
– Manages the Group’s risk profile and ensures appropriate internal
controls are in place;
– Ensures compliance with legal, regulatory, corporate governance,
social, ethical and environmental requirements and best practice; and
– Ensures there are effective processes for engaging with, communicating
with, and listening to, employees and others working for the Company.
Chief Financial Officer
Margherita Della Valle
– Supports the Chief Executive in developing and implementing the
– Leads the global finance function and develops key finance talent;
– Ensures effective financial reporting, processes and controls are
– Recommends the annual budget and long-term strategic and
Group strategy;
in place;
financial plan;
– Oversees Vodafone’s relationships with the investment community;
– Oversees shared services organisation (_VOIS); and
– Leads on supply chain management, including the Vodafone
Procurement Company.
Click to read more about the Board’s role and
responsibilities, matters reserved and the terms
of reference for each Board Committee:
vodafone.com/board
Read more about our Board Committees, together
with details of their activities on pages 80-112
ensures Directors understand the views of the Company’s
shareholders and other key stakeholders, and the section 172
Companies Act 2006 duties;
– Promotes and safeguards the interests and reputation of the
– Represents the Company to customers, suppliers, governments,
shareholders, financial institutions, the media, the community and
Company; and
the public.
Senior Independent Director and Workforce
Engagement Lead
Valerie Gooding, CBE
– Provides a sounding board for the Chairman and acts as a trusted
intermediary for the Directors as required;
– Meets with the Non-Executive Directors (without the Chairman present)
when necessary and at least once a year to appraise the Chairman’s
performance and communicates the results to the Chairman;
– Together with the Nominations and Governance Committee, leads
an orderly succession process for the Chairman; and
– Engages with the workforce in key regions where we operate,
answers direct questions from workforce-elected representatives,
and provides the Board with feedback on the content and outcome
of those discussions.
Non-Executive Directors
– Monitor and challenge the performance of management;
– Assist in development, approval and review of strategy;
– Review Group financial information and provide advice
to management;
– Engage with stakeholders and provide insight as to their views,
including in relation to workforce and the culture of Vodafone; and
– As part of the Nominations and Governance Committee,
review the succession plans for the Board and key members
of senior management.
Company Secretary
Rosemary Martin
– Ensures the necessary information flows between the Board,
Committees and between senior management and Non-Executive
Directors in a timely manner;
– Supports the Chairman in ensuring the Board functions efficiently and
effectively, and assists the Chairman with organising Director induction
and training programmes;
– Provides advice and keeps the Board updated on all corporate
governance developments; and
– Is a member of the Executive Committee.
Strategic report
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Financials
Other information
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Other information
Board activities and principal decisions
Financial performance
The Board received regular updates on the financial performance of the
Group, market trends, strategic KPIs and taxation.
US bonds
As part of the Board’s oversight of the long-term funding requirements
of the Group, annual updates are provided on activity related to our two
bond programmes: the US shelf programme listed on NASDAQ and the
Euro Medium Term Note programme listed in both London and Dublin,
to ensure cost efficient and dependable financial resources are available
to the business.
Mandatory convertible bonds
In January 2022, the Board approved the commencement of a new
irrevocable and non-discretionary buyback programme following
maturity of the second tranche on 12 March 2022.
Investor relations
The Board received quarterly updates on market share information
and updates on the results of three investor perception studies.
Annual roadshow feedback was also provided during the year.
Read more about how the Board engaged with investors
during the year on page 15
Dividend
In its deliberations on the dividend, the Board considered the key
stakeholders and the decision to approve the dividend was supported
by a robust assessment of the position, performance and viability of the
business carried out by management. The Board was mindful that the
Directors had continued to adopt the going concern basis in preparing the
annual report and accounts and was also cognisant of available reserves
to support the dividend.
On 16 November 2021, we announced a dividend of 4.50 eurocents per
share and have recommended a dividend of 4.50 eurocents per share to
be paid on 5 August 2022. This was consistent with dividends declared
during FY21 and the expectations of our shareholders.
Board activities and discussion during the year were
structured to develop the Group’s strategy and to
enable the Board to support executive management
on the delivery of the strategy within a transparent
governance framework. The key topics discussed are
set out below.
Read more about Vodafone’s key stakeholders and how the
Board has engaged with them during the year on pages 14-15
Strategy and business developments
Strategy continued to be a key focus throughout the year. In addition to
the usual Board meeting cadence, the Board attended a strategy away day.
A key focus for the away day was to consider the competitive landscape
and agree the strategic priorities for the next 12 months.
Strategic plan
Following completion of the first phase of the strategic plan, the Board
considered how the next phase would be executed and potential new
areas for high growth and shareholder return.
Enabling a digital society
The Board continued to focus on supporting digital connectivity,
infrastructure and technologies in Europe and Africa and regular
updates were received on the progress made.
Digital and innovation
Digital technology remained a key focus this year following the launch of
the new technology operating model on 1 April 2021. The Board received
updates on the strategy for, and pace of, change within the business as we
digitalise our processes and promote a digital culture.
During the year the Board received presentations on the Company’s IT
transformation programmes that are designed to make the delivery of
technology for use in the Company faster and more efficient.
Innovation in future growth initiatives
Throughout the year the Board discussed several future growth initiatives
including the IoT connectivity strategy, the new VodaPay super-app
launch by Vodacom and future digital marketing initiatives.
Connected by Vodafone South Africa platform
At its September 2021 meeting, the Board considered the Connected by
Vodafone platform which seeks to ensure seamless connectivity and to
provide customers with ‘always connected’ experiences. A vision for the
platform was presented alongside proposed technology developments.
Business Plan and financial performance
Business Plan
At each Board meeting Nick Read provided an update on the execution
of the Company’s business plan. A half-year progress report on execution
of the plan was considered by the Board at its November 2021 meeting.
The Board agreed that the Business Plan remained in alignment with the
Company’s purpose, vision and values.
Portfolio
At each Board meeting Nick Read informed the Board about progress
on the strategy to optimise the Group’s portfolio of assets and provided
updates on merger and acquisitions activity.
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Governance (continued)
Strategic report
Governance
Financials
Other information
The war in Ukraine
The Board received updates from Nick Read and the Chief External and
Corporate Affairs Officer on the war in Ukraine and the support provided
by the Company and by Vodafone Foundation to those people and
organisations impacted.
Read more about the support provided
on page 36
Other
The Board has also spent time this year considering the following matters:
– Health and safety;
– Regulatory landscape; and
– Climate and sustainability.
Looking forward
The Board’s focus for next year is expected to include:
– Continuing focus on execution of our strategy and delivery of growth;
– Overseeing the transformation of the Group into a new generation
connectivity and digital services provider;
– Monitoring risks and ensuring they are managed effectively; and
– Keeping under review the Company’s execution of its purpose strategy
and monitoring the Group’s culture.
Our people
Spirit, inclusion and diversity
The Board was kept updated on the success of the ‘Spirit of Vodafone’
programme. It was important for the Board to capture the sentiment of
our employees and measure the success of the programme.
Read more
on page 21
The Board received updates on the work being done to embed inclusion
to support the expansion of key diversity areas and endorsed the
programmes in place.
Read more about inclusion
on page 36
The Board reviews the Board Diversity Policy on an annual basis and
following input from the Nominations and Governance Committee,
the Board approved the addition of ‘race and ethnicity’ to the Policy
in November 2021.
Read more
on page 40
The Board considered the results of the
employee surveys. Read more on page 21
Talent and succession
The Board received an update on talent and succession within the Group
at its November 2021 meeting.
Modern slavery
The Board monitors our compliance with the requirements of the
UK Modern Slavery Act 2015 and approved our Modern Slavery
Statement in May 2022.
Customers
The Board regularly received updates on the goal to drive systematic
improvement to the customer experience. Understanding our customer
response to our revised commercial offerings, which vary across markets,
is crucial. The Board regularly considered the Net Promoter Scores
focused on the drivers of satisfaction for consumers and business
customers, performance against KPIs and the overall success of
strategic initiatives.
Information in relation to the evolving needs of consumers and business
customers is regularly provided to the Board by the Executive Committee
members and senior managers. The Board also considered how COVID-19
had accelerated the shift to digital interactions with customers.
Risk
The Board reviewed the principal risks and their impact on strategy and
commercial initiatives. An update on the operation of our internal risk and
compliance processes was also provided.
Read more about our system of internal controls and
risk management on page 86
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Governance (continued)
Strategic report
Governance
Financials
Other information
79
Vodafone Group Plc
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Strategic report
Governance
Financials
Other information
Our people
Spirit, inclusion and diversity
The Board was kept updated on the success of the ‘Spirit of Vodafone’
programme. It was important for the Board to capture the sentiment of
our employees and measure the success of the programme.
The war in Ukraine
The Board received updates from Nick Read and the Chief External and
Corporate Affairs Officer on the war in Ukraine and the support provided
by the Company and by Vodafone Foundation to those people and
organisations impacted.
Read more about the support provided
on page 36
The Board received updates on the work being done to embed inclusion
to support the expansion of key diversity areas and endorsed the
Other
The Board has also spent time this year considering the following matters:
Read more
on page 21
programmes in place.
Read more about inclusion
on page 36
– Health and safety;
– Regulatory landscape; and
– Climate and sustainability.
Looking forward
The Board’s focus for next year is expected to include:
– Continuing focus on execution of our strategy and delivery of growth;
– Overseeing the transformation of the Group into a new generation
connectivity and digital services provider;
– Monitoring risks and ensuring they are managed effectively; and
– Keeping under review the Company’s execution of its purpose strategy
and monitoring the Group’s culture.
The Board reviews the Board Diversity Policy on an annual basis and
following input from the Nominations and Governance Committee,
the Board approved the addition of ‘race and ethnicity’ to the Policy
in November 2021.
Read more
on page 40
The Board considered the results of the
employee surveys. Read more on page 21
The Board received an update on talent and succession within the Group
Talent and succession
at its November 2021 meeting.
Modern slavery
Statement in May 2022.
Customers
The Board monitors our compliance with the requirements of the
UK Modern Slavery Act 2015 and approved our Modern Slavery
The Board regularly received updates on the goal to drive systematic
improvement to the customer experience. Understanding our customer
response to our revised commercial offerings, which vary across markets,
is crucial. The Board regularly considered the Net Promoter Scores
focused on the drivers of satisfaction for consumers and business
customers, performance against KPIs and the overall success of
strategic initiatives.
Information in relation to the evolving needs of consumers and business
customers is regularly provided to the Board by the Executive Committee
members and senior managers. The Board also considered how COVID-19
had accelerated the shift to digital interactions with customers.
Risk
The Board reviewed the principal risks and their impact on strategy and
commercial initiatives. An update on the operation of our internal risk and
compliance processes was also provided.
Read more about our system of internal controls and
risk management on page 86
Board effectiveness and improving
our performance
The Board recognises that it needs to continually
monitor and improve its performance. Our annual
performance evaluation provides the opportunity for
the Board and its Committees to consider and reflect
on the effectiveness of its activities, the quality of
its decision-making, and the collective contribution
made by each Board member.
More and different forms
of engagement between
Directors, with and without
the Executive Directors.
Progress against actions identified following
the 2021 external evaluation
Action
Progress made
The Board was able to meet
in person during the year in
Germany and the UK. The
Chairman held some sessions
with the Non-Executive Directors
alone. A number of meetings
were held that were not formal
Board meetings.
Refreshing the Board’s composition
and reviewing the mix of skills and
experience on the Board in light of
the next phase of the strategy.
Since the end of FY22, the
Company has announced
the appointment of three
new Non-Executive Directors.
Continue to ensure Board agendas
concentrate on the specifics of
organic improvement and growth
and their underlying drivers.
The Board agendas cover both
inorganic opportunities for growth
and organic improvement and
growth initiatives.
Understanding closely
the organisation’s capacity,
capabilities and cultural change
and monitoring progress on
new proposition developments,
ESG and culture change.
During the year the Board
considered these matters. An
ESG Committee was established
in November 2021.
Process undertaken for our Board evaluation
The 2022 Board evaluation was externally facilitated by Raymond Dinkin
of Consilium Limited (‘Consilium’), an independent board review firm. Both
Raymond Dinkin and Consilium are considered fully independent as they
do not have a relationship with the Board or any Director.
Following previous recommendations made by Consilium in 2021, the
Board requested that an assessment be made this year as to whether
previous recommendations had been implemented effectively and to
consider further recommendations to support the Board’s continued
development and effectiveness. The evaluation focused on strategic
stewardship and Board composition to gain further insight on participation
and how the Board was working as a whole.
In order to gather and distil feedback, members of senior management
and all Directors completed a tailored questionnaire and were interviewed
by Raymond Dinkin in early 2022. To support the evaluation of the
effectiveness of the Board as a whole, its Committees and individual
Directors’ contributions to discussions and decision-making, Raymond
Dinkin observed several Board and Committee meetings and reviewed
the meeting documentation.
Consilium collated the input received from individual Director
meetings and the questionnaire to create a report which provided
an independent assessment of the effectiveness of the Board. The
findings and recommendations were considered by the Board and
Board Committees at the March and May 2022 meetings.
Summary of findings
The conclusions of this year’s review have been positive and confirmed
that the Board remains effective.
Areas identified to enhance the Board’s effectiveness for FY23 include:
– Refresh the composition of the Board to bring on more Directors
with technology and/or telecommunications sector experience;
– Devote more time to strategy sessions to enhance free-flowing
discussions and allow for additional topics to be discussed
where required;
– Topics requiring additional deep dives could be bolstered by using
smaller groups of the Board with specific expertise in the matter; and
– More effective use of management tools to enable the Board to
engage with and join-up numerous initiatives.
Details of the next Board evaluation and progress made on the above
actions will be reported in the FY23 Governance Report.
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Governance
Financials
Other information
Governance (continued)
Nominations and Governance Committee
The Nominations and Governance Committee
(‘the Committee’) continues to ensure that
the Board has an appropriate balance of skills,
knowledge, experience and diversity so that
it is effective in discharging its responsibilities
and in having oversight of all matters relating
to corporate governance.
Chairman
Jean-François van Boxmeer
Members
Sir Crispin Davis
Valerie Gooding
Michel Demaré (appointed as a member on 22 November 2021)
Renee James (stepped down from the Board on 27 July 2021)
Key responsibilities
– Assessing the composition, structure and size of the Board and its
Committees and making recommendations on appointments to
the Board;
– Succession planning for the Board and Executive Committee;
– Overseeing the performance evaluation of the Board, its Committees
and individual Directors; and
– Monitoring developments in all matters relating to corporate
governance, bringing any issues to the attention of the Board.
The Committee is comprised solely of independent Non-Executive
Directors. The Committee had four scheduled meetings during the
year which were fully attended by all members.
Click to read the Committee’s terms of reference:
vodafone.com/board-committees
Letter from Committee Chairman
On behalf of the Board, I am pleased to present the Nominations and
Governance Committee Report for the year ended 31 March 2022. This
year, the Committee has spent time focusing on changes to the Board’s
composition. The Committee’s current priority is the search for new
Non-Executive Directors following the departures of Renee James and
Sanjiv Ahuja. I want to extend our gratitude for their dedicated service
to Vodafone.
In September 2021 we announced the appointment of Deborah Kerr
as a Non-Executive Director who joined the Board on 1 March 2022.
In May 2022, we also announced the appointments of Stephen Carter,
Delphine Ernotte Cunci and Simon Segars who will be appointed as
Non-Executive Directors following the Company’s AGM, subject to
shareholder approval.
We continue to focus on our commitment to diversity which extends
beyond the Board and the Executive Committee and towards developing
the talent pipeline through the review of initiatives to enhance diversity,
including gender and ethnic diversity and disability inclusion.
I look forward to reporting on further progress as we continue our work
across the following financial year.
Read more about our programmes to manage talent
on pages 21 and 22
Highlights from the year
– Recommendation of the establishment of an ESG Board
Committee; and
– Appointment of Deborah Kerr to the Board with her induction
programme currently underway.
Key focus for the next year
The key areas of focus for the next year are:
– The implementation and completion of inductions for Stephen Carter,
Delphine Ernotte Cunci, Simon Segars and Deborah Kerr respectively;
– Continuation of the search for Non-Executive Directors who enhance
the skill, knowledge, experience and diversity of the Board;
– Board and Executive Committee succession planning in order to
maintain the necessary balance of skills, knowledge, experience and
diversity to remain effective;
– Continuing to review Board independence and ensuring Directors
have sufficient time to fulfil their Board responsibilities; and
– Continuing to monitor compliance with the Code and future
regulatory updates.
Changes to the Board and Committees
On 27 July 2021, Sanjiv Ahuja and Renee James stepped down from
the Board. Upon stepping down from the Board, Renee James also left
the Nominations and Governance Committee and the Remuneration
Committee and Sanjiv Ahuja left the Audit and Risk Committee.
Over the next 18 months there will be a number of scheduled retirements
from the Board. In line with these departures, the Committee has been
focused on finding suitable successors to further enhance the Board’s
experience within the telecommunications and technology sectors, and
to ensure that the Board and its Committees can continue to effectively
discharge their responsibilities.
I am pleased to welcome Deborah Kerr to the Board who was appointed
as a Non-Executive Director on 1 March 2022. Deborah brings a wealth
of technology expertise across a range of sectors, as well as extensive
non-executive board experience. I am also delighted to welcome Stephen
Carter, Delphine Ernotte Cunci and Simon Segars to Vodafone’s Board
as Non-Executive Directors, subject to shareholder approval at the 2022
AGM. They are well-respected leaders who bring extensive experience
and track records of value creation across the telecoms, technology and
media sectors.
At the 2021 AGM, Olaf Swantee was appointed by the shareholders as
a new Non-Executive Director. However, in light of a potential conflict of
interest, Olaf decided to step down with effect from 25 September 2021.
An ESG Committee was established during this financial year with the
role to provide oversight of Vodafone’s ESG programme, sustainability
and responsible business practices as well as Vodafone’s contribution to
the societies we operate in under the social contract.
Read more about the ESG Committee
on page 89
The Committee is regularly informed of succession planning and changes
to the membership of the Executive Committee.
In April, we announced that Hannes Ametsreiter will step down as Chief
Executive Officer of Vodafone Germany and as a member of the Group
Executive Committee on 30 June 2022. Philippe Rogge will become
Chief Executive Officer of Vodafone Germany and a member of the
Group Executive Committee on 1 July 2022.
There were no changes to the membership of the Executive Committee
during the year.
Succession planning
The Committee monitors the length of tenure and the skills and experience
of the Non-Executive Directors to assist in succession planning.
Read more about the details of the length of tenure of each
Director and a summary of the skills and experience of the
Non-Executives on pages 73 and 74
80
Vodafone Group Plc
Annual Report 2022
Governance (continued)
Nominations and Governance Committee
The Nominations and Governance Committee
(‘the Committee’) continues to ensure that
the Board has an appropriate balance of skills,
knowledge, experience and diversity so that
it is effective in discharging its responsibilities
and in having oversight of all matters relating
to corporate governance.
Chairman
Jean-François van Boxmeer
Members
Sir Crispin Davis
Valerie Gooding
Michel Demaré (appointed as a member on 22 November 2021)
Renee James (stepped down from the Board on 27 July 2021)
Key responsibilities
– Assessing the composition, structure and size of the Board and its
Committees and making recommendations on appointments to
the Board;
– Succession planning for the Board and Executive Committee;
– Overseeing the performance evaluation of the Board, its Committees
and individual Directors; and
– Monitoring developments in all matters relating to corporate
governance, bringing any issues to the attention of the Board.
The Committee is comprised solely of independent Non-Executive
Directors. The Committee had four scheduled meetings during the
year which were fully attended by all members.
Click to read the Committee’s terms of reference:
vodafone.com/board-committees
Letter from Committee Chairman
On behalf of the Board, I am pleased to present the Nominations and
Governance Committee Report for the year ended 31 March 2022. This
year, the Committee has spent time focusing on changes to the Board’s
composition. The Committee’s current priority is the search for new
Non-Executive Directors following the departures of Renee James and
Sanjiv Ahuja. I want to extend our gratitude for their dedicated service
to Vodafone.
In September 2021 we announced the appointment of Deborah Kerr
as a Non-Executive Director who joined the Board on 1 March 2022.
In May 2022, we also announced the appointments of Stephen Carter,
Delphine Ernotte Cunci and Simon Segars who will be appointed as
Non-Executive Directors following the Company’s AGM, subject to
shareholder approval.
We continue to focus on our commitment to diversity which extends
beyond the Board and the Executive Committee and towards developing
the talent pipeline through the review of initiatives to enhance diversity,
including gender and ethnic diversity and disability inclusion.
I look forward to reporting on further progress as we continue our work
across the following financial year.
Read more about our programmes to manage talent
on pages 21 and 22
Highlights from the year
Committee; and
– Recommendation of the establishment of an ESG Board
– Appointment of Deborah Kerr to the Board with her induction
programme currently underway.
Key focus for the next year
The key areas of focus for the next year are:
– The implementation and completion of inductions for Stephen Carter,
Delphine Ernotte Cunci, Simon Segars and Deborah Kerr respectively;
– Continuation of the search for Non-Executive Directors who enhance
the skill, knowledge, experience and diversity of the Board;
– Board and Executive Committee succession planning in order to
maintain the necessary balance of skills, knowledge, experience and
diversity to remain effective;
– Continuing to review Board independence and ensuring Directors
have sufficient time to fulfil their Board responsibilities; and
– Continuing to monitor compliance with the Code and future
regulatory updates.
Changes to the Board and Committees
On 27 July 2021, Sanjiv Ahuja and Renee James stepped down from
the Board. Upon stepping down from the Board, Renee James also left
the Nominations and Governance Committee and the Remuneration
Committee and Sanjiv Ahuja left the Audit and Risk Committee.
Over the next 18 months there will be a number of scheduled retirements
from the Board. In line with these departures, the Committee has been
focused on finding suitable successors to further enhance the Board’s
experience within the telecommunications and technology sectors, and
to ensure that the Board and its Committees can continue to effectively
discharge their responsibilities.
I am pleased to welcome Deborah Kerr to the Board who was appointed
as a Non-Executive Director on 1 March 2022. Deborah brings a wealth
of technology expertise across a range of sectors, as well as extensive
non-executive board experience. I am also delighted to welcome Stephen
Carter, Delphine Ernotte Cunci and Simon Segars to Vodafone’s Board
as Non-Executive Directors, subject to shareholder approval at the 2022
AGM. They are well-respected leaders who bring extensive experience
and track records of value creation across the telecoms, technology and
media sectors.
At the 2021 AGM, Olaf Swantee was appointed by the shareholders as
a new Non-Executive Director. However, in light of a potential conflict of
interest, Olaf decided to step down with effect from 25 September 2021.
An ESG Committee was established during this financial year with the
role to provide oversight of Vodafone’s ESG programme, sustainability
and responsible business practices as well as Vodafone’s contribution to
the societies we operate in under the social contract.
Read more about the ESG Committee
on page 89
The Committee is regularly informed of succession planning and changes
to the membership of the Executive Committee.
In April, we announced that Hannes Ametsreiter will step down as Chief
Executive Officer of Vodafone Germany and as a member of the Group
Executive Committee on 30 June 2022. Philippe Rogge will become
Chief Executive Officer of Vodafone Germany and a member of the
Group Executive Committee on 1 July 2022.
There were no changes to the membership of the Executive Committee
during the year.
Succession planning
The Committee monitors the length of tenure and the skills and experience
of the Non-Executive Directors to assist in succession planning.
Read more about the details of the length of tenure of each
Director and a summary of the skills and experience of the
Non-Executives on pages 73 and 74
Strategic report
Governance
Financials
Other information
81
Vodafone Group Plc
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Strategic report
Governance
Financials
Other information
In light of recent and anticipated changes to the Board membership,
MWM Consulting, an independent search firm, was appointed to lead
a search for new Non-Executive Directors who have relevant experience
in the telecommunications and technology sectors, who will make
valuable contributions to the Board’s work and who will contribute
to the Board’s diversity.
The Committee is confident that the Board currently has the
necessary mix of skills and experience to contribute to the
Company’s strategic objectives.
Appointment process for Non-Executive Directors
To begin the appointment process, Vodafone engages with a search
consultancy and provides the agency with a search specification.
The results of the search consist of individuals from a diverse range
of backgrounds and characteristics. Capturing the clear benefits of
diversity of background and opinion, and identifying candidates with the
requisite experience and capabilities, is at the forefront of this search. The
shortlisted candidates are interviewed by the Committee members and
the Chief Executive. A recommendation is made to the Board on the
chosen candidate. Once a candidate is selected, appointment terms
are drafted and agreed with the selected candidate.
Assessment of the independence of the Non-Executive Directors
All Non-Executive Directors have submitted themselves for election
or re-election, as applicable, at the 2022 AGM.
In accordance with the Code, the independence of all the Non-Executive
Directors was considered by the Committee.
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 will be available on display at the 2022 AGM.
Management of 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, as 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 and the Board are satisfied that the external commitments
of the Non-Executive Directors and of me, your Chairman, do not conflict
with our duties and commitments as Directors of the Company, and that
each Non-Executive Director is able to dedicate sufficient time to the
Company’s affairs. The Committee is comfortable that it has adequate
measures in place to manage and mitigate any actual or potential
conflicts of interests that may arise in the future.
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 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 Raymond Dinkin of
Consilium Limited which has no other connection with Vodafone. The
Committee oversaw the evaluation process and was involved in the
selection of the external provider for review.
Read more about the outcome of this review
on page 79
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,
strategic guidance and hold management to account.
Diversity
In line with Vodafone’s Board Diversity Policy, the Committee is firmly
committed to supporting diversity and inclusion in the boardroom in
compliance with the Code and acknowledges the importance of diversity
and inclusion to the effective functioning of the Board.
As set out in our Board Diversity Policy, Vodafone’s long-term ambition is
to increase diversity on our Board in all its forms. The Committee annually
reviews and agrees the Board Diversity Policy and monitors the progress
made at Board and senior management levels during the financial year.
The Committee continues to monitor requirements as set by the FTSE
Women Leaders Review and NASDAQ listing rules in terms of gender
diversity and the Parker Review in terms of ethnic diversity. Vodafone
acknowledges that these targets are not just an end goal, but rather
steps towards a drive for further progress.
Commitment to diversity at Vodafone extends beyond the Board to
the global workforce. For the fourth year in a row, Vodafone has been
included in the Bloomberg Gender Equality Index, a list of 418 companies
committed to gender equality, highlighting our commitment to fostering
an inclusive workplace. Our Diversity and Inclusion activity includes
our market-leading parental policies, our award-winning ReConnect
programme, our global Domestic Violence and Abuse Policy, and our
dedicated and passionate employee networks.
The Securities and Exchange Commission has approved the updates to
the NASDAQ listing rules to incorporate new board diversity requirements,
which Vodafone will be subject to as a foreign issuer. As a foreign issuer,
Vodafone satisfies these requirements.
In line with the Hampton-Alexander Review recommendation that by
2020 there would be at least 33% female representation at the Board,
Executive Committee positions and direct reports of the Executive
Committee (the ‘Senior Leadership Team’), we are pleased to report
that as at 31 March 2022, 50% of our Board were female. Both our Senior
Independent Director and Chief Financial Officer positions also continue
to be held by women.
Our Executive Committee has four positions held by women (28.6%).
In the Senior Leadership Team, 56 roles are held by women (31.8%).
In line with these targets and recommendations, we have developed
and introduced a series of pioneering global programmes. Vodafone
has made a global commitment to support its employees during the
menopause, an initiative that forms part of Vodafone’s broader strategy
of supporting all employees through every life stage to create a culture
of inclusion. The initiative has rolled out a training and awareness
programme to all employees globally, including a toolkit focused
on raising understanding of the menopause and providing guidance
on how to support employees, colleagues and family members.
Additionally, Vodafone has a global Domestic Violence and Abuse Policy
which sets out a comprehensive range of workplace supports, security
and other measures for employees at risk of, experiencing, and recovering
from, domestic violence and abuse. There is also the global parental leave
policy which offers 16 weeks fully paid leave to all employees.
82
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Annual Report 2022
Governance (continued)
Strategic report
Governance
Financials
Other information
Governance
The Committee continues to review action taken to comply with the
Code and other legal and regulatory obligations during the year. The
Committee received regular governance updates and is satisfied that
Vodafone has complied with the Code in full during the year.
The Matters Reserved for the Board and the terms of reference of the
Nominations and Governance Committee, the Audit and Risk Committee,
the ESG Committee and the Remuneration Committee were reviewed in
March 2022.
Jean-François van Boxmeer
On behalf of the Nominations and Governance Committee
17 May 2022
Board Diversity Matrix1
As of 31 March 2022
Country of Principal Executive Offices
Foreign Private Issuer
Disclosure Prohibited under Home Country Law
Total Number of Directors
Part I: Gender Identity
United Kingdom
Yes
No
10
Directors
Part II: Demographic Background
Under-represented individual in
Home Country Jurisdiction
LGBTQ+
Did Not Disclose Demographic
Background
Female
5
Male Non-Binary
0
5
Did Not
Disclose
Gender
0
0
0
1
Note:
1. Prepared in accordance with guidance issued by NASDAQ. More information can be found here:
listingcenter.nasdaq.com/home.aspx
Read more about how we build a diverse and inclusive
organisation on pages 39 and 40
This year, the CEO of Vodafone Ireland and the CFO of Vodafone Germany
were also recognised at the EMEA 2022 WeQual Awards for driving greater
equality and innovation. Attracting, retaining and promoting diverse leaders
drives greater inclusion within the organisation, and we are confident that
the additional initiatives detailed on page 39 will support us to reach the
FTSE Women Leaders Review target to have at least 40% of women
holding management and leadership roles by 2025.
The Committee is mindful of the recommendation of the Parker
Review to have at least one Director from a non-white ethnic minority
by 2021. Whilst it is disappointing not to continue to meet this target
from 28 July 2021, this is the first time in 18 years where we have not
been able to confirm that at least one ethnic minority Director sits on our
Board and we continue to take practical and purposeful steps towards
enhancing the Board’s diversity. Vodafone has introduced new ethnic
diversity targets to ensure that by 2030, 25% of the global senior
leadership will come from ethnically diverse backgrounds. Based on
self-declaration, currently 18% of Vodafone’s global Senior Leadership
Team are from ethnically diverse backgrounds. Vodafone UK also
confirmed that by 2025, 20% of its UK-based senior people will come
from Black, Asian, or other diverse ethnicities, with 4% of those to be
Black. Vodafone’s UK-based senior management and leadership are
currently 15% Black, Asian or other diverse ethnicities, of whom 1%
are Black. These commitments build on Vodafone’s Race, Ethnicity
and Cultural Heritage (‘REACH’) action plan, a wider programme
launched in 2020 to achieve greater workplace inclusion through
allyship and anti-racism.
Read more about our workplace inclusion programme
on page 39
We continue to challenge our external search consultants to ensure that
all forms of diversity, in particular ethnicity and gender, are considered
when drawing up candidate shortlists.
82
Vodafone Group Plc
Annual Report 2022
Governance (continued)
Strategic report
Governance
Financials
Other information
83
Vodafone Group Plc
Annual Report 2022
Strategic report
Governance
Financials
Other information
Country of Principal Executive Offices
United Kingdom
Foreign Private Issuer
Disclosure Prohibited under Home Country Law
Board Diversity Matrix1
As of 31 March 2022
Total Number of Directors
Part I: Gender Identity
Governance
The Committee continues to review action taken to comply with the
Code and other legal and regulatory obligations during the year. The
Committee received regular governance updates and is satisfied that
Vodafone has complied with the Code in full during the year.
The Matters Reserved for the Board and the terms of reference of the
Nominations and Governance Committee, the Audit and Risk Committee,
the ESG Committee and the Remuneration Committee were reviewed in
March 2022.
Female
Male Non-Binary
5
5
0
Jean-François van Boxmeer
On behalf of the Nominations and Governance Committee
17 May 2022
Yes
No
10
Did Not
Disclose
Gender
0
0
0
1
Directors
Part II: Demographic Background
Under-represented individual in
Home Country Jurisdiction
Did Not Disclose Demographic
LGBTQ+
Background
Note:
1. Prepared in accordance with guidance issued by NASDAQ. More information can be found here:
listingcenter.nasdaq.com/home.aspx
Read more about how we build a diverse and inclusive
organisation on pages 39 and 40
This year, the CEO of Vodafone Ireland and the CFO of Vodafone Germany
were also recognised at the EMEA 2022 WeQual Awards for driving greater
equality and innovation. Attracting, retaining and promoting diverse leaders
drives greater inclusion within the organisation, and we are confident that
the additional initiatives detailed on page 39 will support us to reach the
FTSE Women Leaders Review target to have at least 40% of women
holding management and leadership roles by 2025.
The Committee is mindful of the recommendation of the Parker
Review to have at least one Director from a non-white ethnic minority
by 2021. Whilst it is disappointing not to continue to meet this target
from 28 July 2021, this is the first time in 18 years where we have not
been able to confirm that at least one ethnic minority Director sits on our
Board and we continue to take practical and purposeful steps towards
enhancing the Board’s diversity. Vodafone has introduced new ethnic
diversity targets to ensure that by 2030, 25% of the global senior
leadership will come from ethnically diverse backgrounds. Based on
self-declaration, currently 18% of Vodafone’s global Senior Leadership
Team are from ethnically diverse backgrounds. Vodafone UK also
confirmed that by 2025, 20% of its UK-based senior people will come
from Black, Asian, or other diverse ethnicities, with 4% of those to be
Black. Vodafone’s UK-based senior management and leadership are
currently 15% Black, Asian or other diverse ethnicities, of whom 1%
are Black. These commitments build on Vodafone’s Race, Ethnicity
and Cultural Heritage (‘REACH’) action plan, a wider programme
launched in 2020 to achieve greater workplace inclusion through
allyship and anti-racism.
Read more about our workplace inclusion programme
on page 39
We continue to challenge our external search consultants to ensure that
all forms of diversity, in particular ethnicity and gender, are considered
when drawing up candidate shortlists.
Audit and Risk Committee
The Committee plays a key role in the governance
of the Group’s financial reporting, risk management,
internal control and assurance processes and the
external audit. During the year, the Committee
performed a series of business unit reviews and
completed a schedule of risk deep dives, with a
continued focus on cyber security given the high
level of external threat.
Chairman and financial expert
David Nish
Members
Michel Demaré
Deborah Kerr
Amparo Moraleda
Key responsibilities
The responsibilities of the Committee are to:
– Monitor the integrity of the financial statements, including the review
of significant financial reporting judgements;
– Monitor the Group’s risk management system, review of the principal
risks and the management of those risks;
– Provide advice to the Board on whether the Annual Report is fair,
balanced and understandable and on the appropriateness of the
long-term viability statement;
– Review and monitor the external auditor’s independence and
objectivity and the effectiveness of the external audit;
– Review the system of internal financial control and compliance with
section 404 of the US Sarbanes-Oxley Act;
– Review and provide advice to the Board on the approval of the Group’s
US Annual Report on Form 20-F; and
– Monitor the activities and review the effectiveness of the Internal
Audit function.
– We completed a series of reviews across multiple business units,
typically with a focus on the risk and control environment. During the
year the Committee met with the CEO and CFO of Vantage Towers,
the Director of the Group’s shared service centre organisation and the
market CEOs in Germany, the UK, Italy, Spain, Egypt and Other Europe;
– At the September and March meetings we considered the anticipated
financial reporting matters, in addition to the review of the half-year
results announcement at our November meeting and of the Annual
Report and accompanying materials at our May meeting, prior to
the Group’s results release. Our work included reviews of goodwill
impairment testing, taxation judgements, legal contingencies and
the Company’s work on going concern and the long-term viability
statement; and
– We performed deep dive reviews on certain other principal risks,
including supply chain disruption with the Global Supply Chain Director
and adverse political and policy environments with the Chief External
and Corporate Affairs Officer.
We welcome the enhanced disclosures on pages 66 and 67 to comply
with the framework provided by the Task Force on Climate-related
Financial Disclosures (‘TCFD’). In addition, we assessed with management
the potential impact of climate change on the consolidated financial
statements (see note 1 ‘Basis of preparation’ in the consolidated financial
statements on page 133 for further information).
Our external auditor, Ernst & Young (‘EY’), continues to provide
robust challenge to management and provides its independent view
to the Committee on specific financial reporting judgements and the
control environment.
Every three years the Board appoints an external organisation to perform
an independent review of the Committee to evaluate its performance.
The last review concluded that the Board members considered the
Committee to be thorough and fully effective in meeting its objectives.
Furthermore, a finding of the Vodafone Board effectiveness review
conducted in 2022 by an external third party concluded that the
Committee was operating effectively.
Click to read the Committee’s terms of reference:
vodafone.com/board-committees
David Nish
On behalf of the Audit and Risk Committee
Letter from the Committee Chair
I am pleased to present our report to you as Chair of the Audit and Risk
Committee. This report provides an overview of how the Committee
operates, an insight into the Committee’s activities during the year
and its role in ensuring the integrity of the Group’s published financial
information and the effectiveness of its risk management, controls and
related processes.
The membership of the Committee changed during the year. Sanjiv Ahuja
stepped down from the Board and therefore the Committee in July 2021.
I would like to thank Sanjiv for his contribution to the work of the Committee.
We welcomed Deborah Kerr to the Committee following her appointment
to the Board on 1 March 2022.
The Committee met five times during the year. The attendance by members
at Committee meetings can be seen on page 68. Each meeting agenda
included a range of topics across the Committee’s areas of responsibility.
– Cyber threat is the Group’s top principal risk and an area where we
remain vigilant given that external threats remain at a very high level.
This manifested itself in February 2022 when Vodafone Portugal was
the target of a deliberate cyber attack which impacted our services in
that market. The preparedness and skill of our technology team ensured
that most services were recovered very quickly. During the year, the
Committee regularly met with the Chief Technology Officer and Cyber
Security Director to assess how the risks were being managed and how
we can further reinforce our cyber security (see pages 49 to 51);
Scan or click to watch the Chair of the
Audit and Risk Committee explain his role:
investors.vodafone.com/videos
Objective
The Committee’s objective is the provision of effective governance
over the appropriateness of financial reporting of the Group, including
the adequacy of related disclosures, the performance of both the
Internal Audit function and the external auditor and oversight of
the Group’s systems of internal control, business risks and related
compliance activities.
Committee governance
Committee meetings normally take place the day before Board
meetings. The Committee Chair reports to the Board, as a separate
agenda item, on the activity of the Committee and matters of particular
relevance. The Board has access to the Committee’s papers and receives
copies of the Committee minutes.
The Committee regularly meets separately with the external auditor,
the Chief Financial Officer, the Group Audit Director and the Group Head of
Risk and Compliance without others being present. The Chair also meets
regularly with the external lead audit partner during the year, outside of
the formal Committee process.
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Governance (continued)
Strategic report
Governance
Financials
Other information
The Chair is designated as the financial expert on the Committee
for the purposes of the US Sarbanes-Oxley Act and the 2018 UK
Corporate Governance Code (‘Code’). The Committee continues to
have competence relevant to the sector in which the Group operates.
The skills and experience of Committee members are detailed on
pages 73 and 74.
Read more
on pages 73 and 74
War in Ukraine
Whilst the Group does not have significant operations in either Russia
or Ukraine, a review was undertaken by management to assess any
consequences on the financial statements arising from the conflict
or from the resulting sanctions imposed on Russia and Belarus. It was
concluded there are no material impacts on the consolidated financial
statements for the year ended 31 March 2022.
The impact on the Group’s principal risks was also assessed as set out in
the ‘Risk management’ section.
Long-term viability statement and
going concern assessment
The Committee provides advice to the Board on the form and basis of
conclusion underlying the long-term viability statement and the going
concern assessment.
Read more about the long-term viability statement
on page 65
Read more about the going concern assessment
on page 118
The Committee challenged management on its financial risk assessment
as part of its consideration of the long-term viability statement. This
included scrutiny of forecast liquidity, balance sheet stress tests,
the availability of cash and cash equivalents through new or existing
financing facilities and a review of counter-party risk to assess the
likelihood of third parties not being able to meet contractual obligations.
This comprehensive assessment of the Group’s prospects made by
management included consideration of:
– The review period and alignment with the Group’s internal long-
term forecasts;
– The assessment of the capacity of the Group to remain viable after
consideration of future cash flows, expected debt service requirements,
undrawn facilities, and access to capital markets;
– The modelling of the financial impact of severe but plausible risk
scenarios materialising, including the impact of energy price inflation,
exacerbated by the war in Ukraine;
– Ensuring clear and enhanced disclosures in the Annual Report
as to why the assessment period selected was appropriate to
the Group, what qualifications and assumptions were made and
how the underlying analysis was performed, consistent with
FRC pronouncements; and
– Comprehensive disclosure in relation to the Group’s liquidity provided
in the consolidated financial statements. See note 22 ‘Capital and
financial risk management’.
Financial reporting
The year ended 31 March 2022 is the third financial year that has
been, at least partially, impacted by the COVID-19 pandemic. Restrictions
regarding social distancing and travel eased during the year and most of
our offices were open for part of the year. Many of the Group’s employees
involved with financial reporting now split the working week between
office working and remote working, and this approach is fully embedded
and works effectively. The controls we implemented last year to support
remote working remain in place.
The Committee’s primary responsibility in relation to the Group’s
financial reporting is to review, with management and the external auditor,
the appropriateness of the half-year and annual consolidated financial
statements. The Committee focuses on:
– The quality and acceptability of accounting policies and practices;
– Providing advice to the Board on the form and basis underlying
the long-term viability statement;
– Material areas in which significant judgements have been applied or
where significant issues have been discussed with the external auditor;
– An assessment of whether the Annual Report, taken as a whole, is fair,
balanced, and understandable and whether our US Annual Report
on Form 20-F complies with relevant US regulations;
– The clarity of the disclosures and compliance with financial
reporting standards and relevant financial and governance
reporting requirements; and
– Any correspondence from regulators in relation to our
financial reporting.
Accounting policies and practices
The Committee received reports from management in relation to:
– The identification of critical accounting judgements and key sources
of estimation uncertainty, including the impact of climate change on
the consolidated financial statements;
– Significant accounting policies; and
– Proposed disclosures of these in the 2022 Annual Report.
Following discussions with management and the external auditor, the
Committee approved the disclosures of the accounting policies and
practices set out in note 1 ‘Basis of preparation’ and within other notes
to the consolidated financial statements.
Fair, balanced and understandable
The Committee assessed whether the Annual Report, taken as
a whole, is fair, balanced and understandable and provides the
information necessary for shareholders to assess the Company’s
position and performance, business model and strategy. This
assessment is supported by the Group’s Disclosure Committee which
is chaired by the Group General Counsel and Company Secretary who
briefs the Committee on the Disclosure Committee’s work and findings.
The Committee reviewed the processes and controls that underpin
the Annual Report’s preparation, ensuring that all contributors and
senior management are fully aware of the requirements and their
responsibilities. This included the financial reporting responsibilities of
the Directors under section 172 of the Companies Act 2006 to promote
the success of the Company for the benefit of its members as well as
considering the interests of other stakeholders which will have an impact
on the Company’s long-term success.
The Committee reviewed an early draft of the Annual Report to
enable input and comment. In conjunction with the ESG Committee,
this included the review of ESG-related disclosures, including TCFD.
The Committee also reviewed the results announcement, supported
by the work of the Group’s Disclosure Committee, which also reviews
and assesses the appropriateness of investor communications.
This work enabled the Committee to provide positive assurance to the
Board to assist it in making the statement required by the Code.
Significant financial reporting judgements
The areas considered and actions taken by the Committee in relation
to the 2022 consolidated financial statements are outlined overleaf.
For each area, the Committee was satisfied with the accounting and
disclosures in the consolidated financial statements.
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Governance (continued)
Strategic report
Governance
Financials
Other information
85
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Strategic report
Governance
Financials
Other information
The Chair is designated as the financial expert on the Committee
for the purposes of the US Sarbanes-Oxley Act and the 2018 UK
The Committee’s primary responsibility in relation to the Group’s
financial reporting is to review, with management and the external auditor,
Corporate Governance Code (‘Code’). The Committee continues to
the appropriateness of the half-year and annual consolidated financial
have competence relevant to the sector in which the Group operates.
statements. The Committee focuses on:
The skills and experience of Committee members are detailed on
The Committee challenged management on its financial risk assessment
Fair, balanced and understandable
The impact on the Group’s principal risks was also assessed as set out in
financial reporting.
pages 73 and 74.
Read more
on pages 73 and 74
War in Ukraine
Whilst the Group does not have significant operations in either Russia
or Ukraine, a review was undertaken by management to assess any
consequences on the financial statements arising from the conflict
or from the resulting sanctions imposed on Russia and Belarus. It was
concluded there are no material impacts on the consolidated financial
statements for the year ended 31 March 2022.
the ‘Risk management’ section.
Long-term viability statement and
going concern assessment
The Committee provides advice to the Board on the form and basis of
conclusion underlying the long-term viability statement and the going
concern assessment.
Read more about the long-term viability statement
on page 65
on page 118
Read more about the going concern assessment
as part of its consideration of the long-term viability statement. This
included scrutiny of forecast liquidity, balance sheet stress tests,
the availability of cash and cash equivalents through new or existing
financing facilities and a review of counter-party risk to assess the
likelihood of third parties not being able to meet contractual obligations.
This comprehensive assessment of the Group’s prospects made by
management included consideration of:
– The review period and alignment with the Group’s internal long-
term forecasts;
– The assessment of the capacity of the Group to remain viable after
consideration of future cash flows, expected debt service requirements,
undrawn facilities, and access to capital markets;
– The modelling of the financial impact of severe but plausible risk
scenarios materialising, including the impact of energy price inflation,
exacerbated by the war in Ukraine;
– Ensuring clear and enhanced disclosures in the Annual Report
as to why the assessment period selected was appropriate to
the Group, what qualifications and assumptions were made and
how the underlying analysis was performed, consistent with
FRC pronouncements; and
financial risk management’.
Financial reporting
The year ended 31 March 2022 is the third financial year that has
been, at least partially, impacted by the COVID-19 pandemic. Restrictions
regarding social distancing and travel eased during the year and most of
our offices were open for part of the year. Many of the Group’s employees
involved with financial reporting now split the working week between
office working and remote working, and this approach is fully embedded
and works effectively. The controls we implemented last year to support
remote working remain in place.
– The quality and acceptability of accounting policies and practices;
– Providing advice to the Board on the form and basis underlying
the long-term viability statement;
– Material areas in which significant judgements have been applied or
where significant issues have been discussed with the external auditor;
– An assessment of whether the Annual Report, taken as a whole, is fair,
balanced, and understandable and whether our US Annual Report
on Form 20-F complies with relevant US regulations;
– The clarity of the disclosures and compliance with financial
reporting standards and relevant financial and governance
reporting requirements; and
– Any correspondence from regulators in relation to our
Accounting policies and practices
The Committee received reports from management in relation to:
– The identification of critical accounting judgements and key sources
of estimation uncertainty, including the impact of climate change on
the consolidated financial statements;
– Significant accounting policies; and
– Proposed disclosures of these in the 2022 Annual Report.
Following discussions with management and the external auditor, the
Committee approved the disclosures of the accounting policies and
practices set out in note 1 ‘Basis of preparation’ and within other notes
to the consolidated financial statements.
The Committee assessed whether the Annual Report, taken as
a whole, is fair, balanced and understandable and provides the
information necessary for shareholders to assess the Company’s
position and performance, business model and strategy. This
assessment is supported by the Group’s Disclosure Committee which
is chaired by the Group General Counsel and Company Secretary who
briefs the Committee on the Disclosure Committee’s work and findings.
The Committee reviewed the processes and controls that underpin
the Annual Report’s preparation, ensuring that all contributors and
senior management are fully aware of the requirements and their
responsibilities. This included the financial reporting responsibilities of
the Directors under section 172 of the Companies Act 2006 to promote
the success of the Company for the benefit of its members as well as
considering the interests of other stakeholders which will have an impact
on the Company’s long-term success.
The Committee reviewed an early draft of the Annual Report to
enable input and comment. In conjunction with the ESG Committee,
this included the review of ESG-related disclosures, including TCFD.
The Committee also reviewed the results announcement, supported
by the work of the Group’s Disclosure Committee, which also reviews
This work enabled the Committee to provide positive assurance to the
Board to assist it in making the statement required by the Code.
Significant financial reporting judgements
The areas considered and actions taken by the Committee in relation
to the 2022 consolidated financial statements are outlined overleaf.
For each area, the Committee was satisfied with the accounting and
disclosures in the consolidated financial statements.
– Comprehensive disclosure in relation to the Group’s liquidity provided
and assesses the appropriateness of investor communications.
in the consolidated financial statements. See note 22 ‘Capital and
Area of focus
India accounting matters
The disclosure and accounting judgements in relation to:
– The impact on the Group’s conditional and capped obligations to
make certain payments to Vodafone Idea Limited (‘VIL’) under a
payment mechanism agreed at the time of the merger between
Vodafone India and Idea Cellular in 2017.
– The valuation of the security package provided by the Group to
Indus Towers (‘Indus’) in respect of commitments of VIL to Indus and
the obligation to the TRS lenders, considering the referenced assets.
– The classification of the Group’s investment in Indus as held for sale.
See note 29 ‘Contingent liabilities and legal proceedings’ in the
consolidated financial statements.
Impairments
Judgements in relation to impairment testing relate primarily to the
assumptions underlying the calculation of the value in use of the Group’s
businesses, being the achievability of the long-term business plans and
the macroeconomic and related valuation model assumptions.
See note 4 ‘Impairment losses’ in the consolidated financial statements.
Taxation
The Group is subject to a range of tax claims and related legal actions
in several jurisdictions where it operates.
Furthermore, the Group has extensive accumulated tax losses, and a
key management judgement is whether a deferred tax asset should
be recognised in respect of those losses.
See note 6 ‘Taxation’ and note 29 ‘Contingent liabilities and legal
proceedings’ in the consolidated financial statements.
Liability provisioning
The Group is subject to a range of claims and legal actions from
a number of sources, including, but not limited to, competitors,
regulators, customers, suppliers and, on occasion, fellow shareholders
in Group subsidiaries.
See note 16 ‘Provisions’ and note 29 ‘Contingent liabilities and legal
proceedings’ in the consolidated financial statements.
Revenue recognition
Revenue is a risk area given the inherent complexity of IFRS 15
accounting requirements and the underlying billing and related
IT systems.
See note 1 ‘Basis of preparation’ in the consolidated financial statements.
Actions taken
The Committee reviewed the appropriateness of the Group’s
accounting judgements in relation to potential liabilities under the
payment mechanism agreed with VIL, considering VIL’s ability to make
any further material payments. The review considered the implications of
the telecommunication relief package published by the Government of
India in September 2021 and the anticipated debt for equity conversion,
as well as VIL’s indebtedness, cash flows and need for additional funding.
The Committee also reviewed accounting matters relating to Indus
Towers, notably (i) the terms of the pledges contained in the security
package, (ii) the disposal of primary pledge shares during the year and
(iii) the continued classification as held for sale in the consolidated
financial statements.
These reviews occurred at the September 2021, November 2021,
March 2022, and May 2022 Committee meetings.
The Committee met with the Group Head of Financial Planning &
Analysis in May 2022 to discuss the impairment exercise undertaken
and to challenge the appropriateness of assumptions made, including:
– The consistent application of management’s valuation methodology;
– The achievability of the Group’s five year business plans;
– The potential impacts of (i) rising energy cost, (ii) the war in
Ukraine and (iii) climate change on the Group’s businesses and
valuation assumptions;
– The long-term growth assumed for the Group’s businesses at the end
of the plan period; and
– The discount rates assumed in the valuation of the Group’s businesses.
During the year, the Group recorded no material impairments of asset
carrying values.
The Committee met with the Group Tax Director in November 2021
and May 2022 in advance of the half-year and year-end reporting,
respectively. The Group Tax Director also provided a briefing on
international tax reform and its consequences for the Group.
The Committee challenged the judgements underpinning tax
provisioning, deferred tax assets and related disclosures.
The Committee met with the Director of Litigation in November 2021 and
May 2022 in advance of the half-year and year-end reporting, respectively.
The Group Litigation Director updated the Committee on legal
contingencies and key investigations.
The Committee reviewed and challenged management’s assessment
of the status of the most significant claims, together with relevant legal
advice received by the Group, to form a view on the level of provisioning
and appropriateness of disclosures in the financial statements.
The accounting policy for, and related disclosure requirements of
IFRS 15 that have been presented in the Annual Report, were reviewed
in March and May 2022.
The Committee considered the scope of EY’s planned revenue audit
procedures, and their related audit findings and observations at its
meetings in November 2021 and May 2022.
86
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Governance (continued)
Strategic report
Governance
Financials
Other information
Regulators and our financial reporting
The FRC publishes thematic reviews and other guidance to help
companies improve the quality of corporate reporting through the
provision of guidance and reviews of the quality of reporting across
public companies. The Group routinely reviews FRC publications,
the most relevant publications for the 2022 Annual Report being:
– Key matters for 2021/22 reports and accounts;
– Annual review of corporate reporting 2020/21; and
– Thematic review on existing disclosure requirements for
(i) alternative performance measures, (ii) viability and going concern
and (iii) provisions, contingent liabilities and contingent assets.
The Group already complied with the majority of the recommendations
and the 2022 Annual Report has been updated to adopt best practice
where appropriate.
In addition, the FRC published a thematic review on interim reporting. Its
recommendations were reviewed during the Group’s half-year reporting.
The Task Force on Climate-related Financial Disclosures (‘TCFD’) sets out
four core areas of recommended climate-related disclosures, which the
Group disclosed on a voluntary basis in the 2021 Annual Report. The Risk
management section in the 2022 Annual Report has been expanded to
include enhanced disclosures. This is an evolving topic which the Group
will monitor closely.
Internal control and risk management
The Committee has the primary responsibility for the oversight of the
Group’s system of internal control, including the risk management
framework, the compliance framework, and the work of the Internal
Audit function.
Internal Audit
The Internal Audit function provides independent and objective assurance
over the design and operating effectiveness of the system of internal
control, through a risk-based approach. The function reports into the
Committee and, administratively, to the Group Chief Financial Officer. The
function is composed of teams across Group functions and local markets.
This enables access to specialist skills through centres of excellence and
ensures local knowledge and experience. Cooperation with professional
bodies and an information technology research firm has ensured access
to additional specialist skills and an advanced knowledge base.
Internal Audit activities are based on a robust methodology and the
internal quality assurance improvement programme ensures conformity
with the International Professional Practices framework, which includes
the IIA Standards and Code of Ethics, and the continuous development of
the audit methodology applied. The conformity was reviewed and verified
through an External Quality Assessment by an independent consultancy
firm. The function has invested in several initiatives to improve its
effectiveness, particularly in the adoption of new technologies. The
innovative use of data analytics has provided broader and deeper audit
testing and driven increased insights.
The Committee has a standing agenda item to cover Internal Audit related
topics. Prior to the start of each financial year, the Committee reviews
and approves the annual audit plan, assesses the adequacy of the budget
and resources, and reviews the operational initiatives for the continuous
improvement of the function’s effectiveness. The audit plan’s rolling
review framework, and the data driven risk assessment used to identify
emerging risks is considered and amendments to the audit programme
reviewed during the financial year.
The Committee reviews progress against the approved audit plan and
the results of our audit activities, with a stronger focus on unsatisfactory
audit results and ‘cross-entity audits’, which are audits that are performed
across multiple markets with the same scope. Audit results are analysed
by process and entity (local markets/Group functions) to highlight both
changes in the control environment and areas that require attention.
During the year, Internal Audit coverage focused on principal risks, which
included: Cyber threat and Strategic transformation. Relevant audit results
are reported before the Committee’s in-depth review with the risk owner,
which allows the Committee to have an integrated view on the way the
risk is managed.
Assurance was also provided across a range of areas, including digital
customer journeys, technology controls in financial systems, data
privacy, access to commercial systems, compliance with anti-bribery
and economic sanctions policies, Vodafone Business application/portal
security, secured engineering access to networks, sustainability, and
M-Pesa. The activities performed by the shared service organisation also
received attention due to their significant bearing on the effectiveness of
global processes.
Management is responsible for ensuring that issues raised by Internal
Audit are addressed within an agreed timetable, and the Committee
reviews their timely completion.
An independent review of the effectiveness of the Group’s Internal Audit
function was performed by Deloitte LLP and the findings presented to the
Committee at the January 2022 meeting. The review concluded that the
Internal Audit function operated in accordance with the Global Institute of
Internal Auditors’ International Professional Practices Framework, is at the
top of its peer group range and demonstrates areas of innovative practice.
It was also recommended that the Internal Audit function could reach the
top end ‘world class’ assessment with some additional innovation and a
more strategic role.
Assessment of the Group’s system of internal control,
including the risk management framework
The Group’s risk assessment process and the way in which significant
business risks are managed is an area of focus for the Committee.
The Committee’s activity here was led primarily, but not solely, by the
Group’s assessment of its principal and emerging risks and uncertainties,
as set out on pages 60 to 64. Cyber threat remains a major focus for the
Committee given the ever-increasing risks in this area and cyber attacks
in the year.
The Group has an internal control environment designed to protect the
business from the material risks which have been identified. Management
is responsible for establishing and maintaining adequate internal controls
and the Committee has responsibility for ensuring the effectiveness of
those controls.
The Committee reviewed the process by which Group management
assessed the control environment, in accordance with the requirements
of the Guidance on Risk Management, Internal Control and Related
Financial and Business Reporting published by the FRC. This activity
was supported by reports from the Group Audit Director and the Head
of Risk and a range of functional specialists covering areas such as privacy
compliance, treasury policy and the review of internal controls.
As part of the Committee’s recurring agenda items, the Group Security
Director provided a fraud update, the scope of which would include
incidents of fraud involving management or employees with a significant
role in internal controls.
The Group operates a ‘Speak Up’ channel that enables employees to
anonymously raise concerns about possible irregularities. The Committee
received an update on the operation of the channel together with the
output of any resulting investigations.
The Committee has completed its review of the effectiveness of the
Group’s system of internal control, including risk management, during
the year and up to the date of this Annual Report. The review covered
all material controls including financial, operating and compliance
controls. The Committee confirms that the system of internal control
operated effectively for the 2022 financial year. Where specific areas
for improvement were identified, mitigating alternative controls and
processes were in place. This allows us to provide positive assurance
to the Board to help fulfil its obligations under the Code.
86
Vodafone Group Plc
Annual Report 2022
Governance (continued)
Strategic report
Governance
Financials
Other information
87
Vodafone Group Plc
Annual Report 2022
Strategic report
Governance
Financials
Other information
Regulators and our financial reporting
The FRC publishes thematic reviews and other guidance to help
companies improve the quality of corporate reporting through the
provision of guidance and reviews of the quality of reporting across
public companies. The Group routinely reviews FRC publications,
the most relevant publications for the 2022 Annual Report being:
– Key matters for 2021/22 reports and accounts;
– Annual review of corporate reporting 2020/21; and
– Thematic review on existing disclosure requirements for
(i) alternative performance measures, (ii) viability and going concern
and (iii) provisions, contingent liabilities and contingent assets.
The Group already complied with the majority of the recommendations
and the 2022 Annual Report has been updated to adopt best practice
global processes.
where appropriate.
In addition, the FRC published a thematic review on interim reporting. Its
recommendations were reviewed during the Group’s half-year reporting.
The Task Force on Climate-related Financial Disclosures (‘TCFD’) sets out
four core areas of recommended climate-related disclosures, which the
Group disclosed on a voluntary basis in the 2021 Annual Report. The Risk
management section in the 2022 Annual Report has been expanded to
include enhanced disclosures. This is an evolving topic which the Group
will monitor closely.
Internal control and risk management
more strategic role.
The Committee has the primary responsibility for the oversight of the
Group’s system of internal control, including the risk management
framework, the compliance framework, and the work of the Internal
Audit function.
Internal Audit
The Internal Audit function provides independent and objective assurance
over the design and operating effectiveness of the system of internal
control, through a risk-based approach. The function reports into the
Committee and, administratively, to the Group Chief Financial Officer. The
function is composed of teams across Group functions and local markets.
This enables access to specialist skills through centres of excellence and
ensures local knowledge and experience. Cooperation with professional
bodies and an information technology research firm has ensured access
to additional specialist skills and an advanced knowledge base.
Internal Audit activities are based on a robust methodology and the
internal quality assurance improvement programme ensures conformity
with the International Professional Practices framework, which includes
the IIA Standards and Code of Ethics, and the continuous development of
the audit methodology applied. The conformity was reviewed and verified
through an External Quality Assessment by an independent consultancy
firm. The function has invested in several initiatives to improve its
effectiveness, particularly in the adoption of new technologies. The
innovative use of data analytics has provided broader and deeper audit
testing and driven increased insights.
The Committee has a standing agenda item to cover Internal Audit related
topics. Prior to the start of each financial year, the Committee reviews
and approves the annual audit plan, assesses the adequacy of the budget
and resources, and reviews the operational initiatives for the continuous
improvement of the function’s effectiveness. The audit plan’s rolling
review framework, and the data driven risk assessment used to identify
emerging risks is considered and amendments to the audit programme
reviewed during the financial year.
The Committee reviews progress against the approved audit plan and
the results of our audit activities, with a stronger focus on unsatisfactory
audit results and ‘cross-entity audits’, which are audits that are performed
across multiple markets with the same scope. Audit results are analysed
by process and entity (local markets/Group functions) to highlight both
changes in the control environment and areas that require attention.
During the year, Internal Audit coverage focused on principal risks, which
included: Cyber threat and Strategic transformation. Relevant audit results
are reported before the Committee’s in-depth review with the risk owner,
which allows the Committee to have an integrated view on the way the
risk is managed.
Assurance was also provided across a range of areas, including digital
customer journeys, technology controls in financial systems, data
privacy, access to commercial systems, compliance with anti-bribery
and economic sanctions policies, Vodafone Business application/portal
security, secured engineering access to networks, sustainability, and
M-Pesa. The activities performed by the shared service organisation also
received attention due to their significant bearing on the effectiveness of
Management is responsible for ensuring that issues raised by Internal
Audit are addressed within an agreed timetable, and the Committee
reviews their timely completion.
An independent review of the effectiveness of the Group’s Internal Audit
function was performed by Deloitte LLP and the findings presented to the
Committee at the January 2022 meeting. The review concluded that the
Internal Audit function operated in accordance with the Global Institute of
Internal Auditors’ International Professional Practices Framework, is at the
top of its peer group range and demonstrates areas of innovative practice.
It was also recommended that the Internal Audit function could reach the
top end ‘world class’ assessment with some additional innovation and a
Assessment of the Group’s system of internal control,
including the risk management framework
The Group’s risk assessment process and the way in which significant
business risks are managed is an area of focus for the Committee.
The Committee’s activity here was led primarily, but not solely, by the
Group’s assessment of its principal and emerging risks and uncertainties,
as set out on pages 60 to 64. Cyber threat remains a major focus for the
Committee given the ever-increasing risks in this area and cyber attacks
in the year.
The Group has an internal control environment designed to protect the
business from the material risks which have been identified. Management
is responsible for establishing and maintaining adequate internal controls
and the Committee has responsibility for ensuring the effectiveness of
those controls.
The Committee reviewed the process by which Group management
assessed the control environment, in accordance with the requirements
of the Guidance on Risk Management, Internal Control and Related
Financial and Business Reporting published by the FRC. This activity
was supported by reports from the Group Audit Director and the Head
of Risk and a range of functional specialists covering areas such as privacy
compliance, treasury policy and the review of internal controls.
As part of the Committee’s recurring agenda items, the Group Security
Director provided a fraud update, the scope of which would include
incidents of fraud involving management or employees with a significant
role in internal controls.
The Group operates a ‘Speak Up’ channel that enables employees to
anonymously raise concerns about possible irregularities. The Committee
received an update on the operation of the channel together with the
output of any resulting investigations.
The Committee has completed its review of the effectiveness of the
Group’s system of internal control, including risk management, during
the year and up to the date of this Annual Report. The review covered
all material controls including financial, operating and compliance
controls. The Committee confirms that the system of internal control
operated effectively for the 2022 financial year. Where specific areas
for improvement were identified, mitigating alternative controls and
processes were in place. This allows us to provide positive assurance
to the Board to help fulfil its obligations under the Code.
EY audit and non-audit fees
Total fees payable to EY for audit and non-audit services in the year
ended 31 March 2022 amounted to €25 million (2021: €32 million).
Non-audit fees for the year ended 31 March 2021 included an amount of
€11 million in relation to the IPO of Vantage Towers A.G. in March 2021.
Audit fees
The Committee reviewed and discussed the fee proposal, was engaged
in agreeing audit scope changes and, following the receipt of formal
assurance that its fees were appropriate for the scope of the work
required, agreed an audit fee of €23 million for statutory audit services
in the year (2021: €21 million).
Non-audit fees
To protect the independence and objectivity of the external auditor, the
Committee has a policy for the engagement of the external auditor to
provide non-audit services. The policy prohibits EY from playing any part
in management or decision-making, providing certain services such as
valuation work and the provision of accounting services. The Group’s
non-audit services policy incorporates the requirements of the FRC’s
Ethical Standard, including a ‘whitelist’ of permitted non-audit services
which mirrors the FRC’s Ethical Standard.
The Committee has pre-approved that EY can be engaged by
management, subject to the policies set out above, and subject to:
– A €60,000 fee limit for individual engagements;
– A €500,000 total fee limit for services where there is no legal
alternative; and
– A €500,000 total fee limit for services where there is no practical
alternative supplier.
For those permitted services that exceed these specified fee limits,
the Committee Chair pre-approves the service.
Non-audit fees were €2 million (2021: €11 million) and represented
9% of audit fees for the 2022 financial year (2021: 52%). See note 3
‘Operating profit’ in the consolidated financial statements.
Compliance with section 404 of the US Sarbanes-Oxley Act
Oversight of the Group’s compliance activities in relation to section 404
of the US Sarbanes-Oxley Act and policy compliance reviews also fall
within the Committee’s remit.
Management is responsible for establishing and maintaining adequate
internal controls over financial reporting and we have responsibility for
ensuring the effectiveness of these controls. The Committee received
updates on the Group’s work in relation to section 404 compliance and
the Group’s broader financial control environment during the year. We
continue to challenge management on ensuring the nature and scope
of control activities evolve to ensure key risks continue to be adequately
mitigated. The ongoing and deeper use of automated controls embedded
within our systems and data analytics is part of the evolution of the
Group’s control environment and was reviewed and discussed by the
Committee at the January 2022 meeting.
The Committee also took an active role in monitoring the Group’s
compliance activities, including receiving reports from management in
the year covering programme-level changes, the scope of compliance
work performed and the results of controls testing. The external auditor
also reports the status of its work in relation to controls in its reports to
the Committee.
External audit
The Committee has primary responsibility for overseeing the relationship
with the external auditor, EY. This includes making the recommendation
on the appointment, reappointment, and removal of the external auditor,
assessing its independence on an ongoing basis, and approving the
statutory audit fee, the scope of the statutory audit and the appointment
of the lead audit engagement partner. Alison Duncan has held this role
for three years since the appointment of EY as external auditor for the
year ended 31 March 2020.
EY presented to the Committee its detailed audit plan for the 2022
financial year, which outlined its audit scope, planning materiality and its
assessment of key audit risks. The identification of key audit risks is critical
in the overall effectiveness of the external audit process and these are
outlined in the Auditor’s report on pages 119 to 128.
The Committee also received reports from EY on its assessment of
the accounting and disclosures in the financial statements and
financial controls.
The Committee will continue to review the auditor appointment and
anticipates that the audit will be put out to tender at least every 10 years.
The Company has complied with the Statutory Audit Services Order 2014
for the financial year under review. The last external audit tender took
place in 2019 which resulted in the appointment of EY.
Independence and objectivity
In its assessment of the independence of the auditor, and in accordance
with the US Public Company Accounting Oversight Board’s (‘PCAOB’)
standard on independence, the Committee received details of all
relationships between the Company and EY that may have a bearing
on its independence and received confirmation from EY that it is
independent of the Company in accordance with US federal securities
law and the applicable rules and regulations of the Securities and
Exchange Commission (‘SEC’) and the PCAOB.
Effectiveness of the external audit process
The Committee reviewed the quality of the external audit process
throughout the year and considered the performance of EY. This
comprised the Committee’s own assessment and the results of a detailed
feedback survey of senior personnel across the Group. Based on these
reviews, the Committee concluded that there had been appropriate
focus and challenge by EY on the primary areas of the audit and that
EY had applied robust challenge and scepticism throughout the audit.
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Governance (continued)
Strategic report
Governance
Financials
Other information
In-depth reviews
The Committee requested management to provide in-depth reviews as part of the meeting agendas. These reviews are summarised below, together with
the Group’s principal risk to which the review relates.
Subject of in-depth review
Cyber threat and information security review with the Chief Technology Officer and the Cyber Security Director.
Ransomware review with the Chief Technology Officer and Cyber Security Director.
Deep dive on the remit of the Technology Assurance team with the Chief Technology Officer.
Principal risk deep dive with the Global Supply Chain Director.
Principal risk deep dive with the Chief External and Corporate Affairs Officer.
Deep dive into privacy compliance and governance at Vodafone from the Group Privacy Officer.
Update on the European Electronic Communications Code by the Chief External and Corporate Affairs Officer.
Review of the opportunities presented by data analytics and digital enablement provided by the Group Financial
Controlling and Operations Director and the Group Internal Audit Director.
Updates on the strategic transformation in Germany and partner agencies from the market CEO.
Market review of Italy provided by the market CEO.
Market review of Spain provided by the market CEO.
Market review of the UK provided by the market CEO.
Business deep dive of Vantage Towers provided by the CEO and CFO.
Market review of Lesotho provided by the market Managing Director.
Update on the ‘Trust by Design’ programme from the Group General Counsel and Company Secretary.
Deep dive into Vodafone Business provided by the CEO and Legal Director of Vodafone Business.
Principal risk
Cyber threat
Cyber threat
Cyber threat
Technology resilience
and future readiness
Supply chain disruption
Adverse political and
policy environments
Adverse political and
policy environments
Adverse political and
policy environments
Strategic transformation
Strategic transformation
Strategic transformation
Strategic transformation
Strategic transformation
Strategic transformation
Strategic transformation
Strategic transformation
Strategic transformation
Report from the Europe Cluster CEO and CFO on the controls and risk landscape in the Europe cluster markets.
Strategic transformation
Deep dive of the control environment and compliance from the CEO of Vodafone Egypt.
Deep dive into the risk and control environment at _VOIS, the Group’s shared services organisation.
This was provided by the Group’s Director of _VOIS.
Review of the long-term viability statement and the going concern assessment with management.
Strategic transformation
Strategic transformation
Adverse changes in
macroeconomic conditions
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Governance (continued)
In-depth reviews
the Group’s principal risk to which the review relates.
Subject of in-depth review
The Committee requested management to provide in-depth reviews as part of the meeting agendas. These reviews are summarised below, together with
Cyber threat and information security review with the Chief Technology Officer and the Cyber Security Director.
Ransomware review with the Chief Technology Officer and Cyber Security Director.
Deep dive on the remit of the Technology Assurance team with the Chief Technology Officer.
Principal risk deep dive with the Global Supply Chain Director.
Principal risk deep dive with the Chief External and Corporate Affairs Officer.
Deep dive into privacy compliance and governance at Vodafone from the Group Privacy Officer.
Update on the European Electronic Communications Code by the Chief External and Corporate Affairs Officer.
Review of the opportunities presented by data analytics and digital enablement provided by the Group Financial
Strategic transformation
Controlling and Operations Director and the Group Internal Audit Director.
Updates on the strategic transformation in Germany and partner agencies from the market CEO.
Market review of Italy provided by the market CEO.
Market review of Spain provided by the market CEO.
Market review of the UK provided by the market CEO.
Business deep dive of Vantage Towers provided by the CEO and CFO.
Market review of Lesotho provided by the market Managing Director.
Update on the ‘Trust by Design’ programme from the Group General Counsel and Company Secretary.
Deep dive into Vodafone Business provided by the CEO and Legal Director of Vodafone Business.
Report from the Europe Cluster CEO and CFO on the controls and risk landscape in the Europe cluster markets.
Strategic transformation
Deep dive of the control environment and compliance from the CEO of Vodafone Egypt.
Deep dive into the risk and control environment at _VOIS, the Group’s shared services organisation.
This was provided by the Group’s Director of _VOIS.
Review of the long-term viability statement and the going concern assessment with management.
Principal risk
Cyber threat
Cyber threat
Cyber threat
Technology resilience
and future readiness
Supply chain disruption
Adverse political and
policy environments
Adverse political and
policy environments
Adverse political and
policy environments
Strategic transformation
Strategic transformation
Strategic transformation
Strategic transformation
Strategic transformation
Strategic transformation
Strategic transformation
Strategic transformation
Strategic transformation
Strategic transformation
Adverse changes in
macroeconomic conditions
Strategic report
Governance
Financials
Other information
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Other information
ESG Committee
This year, the Board formally approved the
establishment of a new Committee of the Board,
the ESG Committee. The role of the Committee is
to provide oversight of Vodafone’s Environmental,
Social and Governance (‘ESG’) programme, of
sustainability and responsible business practices,
as well as Vodafone’s contribution to the societies
that we operate in under the social contract.
Chair
Amparo Moraleda
Members
Valerie Gooding
Dame Clara Furse DBE
Key responsibilities
The responsibilities of the Committee are to:
– Oversee the ESG programme, including the purpose strategy
(Inclusion for All, Planet and Digital Society), sustainability and
responsible business practices, and the social contract;
– Approve the ESG strategy, including related targets and KPIs, and
monitor progress against key performance indicators and external
ESG index results;
– Oversee execution of the ESG strategy and related policies and
programmes required to implement the ESG strategy, as well as
the Group’s progress on ESG commitments and targets; and
– Provide advice and direction to management on implementation of
the ESG strategy, the opportunities and risks to the Group’s operations
and reputation and its corporate responsibility.
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 first ESG
Committee Report for the year ended 31 March 2022. ESG is at the
core of our purpose and is a key element in the execution of our strategy.
Reflecting the criticality of ESG and Vodafone’s commitment to this topic,
this year the Board approved the creation of the new ESG Committee to
provide the Board with enhanced oversight of ESG matters. We believe
the ESG Committee will contribute to the long-term success of Vodafone,
for the benefit of our customers, key stakeholders, and the societies in
which we operate.
Some key stakeholder interests considered as part of the Committee include:
– Investors: Strong, Board-level ESG governance is a key requirement of
an effective ESG programme;
– Governments and regulators: Local and international legal and
regulatory obligations on ESG topics continue to increase;
– Local communities and NGOs: ESG topics affect the day-to-day lives
of the people in the communities that we serve;
– Suppliers and customers: Upholding high ethical standards
throughout our value chain is critical for stakeholders when deciding
whether they should do business with Vodafone;
– Employees: Employees take pride in working for a purpose-driven
organisation that is enabling an inclusive and sustainable digital society.
When establishing the Committee, the Board worked to ensure that
members brought a range of experience on ESG-related topics that fall
within the Committee’s remit. As Chair, I have extensive experience in
this area, and have also been a member of the Board of Trustees of
the Vodafone Foundation since 2020. I’m delighted to be joined on
the Committee by Dame Clara Furse and Valerie Gooding. Dame Clara
Furse is the Chair of the UK Voluntary Carbon Markets Forum and also
provides a valuable investor perspective given her previous executive
and non-executive career. Valerie Gooding serves as the Workforce
Engagement Lead for the Board and regularly engages with employees
throughout the organisation. Valerie is also the Chair of the Remuneration
Committee which introduced ESG measures into our long-term incentive
plan two years ago, following approval by shareholders.
During the year, the Committee met twice. The first meeting in
November 2021 focused on reviewing Vodafone’s overall approach to
ESG. This included presentations from Joakim Reiter, Vodafone Group’s
Chief External and Corporate Affairs Officer, as well as the Director of
Investor Relations. The Committee was encouraged by the extent to
which ESG is being integrated into Vodafone’s corporate strategy. It
was also noted that there has been a significant increase in expectations
on ESG performance from key stakeholders in recent years, notably
accelerated by the COVID-19 crisis.
Read more on Vodafone’s approach to ESG
on page 34
The Committee’s second meeting in March 2022 focused on reviewing
Vodafone’s Planet strategy, as we are focused on understanding
climate-related risks and opportunities, and embedding responses to
these into our business strategy and operations. The Committee works
alongside the Audit and Risk Committee in overseeing matters relating
to climate change risk management.
The deep dive into Vodafone’s Planet agenda included an update on
performance, as well as discussion of key challenges and opportunities
relating to Vodafone’s ambitions of becoming net zero by 2040. We
also discussed our programmes enabling our customers to reduce their
carbon emissions, and building more of a circular economy to reduce
network and device electronic waste. The Committee was also given
an insight into how Vodafone’s global strategy is operationalised
locally, through a presentation from Vodafone Germany’s CEO,
Hannes Ametsreiter.
Read more on Vodafone’s Planet strategy and targets
on page 41
On behalf of the Committee, I have reported the Committee’s work to the
Board. Over the next year, I look forward to the Committee’s continued
oversight and scrutiny of Vodafone’s ESG agenda, including further
presentations from senior executives and experts from across the Group.
During FY23, the Committee will review Vodafone’s Inclusion for All and
human rights agendas, and will consider how the Vodafone’s ESG strategy
is implemented across Africa through the Vodacom Group.
As Committee Chair, I will also be available to engage with shareholders
who have questions or comments about the work of the Committee at
our 2022 AGM.
Amparo Moraleda
On behalf of the ESG Committee
17 May 2022
Scan or click to watch the Chair of the
ESG Committee explain her role:
investors.vodafone.com/videos
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Governance (continued)
Strategic report
Governance
Financials
Other information
2. Social contract, which was a key growth lever for the Company
Social
Read more
Focus during the year
The ESG Committee met twice during the year ended 31 March 2022.
The following provides a summary of the topics covered.
November 2021
– Approval of the Committees Terms of Reference, along with a
discussion on the purpose and expected remit of the ESG Committee.
– Joakim Reiter, Vodafone Group’s Chief External and Corporate Affairs
Officer, presented a paper on the annual overview of political, policy
and regulatory trends which had been provided to the Board of
Vodafone Group Plc at its July 2021 meeting. The paper outlined the
key impacts of the COVID-19 pandemic on the political and regulatory
environment and the accelerated changes in expectations on
businesses post-pandemic.
– Joakim Reiter and Vodafone Group’s Investor Relations Director
presented on Vodafone’s ESG approach. This outlined how Vodafone’s
approach to ESG was a core part of the corporate strategy and a driver
of commercial success. The discussion outlined how Vodafone’s ESG
approach brings together five key programmes:
1. Purpose and the actions Vodafone takes as part of the three
purpose pillars (Digital Society, Inclusion for All and Planet);
as a whole;
3. Responsible business practices, to ensure Vodafone operates
to the highest standards of integrity and ethics, ensuring that
Vodafone is ’Doing What’s Right’ towards employees, customers,
society and suppliers;
4. Transparency, including providing correct disclosures and
reporting as well as external positioning, engagement and
communication on all material ESG aspects; and
5. Measurement, as Vodafone’s performance is measured in
various ways covering different audiences and target groups.
March 2022
– Presentation to the Committee on Vodafone’s Planet approach and
performance. This included an outline of how Vodafone activates
the strategy for different stakeholder groups, including consumers,
regulators and investors. Joakim Reiter presented on Vodafone’s
approach to reaching net zero carbon emissions by 2040, including
progress to date and some of the challenges.
– The Committee was joined by relevant senior representatives from
within Vodafone (Vodafone Group’s Marketing and Brand Director
and Device Operations Director and Vodafone Business’ Legal Director).
The discussion focused on Vodafone’s approach to building more of
a circular economy for devices and activating its Planet strategy for
consumers. The Committee were also updated on Vodafone’s carbon
enablement and ‘digital for green’ strategy.
– Hannes Ametsreiter (Vodafone Germany CEO) provided the
Committee with an overview of how Vodafone’s global Planet strategy
is implemented locally in Germany, through Vodafone Germany’s
‘GigaGreen’ programme.
Mapping of ESG topics
When establishing the ESG Committee and setting its remit, we
completed a mapping of all key ESG topics for Vodafone, to ensure
clarity on the role of the ESG Committee alongside the Board and
other relevant Committees. This is presented below, alongside further
details of each ESG topic.
Environment
Energy consumption and GHG emissions
Including energy sources, uses and targets
E
Read more
41
42
E-waste and other environmental topics
Including device and network waste, water and plastics
E
Environmental benefits from
products & services
E
Including carbon & resource efficiency enablement
Climate change risk management
Including alignment with TCFD recommendations
A E
Health and safety
B
Diversity & inclusion and
employee experience
B
Employee rights
Including collective bargaining, grievance mechanisms,
Speak Up, Fair Pay, and labour standards
AB
Responsible supply chain
Including labour standards and sourcing of minerals
B E
Human and digital rights
Including privacy regulations, right to privacy and
freedom of expression, and other human rights
A E
Socio-economic benefits from
products & services
E
Including digital inclusion
Governance
Mobile, masts and health
B
Security
Including cyber and other security topics
A B
Anti-bribery and corruption
A
Business conduct & ethics
Including taxation, business conduct and compliance
A
43
43
66
52
39
47
55
47
54
36
44
Read more
53
49
56
56
68
35
55
– The ESG Committee discussed Vodafone’s approach to FY22 year-end
Corporate governance
N
ESG reporting and assurance.
Key focus for the next year
The key areas of focus for the next year:
– Deep dives into Inclusion for All and Digital Society purpose pillars;
– Review of Vodafone’s approach to human rights, including associated
governance and reporting;
– Further understanding of operationalisation of ESG approach across
the business, with a focus on Vodacom; and
– Continuing to review progress of ESG strategy, including performance
against external targets and ESG indices and rankings.
A
B E
Reporting
Including Annual Report and Accounts, Modern Slavery
Statement and other voluntary ESG disclosures
Key
A
N
Audit and Risk Committee
Nominations and
Governance Committee
E
B
ESG Committee
Full Board
2. Social contract, which was a key growth lever for the Company
Social
Read more
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Governance (continued)
Focus during the year
The ESG Committee met twice during the year ended 31 March 2022.
The following provides a summary of the topics covered.
November 2021
– Approval of the Committees Terms of Reference, along with a
discussion on the purpose and expected remit of the ESG Committee.
– Joakim Reiter, Vodafone Group’s Chief External and Corporate Affairs
Officer, presented a paper on the annual overview of political, policy
and regulatory trends which had been provided to the Board of
Vodafone Group Plc at its July 2021 meeting. The paper outlined the
key impacts of the COVID-19 pandemic on the political and regulatory
environment and the accelerated changes in expectations on
businesses post-pandemic.
– Joakim Reiter and Vodafone Group’s Investor Relations Director
presented on Vodafone’s ESG approach. This outlined how Vodafone’s
approach to ESG was a core part of the corporate strategy and a driver
of commercial success. The discussion outlined how Vodafone’s ESG
approach brings together five key programmes:
1. Purpose and the actions Vodafone takes as part of the three
purpose pillars (Digital Society, Inclusion for All and Planet);
as a whole;
3. Responsible business practices, to ensure Vodafone operates
to the highest standards of integrity and ethics, ensuring that
Vodafone is ’Doing What’s Right’ towards employees, customers,
society and suppliers;
4. Transparency, including providing correct disclosures and
reporting as well as external positioning, engagement and
communication on all material ESG aspects; and
5. Measurement, as Vodafone’s performance is measured in
various ways covering different audiences and target groups.
March 2022
– Presentation to the Committee on Vodafone’s Planet approach and
performance. This included an outline of how Vodafone activates
the strategy for different stakeholder groups, including consumers,
regulators and investors. Joakim Reiter presented on Vodafone’s
approach to reaching net zero carbon emissions by 2040, including
progress to date and some of the challenges.
– The Committee was joined by relevant senior representatives from
Mapping of ESG topics
When establishing the ESG Committee and setting its remit, we
completed a mapping of all key ESG topics for Vodafone, to ensure
clarity on the role of the ESG Committee alongside the Board and
other relevant Committees. This is presented below, alongside further
details of each ESG topic.
Environment
Read more
41
42
Energy consumption and GHG emissions
E
Including energy sources, uses and targets
E-waste and other environmental topics
E
Including device and network waste, water and plastics
Environmental benefits from
products & services
E
Including carbon & resource efficiency enablement
Climate change risk management
A E
Including alignment with TCFD recommendations
Health and safety
B
Diversity & inclusion and
employee experience
B
Employee rights
AB
Including collective bargaining, grievance mechanisms,
Speak Up, Fair Pay, and labour standards
Responsible supply chain
B E
Including labour standards and sourcing of minerals
Human and digital rights
A E
Including privacy regulations, right to privacy and
freedom of expression, and other human rights
Socio-economic benefits from
products & services
E
Including digital inclusion
47
54
36
44
Read more
43
43
66
52
39
47
55
53
49
56
56
68
within Vodafone (Vodafone Group’s Marketing and Brand Director
Governance
and Device Operations Director and Vodafone Business’ Legal Director).
The discussion focused on Vodafone’s approach to building more of
a circular economy for devices and activating its Planet strategy for
consumers. The Committee were also updated on Vodafone’s carbon
enablement and ‘digital for green’ strategy.
– Hannes Ametsreiter (Vodafone Germany CEO) provided the
Committee with an overview of how Vodafone’s global Planet strategy
is implemented locally in Germany, through Vodafone Germany’s
Mobile, masts and health
B
Security
A B
Including cyber and other security topics
Anti-bribery and corruption
A
Business conduct & ethics
A
Including taxation, business conduct and compliance
– The ESG Committee discussed Vodafone’s approach to FY22 year-end
Corporate governance
N
‘GigaGreen’ programme.
ESG reporting and assurance.
Key focus for the next year
The key areas of focus for the next year:
– Deep dives into Inclusion for All and Digital Society purpose pillars;
– Review of Vodafone’s approach to human rights, including associated
governance and reporting;
– Further understanding of operationalisation of ESG approach across
the business, with a focus on Vodacom; and
– Continuing to review progress of ESG strategy, including performance
against external targets and ESG indices and rankings.
Reporting
A
B E
Including Annual Report and Accounts, Modern Slavery
35
55
Statement and other voluntary ESG disclosures
Key
A
N
Audit and Risk Committee
ESG Committee
E
B
Full Board
Nominations and
Governance Committee
Strategic report
Governance
Financials
Other information
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Financials
Other information
Remuneration Committee
Letter from the Remuneration
Committee Chairman
On behalf of the Board, I present our 2022
Directors’ Remuneration Report.
This report includes both our Policy Report (as approved by shareholders
at the 2020 AGM), and our 2022 Annual Report on Remuneration, which
sets out how our policy was implemented during the year under review,
and how it will be applied for the year ahead.
Activities during the year
During the last year, we have demonstrated consistent and sustainable
growth and have continued to deliver against our purpose and strategy,
keeping society connected during recent volatile and critical times.
As we start to move forward after the COVID-19 pandemic, we will
continue to support our people and in my role as Workforce Engagement
Lead I have heard how our response to the pandemic provided support
and clarity to our colleagues during this period. Our actions ensured that
no employees were furloughed whilst we also continued to run global
all-employee pay programmes, including the delivery of performance
related pay across our business. We also enhanced our working from
home capabilities and given we are able to meet and collaborate in
person again, we are moving to a flexible hybrid working policy which
blends the best of both home and office working.
Looking specifically at executive remuneration, in implementing the
current policy during the year the Committee has continued to consider
the experience of wider stakeholders when determining matters including
executive salaries, incentive outcomes, and package structures, with all
such decisions aligned with our shareholder approved Remuneration
Policy and the Committee’s principles. These principles aim to ensure
our pay arrangements drive the delivery of our strategy, are aligned with
performance, encourage shareholder alignment, and support our Fair Pay
principles – further details can be found online using the link at the top of
this page.
Alignment with our strategic framework
Ensuring our Remuneration Policy supports and drives our wider business
strategy remains a core focus of the Committee. Our vision is to become
a new generation connectivity and digital services provider for Europe and
Africa, which will enable an inclusive and sustainable digital society. We
are focused on growing our converged connectivity markets in Europe
and mobile data and payments in Africa, reflecting our three core
customer segments of Europe Consumer, Africa Consumer, and
Vodafone Business.
To enable us to meet this objective, our strategic priorities are to
become a simplified and efficient operator, to maintain our leading
gigabit networks, and to shape the digital society through our role in
influencing policy and regulation. These priorities require us to deliver
sustainable growth, leverage our scale to deliver efficiencies and value
creation, and to continue to optimise our portfolio.
The importance of our strategic framework is reflected in the inclusion
of the free cash flow measure in both our short-term and long-term
incentive plans, with cash generation remaining a key driver of value
creation in our business. Service revenue and adjusted EBIT also continue
to be important financial measures in our short-term incentive plan, both
for measuring the impact of our strategic growth initiatives and in helping
us deliver long-term value to our shareholders.
Our growth plan is built around deepening the trusted relationships with
consumers and business customers and the importance of customer
relationships is reflected in the inclusion of a customer appreciation
metric in our short-term incentive.
Scan or click to watch the Senior Independent Director
and Chair of the Remuneration Committee explain her
role: investors.vodafone.com/videos
Engagement during the year
It is the Committee’s strong belief that through constructive engagement
the relationship between the Committee and shareholders is mutually
beneficial. Our 2020 Policy Report was approved by over 96% of
shareholders, reflecting the importance and effectiveness of two-way
dialogue during such consultations.
The Committee remains satisfied that the current policy is operating
effectively. Our Remuneration Policy will next be reviewed ahead of
its submission for shareholder approval at the 2023 AGM following
the conclusion of its full three-year term. Shareholder consultation will
form an important part of the Committee’s review over the course of
the next year.
In terms of engaging the employee voice, as Workforce Engagement
Lead I attended meetings with both our European and South African
forums, with feedback and comments from the meetings subsequently
reported back directly to the Board. The key topics raised by employee
representatives this year focused on our Future Ready ways of working,
our response to COVID-19 and the progress on our Fair Pay agenda.
I would like to thank the representatives from both forums for inviting
me and for contributing to the discussions.
When looking at the feedback from these forums and our other
channels of engagement it is evident that our colleagues value the
open and regular updates the business has given throughout the year,
and the Board will ensure these continue in the year ahead.
Read more about our stakeholder engagement activities
on pages 14 to 15 of this Annual Report
Arrangements for 2023
Base salary and pension arrangements
The base salaries for both Executive Directors have been frozen since their
respective appointments in 2018.
As set out in last year’s Directors’ Remuneration Report, the Committee
agreed during the 2021 review that salary increases for both individuals
were warranted – however, given the context of COVID-19 and wider
budgetary restraint shown at leadership level it was decided that both
salaries would remain unchanged and that the position would be
reviewed again in 2022.
Following this year’s review the Committee concluded that in light of their
experience it was appropriate to increase the salaries of both Executive
Directors. The Committee discussed the matter in detail and, despite the
rationale for more significant adjustments, agreed that for 2022 the most
appropriate decision was for the increases to be aligned with the wider UK
workforce budget. The salaries for both Executive Directors will therefore
be increased by 3% effective from 1 July 2022.
The Committee is conscious of the importance of our executive
remuneration arrangements remaining fair and competitive and will
re-visit this topic again as part of the next review in 2023 to determine
if any further adjustments are required.
Pension arrangements for both Executive Directors will continue to
remain aligned with the wider UK workforce at 10% of base salary.
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Financials
Other information
Remuneration Committee (continued)
Annual bonus (‘GSTIP’)
At the January 2022 meeting, the Committee agreed that the performance
conditions and their respective weightings for 2023 should remain
unchanged from 2022.
The measures under the annual bonus of service revenue, adjusted free
cash flow, adjusted EBIT, and customer appreciation KPIs will continue to
be equally weighted at 25% for the 2023 plan.
Global long-term incentive (‘GLTI’)
The GLTI structure will also remain unchanged for 2023, in line with our
agreed normal policy. The measures under the long-term incentive will
continue to be weighted at 60% adjusted free cash flow, 30% relative
TSR and 10% ESG.
Read more
on pages 110 and 111
Performance outcomes during 2022
GSTIP performance (1 April 2021 – 31 March 2022)
Annual bonus performance during the year was measured against
both financial and strategic measures. The four measures were equally
weighted at 25% each, with financial metrics constituting service revenue,
adjusted EBIT and adjusted free cash flow whilst the strategic measure
was linked to customer appreciation KPIs. These KPIs covered metrics
including churn, revenue market share, and net promoter score.
Performance under both the financial performance measures and the
customer appreciation KPIs metrics was above the midpoint of the target
range. The combined performance resulted in an overall bonus payout
of 69.2% of maximum. Further details on performance can be found on
pages 100 and 101.
GLTI performance (1 April 2019 – 31 March 2022)
The 2020 GLTI award (granted June 2019) was subject to adjusted
free cash flow (2/3 of total award) and relative TSR (1/3 of total award)
performance. Both performance conditions were measured over the
three-year period ending 31 March 2022.
Remuneration at a glance
Final FCF performance finished below the mid-point of the range resulting
in 29.2% of the FCF element vesting. TSR performance was above the
median of the peer group resulting in vesting just above threshold
under this element. This resulted in an overall vesting percentage of
26.1% of maximum. Further details of this vesting calculation can be
found on pages 101 and 102.
Consideration of discretion
The Committee reviewed the appropriateness of the outcomes of
both the annual bonus and long-term incentive plan in light of both
the relevant performance targets and the wider financial and business
performance across the respective measurement periods. Outcomes
were reviewed against the wider employee experience during the
periods under review with the Committee noting that global employee
pay reviews, including the delivery of performance-related pay, had been
undertaken throughout the COVID-19 pandemic and was also scheduled
for later in 2022. It was agreed that the outcomes were appropriate and
that no adjustments were required.
Looking forward
Over the course of the next 12 months the Committee will be reviewing
the current Remuneration Policy ahead of its submission for approval at
the 2023 AGM in line with regulatory requirements and I look forward to
engaging with you, our shareholders, ahead of this date. As per previous
reviews, the Committee will ensure sufficient time is allocated for
consultation prior to the policy being finalised for approval.
The rest of this report sets out both our Policy Report, as approved at the
2020 AGM, and our Annual Report on Remuneration which sets out the
decisions and outcomes summarised in this letter in further detail.
Valerie Gooding
Chairman of the Remuneration Committee
17 May 2022
Component
2022 (year ending 31 March 2022)
2023 (year ending 31 March 2023)
Fixed pay
Base salary
Benefits
Pension
Annual bonus
GSTIP
Effective 1 July 2021:
Chief Executive: £1,050,000 (no increase).
Chief Financial Officer: £700,000 (no increase).
Effective 1 July 2022:
Chief Executive: £1,081,500 (3.0% increase)
Chief Financial Officer: £721,000 (3.0% increase)
Travel related benefits and private medical cover.
Travel related benefits and private medical cover.
Pension contribution of 10% of salary for all
Executive Directors.
Pension contribution of 10% of salary for all
Executive Directors.
Opportunity (% of salary):
Target: 100%/Maximum: 200%
Opportunity (% of salary):
Target: 100%/Maximum: 200%
Measures:
Service revenue (25%), adjusted EBIT (25%), adjusted FCF
(25%), and customer appreciation KPIs (25%).
Measures:
Service revenue (25%), adjusted EBIT (25%), adjusted FCF
(25%), and customer appreciation KPIs (25%).
Long-term incentive
GLTI
Opportunity (% of salary – maximum):
Chief Executive: 500%/Other Executive Directors: 450%
Opportunity (% of salary – maximum):
Chief Executive: 500%/Other Executive Directors: 450%
Measures:
Adjusted free cash flow (60%) , relative TSR (30%),
and ESG (10%).
Measures:
Adjusted free cash flow (60%) , relative TSR (30%),
and ESG (10%).
Performance/holding periods:
Three-year performance + two-year holding period.
Performance/holding periods:
Three-year performance + two-year holding period.
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Remuneration Committee (continued)
Strategic report
Governance
Financials
Other information
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Remuneration Policy
Strategic report
Governance
Financials
Other information
Annual bonus (‘GSTIP’)
Final FCF performance finished below the mid-point of the range resulting
At the January 2022 meeting, the Committee agreed that the performance
in 29.2% of the FCF element vesting. TSR performance was above the
conditions and their respective weightings for 2023 should remain
median of the peer group resulting in vesting just above threshold
unchanged from 2022.
under this element. This resulted in an overall vesting percentage of
26.1% of maximum. Further details of this vesting calculation can be
The measures under the annual bonus of service revenue, adjusted free
cash flow, adjusted EBIT, and customer appreciation KPIs will continue to
be equally weighted at 25% for the 2023 plan.
found on pages 101 and 102.
Consideration of discretion
Global long-term incentive (‘GLTI’)
The GLTI structure will also remain unchanged for 2023, in line with our
agreed normal policy. The measures under the long-term incentive will
continue to be weighted at 60% adjusted free cash flow, 30% relative
TSR and 10% ESG.
Read more
on pages 110 and 111
Performance outcomes during 2022
GSTIP performance (1 April 2021 – 31 March 2022)
Annual bonus performance during the year was measured against
both financial and strategic measures. The four measures were equally
weighted at 25% each, with financial metrics constituting service revenue,
adjusted EBIT and adjusted free cash flow whilst the strategic measure
was linked to customer appreciation KPIs. These KPIs covered metrics
including churn, revenue market share, and net promoter score.
Performance under both the financial performance measures and the
customer appreciation KPIs metrics was above the midpoint of the target
range. The combined performance resulted in an overall bonus payout
of 69.2% of maximum. Further details on performance can be found on
pages 100 and 101.
GLTI performance (1 April 2019 – 31 March 2022)
The 2020 GLTI award (granted June 2019) was subject to adjusted
free cash flow (2/3 of total award) and relative TSR (1/3 of total award)
performance. Both performance conditions were measured over the
three-year period ending 31 March 2022.
Remuneration at a glance
The Committee reviewed the appropriateness of the outcomes of
both the annual bonus and long-term incentive plan in light of both
the relevant performance targets and the wider financial and business
performance across the respective measurement periods. Outcomes
were reviewed against the wider employee experience during the
periods under review with the Committee noting that global employee
pay reviews, including the delivery of performance-related pay, had been
undertaken throughout the COVID-19 pandemic and was also scheduled
for later in 2022. It was agreed that the outcomes were appropriate and
that no adjustments were required.
Looking forward
Over the course of the next 12 months the Committee will be reviewing
the current Remuneration Policy ahead of its submission for approval at
the 2023 AGM in line with regulatory requirements and I look forward to
engaging with you, our shareholders, ahead of this date. As per previous
reviews, the Committee will ensure sufficient time is allocated for
consultation prior to the policy being finalised for approval.
The rest of this report sets out both our Policy Report, as approved at the
2020 AGM, and our Annual Report on Remuneration which sets out the
decisions and outcomes summarised in this letter in further detail.
Valerie Gooding
Chairman of the Remuneration Committee
17 May 2022
Component
2022 (year ending 31 March 2022)
2023 (year ending 31 March 2023)
Fixed pay
Base salary
Benefits
Pension
Annual bonus
GSTIP
Effective 1 July 2021:
Chief Executive: £1,050,000 (no increase).
Chief Financial Officer: £700,000 (no increase).
Effective 1 July 2022:
Chief Executive: £1,081,500 (3.0% increase)
Chief Financial Officer: £721,000 (3.0% increase)
Travel related benefits and private medical cover.
Travel related benefits and private medical cover.
Pension contribution of 10% of salary for all
Pension contribution of 10% of salary for all
Executive Directors.
Executive Directors.
Opportunity (% of salary):
Target: 100%/Maximum: 200%
Measures:
Opportunity (% of salary):
Target: 100%/Maximum: 200%
Measures:
Service revenue (25%), adjusted EBIT (25%), adjusted FCF
Service revenue (25%), adjusted EBIT (25%), adjusted FCF
(25%), and customer appreciation KPIs (25%).
(25%), and customer appreciation KPIs (25%).
Long-term incentive
GLTI
Opportunity (% of salary – maximum):
Opportunity (% of salary – maximum):
Chief Executive: 500%/Other Executive Directors: 450%
Chief Executive: 500%/Other Executive Directors: 450%
Measures:
and ESG (10%).
Measures:
and ESG (10%).
Adjusted free cash flow (60%) , relative TSR (30%),
Adjusted free cash flow (60%) , relative TSR (30%),
Performance/holding periods:
Performance/holding periods:
Three-year performance + two-year holding period.
Three-year performance + two-year holding period.
Remuneration Policy – notes to reader
No changes have been made to our policy since its approval at the 2020 Annual General Meeting which was held on 28 July 2020. Our approved
Policy Report is available on our website at vodafone.com, and has been reproduced below in the shaded boxes exactly as it was set out in the
2020 Annual Report. As such, some of the policy wording is now out of date; this includes references to the 2020 Annual General Meeting and
page number references.
Remuneration Policy
In this forward-looking section we describe our Remuneration Policy for the Board. This includes our considerations when determining policy,
a description of the elements of the reward package, including an indication of the potential future value of this package for each of the
Executive Directors, and the policy applied to the Chairman and Non-Executive Directors.
We will be seeking shareholder approval for our Remuneration Policy at the 2020 AGM and we intend to implement it at that point. A summary
and explanation of the proposed changes to the current Remuneration Policy is provided on page 100. Subject to approval, we will review our policy
each year to ensure that it continues to support our company strategy and if it is necessary to make a change to our policy within the next three years,
we will seek shareholder approval.
Considerations when determining our Remuneration Policy
Our remuneration principles which are outlined on page 97 guide the Remuneration Committee when making decisions on our policy and its
implementation. A critical consideration for the Remuneration Committee when determining our Remuneration Policy is to ensure that it supports
our company purpose, strategy, and business objectives.
A variety of stakeholder views are taken into account when determining executive pay, including those of our shareholders, colleagues, and external
bodies. Further details on how we engage with, and consider the views of, each of these stakeholders are set out on page 115.
In advance of submitting our policy for shareholder approval we ran a thorough consultation exercise with our major shareholders. We invited our top
20 shareholders and a number of key governance stakeholders to comment on remuneration at Vodafone and to provide feedback on the proposed
changes to the current policy which was approved at the 2017 AGM. A number of meetings between shareholders and the Remuneration Committee
Chairman took place during this consultation period. Further details of this consultation are provided on pages 97 and 98 whilst a summary of the
proposed changes to our current policy, which are incorporated in this revised Remuneration Policy report, is provided on page 100.
Listening to and consulting with our employees is very important and the Committee is supportive of the growing focus on engaging the employee
voice, which has accompanied recent changes to the UK Corporate Governance Code. Our engagement with colleagues can take different forms in
different markets but includes a variety of channels and approaches including our annual people survey which attracts very high levels of participation
and engagement, regular business leader Q&A sessions, and a number of internal digital communication platforms.
Our Senior Independent Director also undertakes an annual attendance at our European employee forum, and a similar body in South Africa, with any
questions or concerns raised by the employee representatives fed back directly to the Board for consideration and discussion.
We do not formally consult directly with employees on the executive Remuneration Policy nor is any fixed remuneration comparison measurement
used. However, when determining the policy for Executive Directors, the Remuneration Committee is briefed on pay and employment conditions of
employees in Vodafone Group as a whole, with particular reference to the market in which the executive is based. Further information on our approach
to remuneration for other employees is given on page 105.
Performance measures and targets
Our Company strategy and business objectives are the primary consideration when we are selecting performance measures for our incentive plans.
The targets within our incentive plans that are related to internal financial measures (such as revenue, profit and cash flow) are typically determined
based on our budgets. Targets for strategic and external measures (such as customer appreciation KPIs, ESG measures, and total shareholder
return (‘TSR’)) are set based on company objectives and in light of the competitive marketplace. The threshold and maximum levels of performance
are set to reflect minimum acceptable levels at threshold and very stretching levels at maximum.
As in previous Remuneration Reports we will disclose the details of our performance targets for our short and long-term incentive plans. However, our
annual bonus targets are commercially sensitive and therefore we will only disclose our targets in the Remuneration Report following the completion
of the financial year. We will normally disclose the targets for each long-term award in the Remuneration Report for the financial year preceding
the start of the performance period – where this is not possible, such targets will be disclosed at the time of grant and published in the next
Remuneration Report.
At the end of each performance period we review performance against the targets, using judgement to account for items such as (but not limited
to) mergers, acquisitions, disposals, foreign exchange rate movements, changes in accounting treatment, material one-off tax settlements etc.
The application of judgement is important to ensure that the final assessments of performance are fair and appropriate.
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Malus and clawback
In addition, the Remuneration Committee reviews the incentive plan results before any payments are made to executives or any shares vest and has
full discretion to adjust the final payment or vesting downwards if they believe circumstances warrant it. In particular, the Committee has the discretion
to use either malus or clawback as it sees appropriate. In the case of malus, the award may lapse wholly or in part, may vest to a lesser extent than it
would otherwise have vested or vesting may be delayed.
In the case of clawback, the Committee may recover bonus amounts that have been paid up to three years after the relevant payment date, or recover
share awards that have vested up to five years after the relevant grant date. The key trigger events for the use of the clawback arrangements include
material misstatement of performance, material miscalculation of performance condition outcomes, gross misconduct, and reputational damage.
Subject to approval of this Remuneration Policy, these arrangements will be applicable to all bonus amounts paid, or share awards granted, following
the 2020 AGM. The current clawback arrangements, which are set out in the Remuneration Policy approved by shareholders at the 2017 AGM, have
been applicable to all bonus amounts paid, or share awards granted, since the 2017 AGM.
The Remuneration Policy table
The table below summarises the main components of the reward package for Executive Directors.
Fixed pay: Base salary
Purpose and link
to strategy
To attract and retain the best talent
Operation
Salaries are usually reviewed annually and fixed for 12 months commencing 1 July. Decision is influenced by:
– level of skill, experience and scope of responsibilities of individual;
– business performance, scarcity of talent, economic climate and market conditions;
– increases elsewhere within the Group; and
– external comparator groups (which are used for reference purposes only) made up of companies of similar size
and complexity to Vodafone.
Opportunity
Average salary increases for existing Executive Committee members (including Executive Directors) will not normally
exceed average increases for employees in other appropriate parts of the Group. Increases above this level may be made
in specific situations. These situations could include (but are not limited to) internal promotions, changes to role, material
changes to the business and exceptional company performance.
Performance metrics
None.
Fixed pay: Pension
Purpose and link
to strategy
To remain competitive within the marketplace
Operation
– Executive Directors may choose to participate in the defined contribution pension scheme or to receive a cash allowance
in lieu of pension.
Opportunity
– The pension contribution or cash payment is equal to the maximum employer contribution available to our UK
employees under our Defined Contribution scheme (currently 10% of annual gross salary).
Performance metrics
None.
Fixed pay: Benefits
Purpose and link
to strategy
To aid retention and remain competitive within the marketplace
Operation
– Travel related benefits. This may include (but is not limited to) company car or cash allowance, fuel and access to a driver
where appropriate.
– Private medical, death and disability insurance and annual health checks.
– In the event that we ask an individual to relocate we would offer them support in line with Vodafone’s relocation or
international assignment policies. This may cover (but is not limited to) relocation, cost of living allowance, housing,
home leave, education support, tax equalisation and advice.
– Legal fees if appropriate.
– Other benefits are also offered in line with the benefits offered to other employees, for example, our all-employee share
plan, mobile phone discounts, maternity/paternity benefits, sick leave, paid holiday, etc.
Opportunity
– Benefits will be provided in line with appropriate levels indicated by local market practice in the country of employment.
– We expect to maintain benefits at the current level but the value of benefit may fluctuate depending on, amongst other
things, personal situation, insurance premiums and other external factors.
Performance metrics
None.
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Malus and clawback
In addition, the Remuneration Committee reviews the incentive plan results before any payments are made to executives or any shares vest and has
full discretion to adjust the final payment or vesting downwards if they believe circumstances warrant it. In particular, the Committee has the discretion
to use either malus or clawback as it sees appropriate. In the case of malus, the award may lapse wholly or in part, may vest to a lesser extent than it
would otherwise have vested or vesting may be delayed.
In the case of clawback, the Committee may recover bonus amounts that have been paid up to three years after the relevant payment date, or recover
share awards that have vested up to five years after the relevant grant date. The key trigger events for the use of the clawback arrangements include
material misstatement of performance, material miscalculation of performance condition outcomes, gross misconduct, and reputational damage.
Subject to approval of this Remuneration Policy, these arrangements will be applicable to all bonus amounts paid, or share awards granted, following
the 2020 AGM. The current clawback arrangements, which are set out in the Remuneration Policy approved by shareholders at the 2017 AGM, have
been applicable to all bonus amounts paid, or share awards granted, since the 2017 AGM.
The Remuneration Policy table
The table below summarises the main components of the reward package for Executive Directors.
Purpose and link
To attract and retain the best talent
Fixed pay: Base salary
to strategy
Operation
Salaries are usually reviewed annually and fixed for 12 months commencing 1 July. Decision is influenced by:
– level of skill, experience and scope of responsibilities of individual;
– business performance, scarcity of talent, economic climate and market conditions;
– increases elsewhere within the Group; and
– external comparator groups (which are used for reference purposes only) made up of companies of similar size
and complexity to Vodafone.
Opportunity
Average salary increases for existing Executive Committee members (including Executive Directors) will not normally
exceed average increases for employees in other appropriate parts of the Group. Increases above this level may be made
in specific situations. These situations could include (but are not limited to) internal promotions, changes to role, material
changes to the business and exceptional company performance.
Performance metrics
None.
Fixed pay: Pension
Purpose and link
To remain competitive within the marketplace
– Executive Directors may choose to participate in the defined contribution pension scheme or to receive a cash allowance
in lieu of pension.
Opportunity
– The pension contribution or cash payment is equal to the maximum employer contribution available to our UK
employees under our Defined Contribution scheme (currently 10% of annual gross salary).
Purpose and link
To aid retention and remain competitive within the marketplace
– Travel related benefits. This may include (but is not limited to) company car or cash allowance, fuel and access to a driver
where appropriate.
– Private medical, death and disability insurance and annual health checks.
– In the event that we ask an individual to relocate we would offer them support in line with Vodafone’s relocation or
international assignment policies. This may cover (but is not limited to) relocation, cost of living allowance, housing,
home leave, education support, tax equalisation and advice.
– Legal fees if appropriate.
– Other benefits are also offered in line with the benefits offered to other employees, for example, our all-employee share
plan, mobile phone discounts, maternity/paternity benefits, sick leave, paid holiday, etc.
Opportunity
– Benefits will be provided in line with appropriate levels indicated by local market practice in the country of employment.
– We expect to maintain benefits at the current level but the value of benefit may fluctuate depending on, amongst other
things, personal situation, insurance premiums and other external factors.
Performance metrics
None.
to strategy
Operation
to strategy
Operation
Performance metrics
None.
Fixed pay: Benefits
Annual bonus – Global Short-Term Incentive Plan (‘GSTIP’)
Purpose and link
to strategy
To drive behaviour and communicate the key priorities for the year.
To motivate employees and incentivise delivery of performance over the one year operating cycle.
The financial metrics drive our growth strategies whilst also focusing on improving operating efficiencies.
The strategic measures aim to ensure a great customer experience remains at the heart of what we do.
Operation
– Bonus levels and the appropriateness of measures and weightings are reviewed annually to ensure they continue to
support our strategy.
– Performance over the financial year is measured against stretching financial and non-financial performance targets set
at the start of the financial year.
– The annual bonus is usually paid in cash in June each year for performance over the previous year. A mandatory deferral
of 25% of post-tax bonus earned into shares for two years will normally apply except where an executive has met or
exceeded their share ownership requirement.
Opportunity
– Bonuses can range from 0–200% of base salary, with 100% paid for on-target performance. Maximum is only paid out for
exceptional performance.
Performance metrics
– Performance over each financial year is measured against stretching targets set at the beginning of the year.
– The performance measures normally comprise a mix of financial and strategic measures. Financial measures may
include (but are not limited to) profit, revenue and cash flow with a weighting of no less than 50%. Strategic measures
may include (but are not limited to) customer appreciation KPIs such as churn, revenue market share, and NPS.
Long-term incentive – Global Long-Term Incentive Plan (‘GLTI’)
Purpose and link
to strategy
Operation
To motivate and incentivise delivery of sustained performance over the long term.
To support and encourage greater shareholder alignment through a high level of personal share ownership.
The use of free cash flow as the principal performance measure ensures we apply prudent cash management
and rigorous capital discipline to our investment decisions.
The use of TSR along with a performance period of not less than three years means that we are focused on the
long-term interests of our shareholders.
– Award levels and the framework for determining vesting are reviewed annually.
– Long-term incentive awards consist of shares subject to performance conditions which are granted each year.
– Awards will normally vest not less than three years after the respective award grant date based on Group performance
against the performance metrics set out below. In exceptional circumstances, such as but not limited to where a delay to
the grant date is required, the Committee may set a vesting period of less than three years, although awards will continue
to be subject to a performance period of at least three years.
– All post-tax shares are subject to a mandatory two year holding from the date of vest prior to release.
– Dividend equivalents are paid in cash after the vesting date.
Opportunity
– Maximum long-term incentive face value at award of 500% of base salary for the Chief Executive and 450% for other
Executive Directors.
– Threshold long-term incentive face value at award is 20% of maximum opportunity. Minimum vesting is 0% of maximum
opportunity. Awards vest on a straight-line basis between threshold and maximum.
– The Committee has the discretion to reduce long-term incentive grant levels for Directors who have neither met their
shareholding guideline nor increased their shareholding by 100% of salary during the year.
– The awards that vest accrue cash dividend equivalents over the three year vesting period.
– Awards vest to the extent performance conditions are satisfied.
Performance metrics
– Performance is measured against stretching targets set at the time of grant.
– Vesting is determined based on the following measures: adjusted free cash flow as our operational performance
measure, relative TSR against a peer group of companies as our external performance measure, ESG as a measure of our
external impact and commitment to our purpose.
– Weightings will be determined each year and will normally constitute 60% on adjusted free cash flow, 30% on relative
total shareholder return, and 10% on ESG. The Committee will determine the actual weighting of an award prior to grant,
taking into account all relevant information.
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Remuneration Policy (continued)
Notes to the Remuneration Policy table
Existing arrangements
We will honour existing awards, incentives, benefits and contractual arrangements made to individuals prior to their promotion to the Board and/
or prior to the approval and implementation of this policy. For the avoidance of doubt this includes payments in respect of any award granted under
any previous Remuneration Policy. This will last until the existing incentives vest (or lapse) or the benefits or contractual arrangements no longer apply.
Long-term incentive (‘GLTI’)
When referring to our long-term incentive awards we use the financial year end in which the award was made. For example, the “2020 award”
was made in the financial year ending 31 March 2020. The awards are usually made in the first half of the financial year.
The extent to which awards vest depends on three performance conditions:
– underlying operational performance as measured by adjusted free cash flow;
– relative Total Shareholder Return (‘TSR’) against a peer group median; and
– performance against our Environmental, Social, and Governance (‘ESG’) targets.
Adjusted free cash flow
The free cash flow performance is based on the cumulative adjusted free cash flow figure over the performance period. The detailed targets and
the definition of adjusted free cash flow are determined each year as appropriate. The target adjusted free cash flow level is set by reference to
our long-range plan and market expectations. We consider the targets to be critical to the Company’s long-term success and its ability to maximise
shareholder value, and to be in line with the strategic goals of the Company. The Remuneration Committee sets these targets to be sufficiently
demanding with significant stretch where only outstanding performance will be rewarded with a maximum payout.
The cumulative adjusted free cash flow vesting levels as a percentage of the award subject to this performance element are shown in the table below
(with linear interpolation between points):
Performance
Below threshold
Threshold
Maximum
Vesting percentage
(% of FCF element)
0%
20%
100%
TSR outperformance of a peer group median
We have a limited number of appropriate peers and this makes the measurement of a relative ranking system volatile. As such, the outperformance of
the median of a peer group is felt to be the most appropriate TSR measure. The peer group for the performance condition is reviewed each year and
amended as appropriate.
The TSR vesting levels as a percentage of the award subject to this performance element are shown in the table below (with linear interpolation
between points):
Below median
Median
Percentage outperformance of the peer group median equivalent to 80th percentile
Vesting percentage
(% of TSR element)
0%
20%
100%
In order to determine the percentages for the equivalent outperformance levels above median, the Remuneration Committee seeks independent
external advice.
ESG performance
Our ESG targets will be set on an annual basis (as per the approach for our other performance measures), and will be aligned to our externally
communicated ambitions in this area. Where performance is below the agreed ambition, the Committee will use its discretion to assess vesting
based on performance against the stated ambition and any other relevant information.
Remuneration policy for other employees
While our remuneration policy follows the same fundamental principles across the Group, packages offered to employees reflect differences in
market practice in the different countries, role and seniority.
For example, the remuneration package elements for our Executive Committee are essentially the same as for the Executive Directors with
some minor differences, for example smaller levels of share awards and local variances where appropriate. The remuneration for the next level
of management, our senior leadership team, again follows the same principles with local and individual performance aspects in the annual bonus
targets and performance share awards. They also receive lower levels of share awards which are partly delivered in conditional share awards without
performance conditions.
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Estimates of total future potential remuneration from 2021 pay packages
The tables below provide estimates of the potential future remuneration for each of the Executive Directors based on the remuneration opportunity
to be granted in the 2021 financial year. Potential outcomes based on different performance scenarios are provided for each Executive Director.
The assumptions underlying each scenario are described below1.
Fixed
Consists of base salary, benefits and pension.
Base salary is at 1 July 2020.
Benefits are valued using the figures in the total remuneration for the 2020 financial year table on page 109 (of the 2020 report).
Pensions are valued by applying cash allowance rate of 10% of base salary at 1 July 2020.
Base
(£’000)
1,050
700
Benefits
(£’000)
42
22
Pension
(£’000)
105
70
Total fixed
(£’000)
1,197
792
Chief Executive
Chief Financial Officer
Based on what a Director would receive if performance was in line with plan.
The opportunity for the annual bonus (‘GSTIP’) is 100% of base salary under this scenario.
The opportunity for the long-term incentive (‘GLTI’) reflects assumed achievement mid-way between threshold and
maximum performance.
The maximum award opportunity for the GSTIP is 200% of base salary.
The maximum GLTI opportunity reflects full vesting based on the maximum award levels set out in this Remuneration Policy
(i.e. 500% of base salary for the Chief Executive and 450% of base salary for the Chief Financial Officer).
Long-term incentives consist of share awards only which are measured at face value i.e. no assumption for cash dividend
equivalents payable.
Mid-point
Maximum
All scenarios
Nick Read Chief Executive
£’000
Margherita Della Valle Chief Financial Officer
£’000
£5,397
£5,397
58%58%
20%20%
22%22%
Mid-point
£1,197
£1,197
Fixed
£8,547
£8,547
61%61%
25%25%
14%14%
Maximum
£11,172
£11,172
70%70%
19%19%
11%11%
Maximum
(assuming 50%
share price growth)
£3,382
£3,382
56%56%
21%21%
23%23%
Mid-point
£792£792
Fixed
£5,342
£5,342
59%59%
26%26%
15%15%
Maximum
£6,917
£6,917
68%68%
20%20%
12%12%
Maximum
(assuming 50%
share price growth)
Salary, Benefits, and Pension
Annual Bonus
Long-Term Incentive
Salary, Benefits, and Pension
Annual Bonus
Long-Term Incentive
Note:
1.
In line with UK reporting requirements, the fourth bar in each chart reflects the same assumptions as per the Maximum scenario but with an assumed share price increase of 50% (which subsequently
increases the hypothetical value of the long-term incentive under this scenario by the same percentage).
Recruitment remuneration
Our approach to recruitment remuneration is to pay no more than is necessary and appropriate to attract the right talent to the role.
The Remuneration Policy table (pages 103 and 104) sets out the various components which would be considered for inclusion in the remuneration
package for the appointment of an Executive Director. Any new Director’s remuneration package would include the same elements, and be subject to
the same constraints, as those of the existing Directors performing similar roles. This means a potential maximum bonus opportunity of 200% of base
salary and long-term incentive maximum face value of opportunity at award of 500% of base salary.
When considering the remuneration arrangements of individuals recruited from external roles to the Board, we will take into account the remuneration
package of that individual in their prior role. We only provide additional compensation to individuals for awards foregone. If necessary we will seek to
replicate, as far as practicable, the level and timing of such remuneration, taking into account also any remaining performance requirements applying
to it. This will be achieved by granting awards of cash or shares that vest over a timeframe similar to those forfeited and if appropriate based on
performance conditions. A commensurate reduction in quantum will be applied where it is determined that the new awards are either not subject
to performance conditions or subject to performance conditions that are not as stretching as those of the awards forfeited.
Service contracts of Executive Directors
Executive Directors contracts have rolling terms and are terminable on no more than 12 months’ notice.
The key elements of the service contract for executives relate to remuneration, payments on loss of office (see below), and restrictions during active
employment (and for 12 months thereafter). These restrictions include non-competition, non-solicitation of customers and employees etc.
Notes to the Remuneration Policy table
Existing arrangements
We will honour existing awards, incentives, benefits and contractual arrangements made to individuals prior to their promotion to the Board and/
or prior to the approval and implementation of this policy. For the avoidance of doubt this includes payments in respect of any award granted under
any previous Remuneration Policy. This will last until the existing incentives vest (or lapse) or the benefits or contractual arrangements no longer apply.
Long-term incentive (‘GLTI’)
When referring to our long-term incentive awards we use the financial year end in which the award was made. For example, the “2020 award”
was made in the financial year ending 31 March 2020. The awards are usually made in the first half of the financial year.
The extent to which awards vest depends on three performance conditions:
– underlying operational performance as measured by adjusted free cash flow;
– relative Total Shareholder Return (‘TSR’) against a peer group median; and
– performance against our Environmental, Social, and Governance (‘ESG’) targets.
Adjusted free cash flow
The free cash flow performance is based on the cumulative adjusted free cash flow figure over the performance period. The detailed targets and
the definition of adjusted free cash flow are determined each year as appropriate. The target adjusted free cash flow level is set by reference to
our long-range plan and market expectations. We consider the targets to be critical to the Company’s long-term success and its ability to maximise
shareholder value, and to be in line with the strategic goals of the Company. The Remuneration Committee sets these targets to be sufficiently
demanding with significant stretch where only outstanding performance will be rewarded with a maximum payout.
The cumulative adjusted free cash flow vesting levels as a percentage of the award subject to this performance element are shown in the table below
(with linear interpolation between points):
Vesting percentage
(% of FCF element)
0%
20%
100%
Vesting percentage
(% of TSR element)
0%
20%
100%
Performance
Below threshold
Threshold
Maximum
amended as appropriate.
between points):
Below median
Median
external advice.
ESG performance
TSR outperformance of a peer group median
We have a limited number of appropriate peers and this makes the measurement of a relative ranking system volatile. As such, the outperformance of
the median of a peer group is felt to be the most appropriate TSR measure. The peer group for the performance condition is reviewed each year and
The TSR vesting levels as a percentage of the award subject to this performance element are shown in the table below (with linear interpolation
Percentage outperformance of the peer group median equivalent to 80th percentile
In order to determine the percentages for the equivalent outperformance levels above median, the Remuneration Committee seeks independent
Our ESG targets will be set on an annual basis (as per the approach for our other performance measures), and will be aligned to our externally
communicated ambitions in this area. Where performance is below the agreed ambition, the Committee will use its discretion to assess vesting
based on performance against the stated ambition and any other relevant information.
Remuneration policy for other employees
market practice in the different countries, role and seniority.
While our remuneration policy follows the same fundamental principles across the Group, packages offered to employees reflect differences in
For example, the remuneration package elements for our Executive Committee are essentially the same as for the Executive Directors with
some minor differences, for example smaller levels of share awards and local variances where appropriate. The remuneration for the next level
of management, our senior leadership team, again follows the same principles with local and individual performance aspects in the annual bonus
targets and performance share awards. They also receive lower levels of share awards which are partly delivered in conditional share awards without
performance conditions.
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Financials
Other information
Remuneration Policy (continued)
Treatment of corporate events
All of the Company’s share plans contain provisions relating to a change of control. Outstanding awards and options would normally vest and become
exercisable on a change of control to the extent that any performance condition has been satisfied and pro-rated to reflect the acceleration of vesting,
unless the Committee determines otherwise.
In the event of a demerger, distribution (other than an ordinary dividend) or other transaction which would affect the current or future value of any
award, the Committee may allow awards to vest on the same basis as for a change of control described above. Alternatively, an adjustment may be
made to the number of shares if considered appropriate.
Payments for departing Executive Directors
In the table below we summarise the key elements of our policy on payment for loss of office. We will of course, always comply both with the relevant
plan rules and local employment legislation.
Provision
Policy
Notice period and
compensation for
loss of office in
service contracts
Treatment of annual
bonus (‘GSTIP’) on
termination under
plan rules
Treatment of unvested
long-term incentive
awards (‘GLTI’)
on termination
under plan rules
– 12 months’ notice from the Company to the Executive Director.
– Up to 12 months’ base salary (in line with the notice period). Notice period payments will either be made as normal
(if the executive continues to work during the notice period or is on gardening leave) or they will be made as monthly
payments in lieu of notice (subject to mitigation if alternative employment is obtained).
– The annual bonus will be pro-rated for the period of service during the financial year and will reflect the extent to which
Company performance has been achieved.
– The Remuneration Committee has discretion to reduce the entitlement to an annual bonus to reflect the individual’s
performance and the circumstances of the termination.
– An Executive Director’s award will vest in accordance with the terms of the plan and satisfaction of performance
conditions measured at the normal completion of the performance period, with the award pro-rated for the proportion
of the vesting period that had elapsed at the date of cessation of employment.
– The Remuneration Committee has discretion to vary the level of vesting as deemed appropriate, and in particular to
determine that awards should not vest for reasons which may include, at their absolute discretion, departure in case
of poor performance, departure without the agreement of the Board, or detrimental competitive activity.
Pension and benefits
– Generally pension and benefit provisions will continue to apply until the termination date.
– Where appropriate other benefits may be receivable, such as (but not limited to) payments in lieu of accrued holiday
and legal fees or tax advice costs in relation to the termination.
– Benefits of relative small value may continue after termination where appropriate, such as (but not limited to) mobile
phone provision.
In exceptional circumstances, an arrangement may be established specifically to facilitate the exit of a particular individual albeit that any such
arrangement would be made within the context of minimising the cost to the Group. We will only take such a course of action in exceptional
circumstances and where it is considered to be in the best interests of shareholders.
Chairman and Non-Executive Directors’ remuneration
Our policy is for the Chairman to review the remuneration of Non-Executive Directors annually following consultation with the Remuneration
Committee Chairman. Fees for the Chairman are set by the Remuneration Committee.
Element
Policy
Fees
– We aim to pay competitively for the role including consideration of the time commitment required. We benchmark the fees against
an appropriate external comparator group. We pay a fee to our Chairman which includes fees for chairmanship of any committees.
We pay a fee to each of our other Non-Executive Directors and they receive an additional fee if they chair a committee and/or
hold the position of Senior Independent Director. Non-executive fee levels are set within the maximum level as approved by
shareholders as part of our Articles of Association. We review the structure of fees from time to time and may, as appropriate, make
changes to the manner in which total fees are structured, including but not limited to any additional chair or membership fees.
Allowances
– Under a legacy arrangement, an allowance is payable each time certain non-Europe-based Non-Executive Directors are required
to travel to attend Board and committee meetings to reflect the additional time commitment involved.
Incentives
– Non-Executive Directors do not participate in any incentive plans.
Benefits
– Non-Executive Directors do not participate in any benefit plans. The Company does not provide any contribution to their
pension arrangements. The Chairman is entitled to the use of a car and a driver whenever and wherever he is providing
his services to or representing the Company. We have been advised that for Non-Executive Directors, certain travel and
accommodation expenses in relation to attending Board meetings should be treated as a taxable benefit therefore we also
cover the tax liability for these expenses.
Non-Executive Director letters of appointment
Non-Executive Directors are engaged on letters of appointment that set out their duties and responsibilities. The appointment of Non-Executive
Directors may be terminated without compensation. Non-Executive Directors are generally not expected to serve for a period exceeding nine years.
For further information refer to the Nominations and Governance Committee section of the Annual Report.
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Remuneration Policy (continued)
Strategic report
Governance
Financials
Other information
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Financials
Other information
Annual Report on Remuneration
Treatment of corporate events
unless the Committee determines otherwise.
All of the Company’s share plans contain provisions relating to a change of control. Outstanding awards and options would normally vest and become
exercisable on a change of control to the extent that any performance condition has been satisfied and pro-rated to reflect the acceleration of vesting,
In the event of a demerger, distribution (other than an ordinary dividend) or other transaction which would affect the current or future value of any
award, the Committee may allow awards to vest on the same basis as for a change of control described above. Alternatively, an adjustment may be
made to the number of shares if considered appropriate.
Payments for departing Executive Directors
plan rules and local employment legislation.
Provision
Policy
In the table below we summarise the key elements of our policy on payment for loss of office. We will of course, always comply both with the relevant
Notice period and
compensation for
loss of office in
service contracts
bonus (‘GSTIP’) on
termination under
plan rules
awards (‘GLTI’)
on termination
under plan rules
– 12 months’ notice from the Company to the Executive Director.
– Up to 12 months’ base salary (in line with the notice period). Notice period payments will either be made as normal
(if the executive continues to work during the notice period or is on gardening leave) or they will be made as monthly
payments in lieu of notice (subject to mitigation if alternative employment is obtained).
Treatment of annual
– The annual bonus will be pro-rated for the period of service during the financial year and will reflect the extent to which
Company performance has been achieved.
– The Remuneration Committee has discretion to reduce the entitlement to an annual bonus to reflect the individual’s
performance and the circumstances of the termination.
Treatment of unvested
– An Executive Director’s award will vest in accordance with the terms of the plan and satisfaction of performance
long-term incentive
conditions measured at the normal completion of the performance period, with the award pro-rated for the proportion
of the vesting period that had elapsed at the date of cessation of employment.
– The Remuneration Committee has discretion to vary the level of vesting as deemed appropriate, and in particular to
determine that awards should not vest for reasons which may include, at their absolute discretion, departure in case
of poor performance, departure without the agreement of the Board, or detrimental competitive activity.
Pension and benefits
– Generally pension and benefit provisions will continue to apply until the termination date.
– Where appropriate other benefits may be receivable, such as (but not limited to) payments in lieu of accrued holiday
and legal fees or tax advice costs in relation to the termination.
– Benefits of relative small value may continue after termination where appropriate, such as (but not limited to) mobile
phone provision.
In exceptional circumstances, an arrangement may be established specifically to facilitate the exit of a particular individual albeit that any such
arrangement would be made within the context of minimising the cost to the Group. We will only take such a course of action in exceptional
circumstances and where it is considered to be in the best interests of shareholders.
Chairman and Non-Executive Directors’ remuneration
Our policy is for the Chairman to review the remuneration of Non-Executive Directors annually following consultation with the Remuneration
Committee Chairman. Fees for the Chairman are set by the Remuneration Committee.
Element
Policy
Fees
– We aim to pay competitively for the role including consideration of the time commitment required. We benchmark the fees against
an appropriate external comparator group. We pay a fee to our Chairman which includes fees for chairmanship of any committees.
We pay a fee to each of our other Non-Executive Directors and they receive an additional fee if they chair a committee and/or
hold the position of Senior Independent Director. Non-executive fee levels are set within the maximum level as approved by
shareholders as part of our Articles of Association. We review the structure of fees from time to time and may, as appropriate, make
changes to the manner in which total fees are structured, including but not limited to any additional chair or membership fees.
Allowances
– Under a legacy arrangement, an allowance is payable each time certain non-Europe-based Non-Executive Directors are required
to travel to attend Board and committee meetings to reflect the additional time commitment involved.
Incentives
– Non-Executive Directors do not participate in any incentive plans.
Benefits
– Non-Executive Directors do not participate in any benefit plans. The Company does not provide any contribution to their
pension arrangements. The Chairman is entitled to the use of a car and a driver whenever and wherever he is providing
his services to or representing the Company. We have been advised that for Non-Executive Directors, certain travel and
accommodation expenses in relation to attending Board meetings should be treated as a taxable benefit therefore we also
cover the tax liability for these expenses.
Non-Executive Director letters of appointment
Non-Executive Directors are engaged on letters of appointment that set out their duties and responsibilities. The appointment of Non-Executive
Directors may be terminated without compensation. Non-Executive Directors are generally not expected to serve for a period exceeding nine years.
For further information refer to the Nominations and Governance Committee section of the Annual Report.
Remuneration Committee
In this section we give details of the composition of the Remuneration Committee and activities undertaken during the 2022 financial year.
The Committee’s function is to exercise independent judgement and consists only of the following independent Non-Executive Directors:
Chairman: Valerie Gooding
Committee members: Michel Demaré and Dame Clara Furse
The Committee regularly consults with Nick Read, the Chief Executive, and Leanne Wood, the Chief Human Resources Officer, on various matters relating
to the appropriateness of awards for Executive Directors and senior executives, though they are not present when their own compensation is discussed.
In addition, James Ludlow, the Group Reward and Policy Director, provides a perspective on information provided to the Committee, and requests
information and analysis from external advisers as required. Rosemary Martin, the Group General Counsel and Company Secretary, advises the Committee
on corporate governance guidelines and is Secretary to the Committee.
External advisers
The Remuneration Committee seeks and considers advice from independent remuneration advisers where appropriate. The appointed advisers, WTW,
were selected following a thorough process led by the Chairman of the Remuneration Committee at the time and were appointed by the Committee
in 2007. The Chairman of the Remuneration Committee has direct access to the advisers as and when required, and the Committee determines the
protocols by which the advisers interact with management in support of the Committee. The advice and recommendations of the external advisers
are used as a guide, but do not serve as a substitute for thorough consideration of the issues by each Committee member. Advisers attend Committee
meetings occasionally, as and when required by the Committee.
WTW is a member of the Remuneration Consultants’ Group and, as such, voluntarily operates under the Remuneration Consultants’ Group Code of
Conduct in relation to executive remuneration consulting in the UK. This is based upon principles of transparency, integrity, objectivity, competence, due
care and confidentiality by executive remuneration consultants. WTW has confirmed that it adheres to that Code of Conduct throughout the year for all
remuneration services provided to Vodafone and therefore the Committee is satisfied that it is independent and objective. The Remuneration Consultants’
Group Code of Conduct is available at remunerationconsultantsgroup.com.
Adviser
WTW
Appointed by
Remuneration
Committee
in 2007
Services provided to the Committee
Advice on market practice; governance;
provision of market data on executive
reward; reward consultancy; and
performance analysis.
Fees for services provided
to the Committee
£’0001
£195
Other services provided to the Company
Reward and benefits consultancy;
provision of benchmark data; outsourced
pension administration; and insurance
consultancy services.
Note:
1. Fees are determined on a time spent basis.
2020 Annual General Meeting – Remuneration Policy voting results
At the 2020 Annual General Meeting there was a binding vote on our Remuneration Policy. Details of the voting outcomes are provided in the table below.
Remuneration Policy
Votes for
17,195,227,349
%
96.41
Votes against
639,935,461
%
3.59
Total votes
17,835,162,810
Withheld
185,334,870
2021 Annual General Meeting – Remuneration Report voting results
At the 2021 Annual General Meeting there was an advisory vote on our Remuneration Report. Details of the voting outcomes are provided in the
table below.
Remuneration Report
Votes for
16,729,088,541
%
97.65
Votes against
402,218,134
%
2.35
Total votes
17,131,306,675
Withheld
25,262,861
Meetings
The Remuneration Committee had five formal meetings during the year. In addition, informal conference calls can also take place. Meeting attendance
can be found on page 68. The principal agenda items at the formal meetings were as follows:
Meeting
May 2021
Agenda items
– 2021 annual bonus achievement and 2022 targets/ranges
– 2019 long-term incentive award vesting and 2022 targets/ranges
– External market update
– 2021 Directors’ Remuneration Report
July 2021
– 2021 AGM update
November 2021
– External market update
January 2022
March 2022
– 2023 short-term incentive structure
– Share plan update
– Risk assessment of incentive plans
– Remuneration arrangements across Vodafone
– Committee’s terms of reference
– Share plan update
– Share plan update
– External market update
– Gender Pay Gap reporting
– Chairman and Non-Executive Director fee levels
– 2023 reward packages for the Executive Committee
– 2022 Directors’ Remuneration Report
100 Vodafone Group Plc
Annual Report 2022
Strategic report
Governance
Financials
Other information
Annual Report on Remuneration (continued)
2022 remuneration
In this section we summarise the pay packages awarded to our Executive Directors for performance in the 2022 financial year versus 2021. Specifically we
have provided a table that shows all remuneration that was earned by each individual during the year and computed a single total remuneration figure for
the year. The value of the annual bonus (‘GSTIP’) reflects what was earned in respect of the year but will be paid out in cash in the following year. Similarly
the value of the long-term incentive (‘GLTI’) reflects the share awards which will vest in June 2022 as a result of the performance through the three-year
period ended at the completion of our financial year on 31 March 2022.
Consideration of the use of discretion
The Remuneration Committee reviews all incentive awards prior to payment and uses judgement to ensure that the final assessments of performance are
fair and appropriate. If circumstances warrant it, the Committee may adjust the final payment or vesting.
The Committee reviewed incentive outcomes at the May 2022 meeting and considered the appropriateness of outcomes in light of wider financial and
business performance across the relevant measurement periods for both the short-term and long-term incentive plans. Outcomes were reviewed against
the wider employee experience during the periods under review with the Committee noting that global employee pay reviews, including the delivery of
performance-related pay, had been undertaken throughout the COVID-19 pandemic and was also scheduled for later in 2022. As such it was agreed that
the outcomes were appropriate and that no adjustments were required to either the short-term or long-term incentive outcomes this year.
Total remuneration for the 2022 financial year (audited)
Salary/fees
Taxable benefits1
Annual bonus: GSTIP (see below for further detail)
Total long-term incentive:
GLTI awards 2,3
GLTI dividends 4
Pension/cash in lieu of pension
Other5
Total
Total Fixed Remuneration
Total Variable Remuneration
2022
£’000
1,050
42
1,452
1,521
1,285
236
105
1
4,171
1,198
2,973
Nick Read
2021
£’000
1,050
32
1,301
1,062
888
174
105
1
3,551
1,188
2,363
2022
£’000
700
22
968
926
782
144
70
–
2,686
792
1,894
Margherita Della Valle
2021
£’000
700
21
867
646
540
106
70
–
2,304
791
1,513
Notes:
1. Taxable benefits include amounts in respect of: – Private healthcare (2022: Nick Read £2,189, Margherita Della Valle £2,153; 2021: Nick Read £2,683, Margherita Della Valle £2,153);
– Cash car allowance £19,200 p.a.; and
– Travel (2022: Nick Read £20,626, Margherita Della Valle £1,141; 2021: Nick Read £10,114, Margherita Della Valle £nil).
2. The share price used for the 2021 value, as set out in note 3 below, is lower than the award grant price. As such, no amount of the value shown in the 2021 column is attributable to share price
appreciation during the performance or vesting periods. The grant price of the award which vests on 26 June 2022 was 124.24 pence whilst the value in the 2022 column is calculated using the
average closing share price over the last quarter of the 2022 financial year of 126.61 pence. Therefore the values attributable to share price appreciation in respect of the 2020 GLTI vest for Nick Read
and Margherita Della Valle are £24k and £15k respectively.
3. The value shown in the 2021 column is the award which vested on 26 June 2021 in respect of Nick Read and Margherita Della Valle, and is valued using the execution share price on 26 June 2021
of 120.98 pence. The value shown in the 2022 column is the award which vests on 26 June 2022 and is valued using an average closing share price over the last quarter of the 2022 financial year of
126.61 pence.
4. Nick Read and Margherita Della Valle receive a cash award equivalent in value to the dividends that would have been paid during the vesting period on any shares that vest. The dividend value shown
in 2022 relates to awards vesting on 26 June 2022.
5. Reflects the value of the SAYE benefit which is calculated as £375 x 12 months x 20% to reflect the discount applied based on savings made during the year.
2022 annual bonus (‘GSTIP’) payout (audited)
In the table below we disclose our achievement against each of the performance measures and targets in our annual bonus (‘GSTIP’) and the resulting
total annual bonus payout level for the year ended 31 March 2022 of 69.2% of maximum. This is applied to the maximum bonus level of 200% of base
salary for each executive. Commentary on our performance against each measure is provided on the next page.
Performance measure
Service revenue
Adjusted EBIT
Adjusted free cash flow
Customer appreciation KPIs
Total annual bonus payout level
Payout at
maximum
performance
(% of salary)
50.0%
50.0%
50.0%
50.0%
200.0%
Actual payout
(% of salary)
35.5%
34.9%
39.9%
28.0%
138.3%
Actual payout
(% of overall
bonus
maximum)
17.8%
17.4%
20.0%
14.0%
69.2%
Threshold
performance
level
€bn
35.5
4.3
4.0
Target
performance
level
€bn
36.6
5.1
4.5
Maximum
Actual
performance
performance
level1
level
€bn
€bn
37.1
37.7
5.4
5.8
4.8
5.0
See overleaf for further details
Note:
These figures are adjusted for the impact of M&A, foreign exchange movements and any changes in accounting treatment.
100 Vodafone Group Plc
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Strategic report
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Financials
Other information
101 Vodafone Group Plc
Annual Report 2022
Strategic report
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Financials
Other information
Annual Report on Remuneration (continued)
2022 remuneration
In this section we summarise the pay packages awarded to our Executive Directors for performance in the 2022 financial year versus 2021. Specifically we
have provided a table that shows all remuneration that was earned by each individual during the year and computed a single total remuneration figure for
the year. The value of the annual bonus (‘GSTIP’) reflects what was earned in respect of the year but will be paid out in cash in the following year. Similarly
the value of the long-term incentive (‘GLTI’) reflects the share awards which will vest in June 2022 as a result of the performance through the three-year
period ended at the completion of our financial year on 31 March 2022.
Consideration of the use of discretion
The Remuneration Committee reviews all incentive awards prior to payment and uses judgement to ensure that the final assessments of performance are
fair and appropriate. If circumstances warrant it, the Committee may adjust the final payment or vesting.
The Committee reviewed incentive outcomes at the May 2022 meeting and considered the appropriateness of outcomes in light of wider financial and
business performance across the relevant measurement periods for both the short-term and long-term incentive plans. Outcomes were reviewed against
the wider employee experience during the periods under review with the Committee noting that global employee pay reviews, including the delivery of
performance-related pay, had been undertaken throughout the COVID-19 pandemic and was also scheduled for later in 2022. As such it was agreed that
the outcomes were appropriate and that no adjustments were required to either the short-term or long-term incentive outcomes this year.
Total remuneration for the 2022 financial year (audited)
Annual bonus: GSTIP (see below for further detail)
Salary/fees
Taxable benefits1
Total long-term incentive:
GLTI awards 2,3
GLTI dividends 4
Pension/cash in lieu of pension
Other5
Total
Notes:
Total Fixed Remuneration
Total Variable Remuneration
2022
£’000
1,050
42
1,452
1,521
1,285
236
105
1
4,171
1,198
2,973
Nick Read
2021
£’000
1,050
32
1,301
1,062
888
174
105
1
3,551
1,188
2,363
2022
£’000
700
22
968
926
782
144
70
–
2,686
792
1,894
Margherita Della Valle
2021
£’000
700
21
867
646
540
106
70
–
2,304
791
1,513
1. Taxable benefits include amounts in respect of: – Private healthcare (2022: Nick Read £2,189, Margherita Della Valle £2,153; 2021: Nick Read £2,683, Margherita Della Valle £2,153);
– Cash car allowance £19,200 p.a.; and
– Travel (2022: Nick Read £20,626, Margherita Della Valle £1,141; 2021: Nick Read £10,114, Margherita Della Valle £nil).
2. The share price used for the 2021 value, as set out in note 3 below, is lower than the award grant price. As such, no amount of the value shown in the 2021 column is attributable to share price
appreciation during the performance or vesting periods. The grant price of the award which vests on 26 June 2022 was 124.24 pence whilst the value in the 2022 column is calculated using the
average closing share price over the last quarter of the 2022 financial year of 126.61 pence. Therefore the values attributable to share price appreciation in respect of the 2020 GLTI vest for Nick Read
and Margherita Della Valle are £24k and £15k respectively.
3. The value shown in the 2021 column is the award which vested on 26 June 2021 in respect of Nick Read and Margherita Della Valle, and is valued using the execution share price on 26 June 2021
of 120.98 pence. The value shown in the 2022 column is the award which vests on 26 June 2022 and is valued using an average closing share price over the last quarter of the 2022 financial year of
4. Nick Read and Margherita Della Valle receive a cash award equivalent in value to the dividends that would have been paid during the vesting period on any shares that vest. The dividend value shown
126.61 pence.
in 2022 relates to awards vesting on 26 June 2022.
5. Reflects the value of the SAYE benefit which is calculated as £375 x 12 months x 20% to reflect the discount applied based on savings made during the year.
2022 annual bonus (‘GSTIP’) payout (audited)
In the table below we disclose our achievement against each of the performance measures and targets in our annual bonus (‘GSTIP’) and the resulting
total annual bonus payout level for the year ended 31 March 2022 of 69.2% of maximum. This is applied to the maximum bonus level of 200% of base
salary for each executive. Commentary on our performance against each measure is provided on the next page.
Performance measure
Service revenue
Adjusted EBIT
Adjusted free cash flow
Customer appreciation KPIs
Total annual bonus payout level
Note:
These figures are adjusted for the impact of M&A, foreign exchange movements and any changes in accounting treatment.
performance
(% of salary)
Actual payout
(% of salary)
Payout at
maximum
50.0%
50.0%
50.0%
50.0%
Actual payout
(% of overall
bonus
maximum)
17.8%
17.4%
20.0%
14.0%
69.2%
35.5%
34.9%
39.9%
28.0%
200.0%
138.3%
Threshold
Target
Maximum
performance
performance
performance
performance
level
€bn
35.5
4.3
4.0
level
€bn
36.6
5.1
4.5
level
€bn
37.7
5.8
5.0
See overleaf for further details
Actual
level1
€bn
37.1
5.4
4.8
Financial metrics
As set out in the table above, service revenue, free cash flow and EBIT finished above the midpoints of the respective target ranges reflecting strong
performance in markets such as South Africa, Egypt, Turkey and Portugal.
Customer appreciation KPIs
An assessment of performance under the customer appreciation KPIs measure was conducted on a market by market basis. Each market was assessed
against a number of different metrics which included:
– Churn – defined as total gross customer disconnections in the period divided by the average total customers in the period.
– Revenue market share – based on our total service revenue and that of our competitors in the markets we operate in.
– Net Promoter Score (‘NPS’) for both Consumer and Vodafone Business – defined as the extent to which our customers would recommend us.
All measures utilise data from our local markets which is collected and validated for quality and consistency by independent third-party agencies where
possible. Further details on our performance against each key metric is set out below.
Despite a backdrop of regulatory changes and intense competition, the business recorded good overall churn results with a year-on-year reduction in
mobile churn reflecting strong performance in Turkey, Italy, and the UK, despite less favourable performance in Germany and Spain. Aggressive market
conditions saw more pressure on our fixed churn results, particularly in Spain and Italy, albeit with overall results remaining relatively stable and a number
of markets, including Germany and the UK delivering positive performance.
Revenue market share improved in our four largest European markets with the gap to the local leader also reducing in these markets, with the exception
of Germany where our overall position remained broadly unchanged. Elsewhere our market position remained broadly stable with a number of markets
including South Africa gaining market share and/or reducing the gap to the leader.
Consumer NPS performance during the year saw us holding market leader or co-leader positions in several markets. Particularly strong performance was
recorded in Italy as well as Portugal and Ireland with generally good performance recorded elsewhere including in the UK and Turkey which retained their
second place position. Overall consumer NPS performance was offset by slightly weaker performance in Germany and Spain.
Business NPS performance remained strong during the year and we continue to hold market leader or co-leader positions in the majority of our markets
including the UK, Italy, Spain and South Africa. In the UK we regained co-leadership position, having lost the position last year due to competitive
conditions. In Germany and Turkey, we retained second place and continue to reduce the gap to our competitors.
It is within this context that overall performance against our customer appreciation KPIs metrics during the year was judged to be above the midpoint
of the target range. The aggregated performance for the Group is calculated on a revenue-weighted average to give an overall achievement. The overall
Group achievement for the year was 56.1% which reflects good consistent performance across a number of our largest markets including in particular the
UK, Italy, and South Africa.
Overall outcome
2022 annual bonus (‘GSTIP’) amounts
Nick Read
Margherita Della Valle
Base salary
£’000
1,050
700
Maximum bonus
% of base salary
200%
200%
2022 payout
% of maximum
69.2%
69.2%
Actual payment
£’000
1,452
968
Long-term incentive (‘GLTI’) award vesting in June 2022 (audited)
Vesting outcome
The 2020 long-term incentive (‘GLTI’) awards which were made to executives in June 2019 will vest at 26.1% of maximum in June 2022. The performance
conditions for the three-year period ending in the 2022 financial year are as follows:
Adjusted FCF performance – 2/3 of total award (€bn)
Below threshold
Threshold
Maximum
<15.85
15.85
19.55
TSR outperformance – 1/3 of total award
Below threshold
Threshold
Maximum
Below median
Median
8.50% p.a.
TSR peer group
BT Group
Deutsche Telekom
Liberty Global
MTN
Orange
Royal KPN
Telecom Italia
Telefónica
102 Vodafone Group Plc
Annual Report 2022
Strategic report
Governance
Financials
Other information
Annual Report on Remuneration (continued)
The adjusted free cash flow for the three-year period ended on
31 March 2022 was €16.8 billion and equates to vesting under
the FCF element of 29.2% of maximum.
The chart to the right shows that our TSR performance over
the three-year period ended on 31 March 2022 was above the
median of our comparator group and equates to vesting under
the TSR element of 20% of maximum.
When the weighting of each condition is applied to the respective
performance outcomes, this results in a calculated payout of 26.1%
of overall maximum.
The vesting impact of this outcome when applied to the number
of shares granted is set out in the table below.
2020 GLTI award: TSR performance
Growth in the value of a hypothetical US$100 holding
over the performance period, six month averaging
140
130
120
110
100
90
80
70
100
107
103
94
104
96
99
97
83
87
85
75
121
104
98
125
99
98
04/19
09/19
03/20
09/20
03/21
09/21
03/22
Vodafone Group
Median of peer group
Outperformance of
median 8.5% p.a.
2020 GLTI share awards subject to performance conditions vesting in June 2022
Nick Read
Margherita Della Valle
Maximum
number
of shares
Adjusted free cash
flow performance
payout
% of maximum
Relative TSR
performance payout
% of maximum
Weighted
performance payout
% of maximum
3,887,636
2,366,387
29.2%
29.2%
20.0%
20.0%
26.1%
26.1%
Number of
shares vesting
1,014,672
617,627
Value of
shares vesting
(’000)
£1,285
£782
Specified procedures are performed by our internal audit team over the adjusted free cash flow to assist with the Committee’s assessment of performance.
The performance assessment in respect of the TSR measure is undertaken by WTW. Details of how the plan works can be found in the Remuneration
Policy.
Long-term incentive (‘GLTI’) awarded during the year (audited)
The independent performance conditions for the 2022 long-term incentive awards made in August 2021, and subject to a three-year performance
period ending 31 March 2024, are adjusted free cash flow (60% of total award), relative TSR (30% of total award) and ESG (10% of total award)
performance as follows:
Adjusted FCF performance
(60% of total award)
Below threshold
Threshold
Maximum
TSR performance
(30% of total award)
Below threshold
Threshold
Maximum
TSR peer group
BT Group
Orange
Telefónica Deutschland
Adjusted FCF performance
(€bn)
<15.0
15.0
17.0
Vesting percentage
(% of FCF element)
0%
20%
100%
TSR outperformance
Below median
Median
8.50% p.a.
Vesting percentage
(% of TSR element)
0%
20%
100%
Deutsche Telekom
Royal KPN
Liberty Global
Telecom Italia
MTN
Telefónica
Annual Report on Remuneration (continued)
The adjusted free cash flow for the three-year period ended on
31 March 2022 was €16.8 billion and equates to vesting under
the FCF element of 29.2% of maximum.
The chart to the right shows that our TSR performance over
the three-year period ended on 31 March 2022 was above the
median of our comparator group and equates to vesting under
the TSR element of 20% of maximum.
When the weighting of each condition is applied to the respective
performance outcomes, this results in a calculated payout of 26.1%
of overall maximum.
The vesting impact of this outcome when applied to the number
of shares granted is set out in the table below.
2020 GLTI award: TSR performance
Growth in the value of a hypothetical US$100 holding
over the performance period, six month averaging
140
130
120
110
90
80
70
100
100
107
103
94
104
96
99
97
83
87
85
75
121
104
98
125
99
98
04/19
09/19
03/20
09/20
03/21
09/21
03/22
Vodafone Group
Median of peer group
Outperformance of
median 8.5% p.a.
2020 GLTI share awards subject to performance conditions vesting in June 2022
Maximum
number
of shares
3,887,636
2,366,387
Adjusted free cash
flow performance
Relative TSR
Weighted
payout
performance payout
performance payout
% of maximum
% of maximum
% of maximum
Number of
shares vesting
29.2%
29.2%
20.0%
20.0%
26.1%
26.1%
1,014,672
617,627
Value of
shares vesting
(’000)
£1,285
£782
Long-term incentive (‘GLTI’) awarded during the year (audited)
The independent performance conditions for the 2022 long-term incentive awards made in August 2021, and subject to a three-year performance
period ending 31 March 2024, are adjusted free cash flow (60% of total award), relative TSR (30% of total award) and ESG (10% of total award)
Adjusted FCF performance
Vesting percentage
(€bn)
(% of FCF element)
0%
20%
100%
0%
20%
100%
Vesting percentage
(% of TSR element)
<15.0
15.0
17.0
TSR outperformance
Below median
Median
8.50% p.a.
MTN
Telefónica
Deutsche Telekom
Royal KPN
Liberty Global
Telecom Italia
Nick Read
Margherita Della Valle
Policy.
performance as follows:
Adjusted FCF performance
(60% of total award)
Below threshold
Threshold
Maximum
TSR performance
(30% of total award)
Below threshold
Threshold
Maximum
TSR peer group
BT Group
Orange
Telefónica Deutschland
102 Vodafone Group Plc
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Governance
Financials
Other information
103 Vodafone Group Plc
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Governance
Financials
Other information
Purpose pillar
Planet
ESG metric for 2022 GLTI
Greenhouse gas reduction
Overall ambition
50% reduction from FY17
baseline by 2025
Baseline position for 2022 GLTI
37% reduction from FY17
baseline at 31 March 2021
Ambition for 2022 GLTI (10% of total award
60% reduction from FY17
baseline by 31 March 2024
Inclusion for All
Women in management
Digital Society /
Inclusion for All
M-Pesa connections
40% representation of
women in management
by 2030
Connect >50m people
and their families to
mobile money by 2025
32% representation of
women in management
at 31 March 2021
35% representation of
women in management
by 31 March 2024
48.3m connections
at 31 March 2021
68.2m connections
by 31 March 2024
The table below sets out the conditional awards of shares made to the Executive Directors in August 2021.
2022 GLTI performance share awards made in August 20211
Nick Read
Margherita Della Valle
Maximum
vesting level
(number of shares)
4,494,863
2,696,917
Maximum
vesting level
(face value2)
£5,250,000
£3,149,999
Proportion of
maximum award vesting at
minimum performance
1/5th
1/5th
Performance
period end
31 Mar 2024
31 Mar 2024
Notes:
1. GLTI awards were granted as conditional share awards over shares with a value equal to the percentages of salary referred to on page 92. Dividend equivalents on the shares that vest are paid in cash after
the vesting date.
2. Face value calculated based on the closing share price on 2 August 2021 (day immediately preceding the date of grant) of 116.8 pence.
Outstanding awards
The structure for awards made in November 2020 (vesting August 2023) and August 2021 (vesting August 2024) is set out on the previous page.
Further details on the structure of these awards, and relevant targets, can be found in the Annual Report on Remuneration of the relevant year.
Specified procedures are performed by our internal audit team over the adjusted free cash flow to assist with the Committee’s assessment of performance.
The performance assessment in respect of the TSR measure is undertaken by WTW. Details of how the plan works can be found in the Remuneration
All-employee share plans
During the year the Executive Directors were eligible to participate in the Vodafone Group Sharesave Plan which is open to all UK employees.
The Vodafone Sharesave Plan is an HM Revenue & Customs (‘HMRC’) approved scheme open to all staff permanently employed by a Vodafone company
in the UK as of the eligibility date. Options under the plan are granted at up to a 20% discount to market value. Executive Directors’ participation is included
in the option table on page 105.
Pensions (audited)
During the 2022 financial year Nick Read received a cash allowance of 10% of base salary. Margherita Della Valle accrued benefits under the defined
contribution pension plan of £3,999.96, with the remainder of her 10% of base salary pension benefit for the year delivered as a cash allowance.
Nick Read is a deferred member of the Vodafone Group Pension Scheme which closed to future accrual in 2010 before he was an Executive Director.
Margherita Della Valle has not participated in a Vodafone sponsored defined benefit scheme during her employment.
The Executive Directors are provided benefits in the event of death in service. In the event of ill health, an entitlement to benefit of 2/3 of base salary,
up to a maximum benefit determined by the insurer, may be provided up until State Pension Age. In respect of the Executive Committee members,
the Group has made aggregate contributions of £143,175 (2021: £194,955) into defined contribution pension schemes.
Alignment to shareholder interests (audited)
Current levels of ownership by the Executive Directors, and the date by which the goal should be or should have been achieved, are shown below.
Based on a share price of 126.61 pence, Nick Read is currently above, and Margherita Della Valle currently below, the respective shareholding
requirement. As shown in the charts below, both Executive Directors increased their shareholding levels during the year. Margherita Della Valle
joined the Board on 27 July 2018 and is expected to achieve her goal following the aforementioned vest of the 2020 GLTI.
At 31 March 2022
Nick Read
Margherita Della Valle
Nick Read
Actual holding
(number of shares)
4%
increase
4.6m4.6m 4.4m4.4m
Requirement
as a % of salary
500%
400%
Current %
of salary held
555%
328%
% of requirement
achieved
111%
82%
Number of
shares owned
4,604,134
1,814,284
Value of
shareholding
£5.8m
£2.3m
Date for requirement
to be achieved
July 2023
July 2023
Holding scenario
(% of salary)
Goal Deadline:
July 2023
Margherita Della Valle
Actual holding
(number of shares)
Holding scenario
(% of salary)
Goal Deadline:
July 2023
666%666%
555%555% 545%545%
500%500%
444%444%
1.8m
22%
increase
1.5m
400%
328%
394%394%
275% 262%262%
31/03
2022
31/03
2021
Goal Actual
31/03
2022
Actual
31/03
2021
Illustrative
20% SP
decrease
Illustrative
20% SP
increase
31/03
2022
31/03
2021
Goal Actual
31/03
2022
Actual
31/03
2021
Illustrative
20% SP
decrease
Illustrative
20% SP
increase
104 Vodafone Group Plc
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Financials
Other information
Annual Report on Remuneration (continued)
The shareholding requirements include a post employment condition whereby the Executive Directors will need to continue to hold shares equivalent to
the value of their requirement at the date of departure (or actual holding on departure if the requirement has not been reached during employment) for
a further two years post employment. The Committee has a number of processes in place to ensure this condition is met, including executives agreeing
to these terms prior to receiving an award, executives holding the majority of their shares (and at least up to the value of their requirement) in a Company
accessible account, and the Committee having the ability to lapse any unvested GLTI awards if the condition is not met.
Collectively the Executive Committee including the Executive Directors owned 27,921,648 Vodafone shares at 31 March 2022, with a value of over
£35.3 million. None of the Executive Committee members’ shareholdings amounts to more than 1% of the issued shares in that class of share, excluding
treasury shares.
Directors’ interests in the shares of the Company (audited)
A summary of interests in shares and scheme interests of the Directors who served during the year is given below. More details of the outstanding shares
subject to award and options are set out in the table below and on page 105.
At 31 March 2022
Executive Directors
Nick Read
Margherita Della Valle
Total
Total number
of interests in shares
(at maximum)1
Unvested with
performance conditions
(at target)
Unvested with
performance conditions
(at maximum)
SAYE
(unvested without
performance conditions)
Share options
17,203,287
9,399,605
26,602,892
6,773,988
4,077,914
10,851,902
12,585,861
7,585,321
20,171,182
13,292
–
13,292
Note:
1. This includes both owned shares and the maximum number of unvested share awards.
The total number of interests in shares includes interests of connected persons, unvested share awards and share options.
At 31 March 2022
Non-Executive Directors
Sanjiv Ahuja (position at retirement)
Sir Crispin Davis
Michel Demaré
Dame Clara Furse
Valerie Gooding
Renee James (position at retirement)
Deborah Kerr (appointed 1 March 2022)
Maria Amparo Moraleda Martinez
David Nish
Olaf Swantee (position at retirement)
Jean-François van Boxmeer
Note:
1. One ADR is equivalent to 10 ordinary shares.
Total number of interests in shares
14,000 (ADRs)1
34,500
100,000
150,000
28,970
27,272
12,000 (ADRs)1
30,000
107,018
220,000
323,380
At 17 May 2022, and during the period from 1 April 2022 to 17 May 2022, no Director had any interest in the shares of any subsidiary company. Other
than those individuals included in the tables above who were Board members at 31 March 2022, members of the Group’s Executive Committee at
31 March 2022 had an aggregate beneficial interest in 21,503,230 ordinary shares of the Company. At 17 May 2022, the Directors had an aggregate
beneficial interest in 7,312,286 ordinary shares of the Company and the Executive Committee members had an aggregate beneficial interest in
21,503,230 ordinary shares of the Company. None of the Directors or the Executive Committee members had an individual beneficial interest
amounting to greater than 1% of the Company’s ordinary shares.
Performance share awards
The maximum number of shares subject to outstanding awards that have been granted to Directors under the long-term incentive (‘GLTI’) plan are
currently as follows:
GLTI performance share awards
Nick Read
Margherita Della Valle
2020 award
Awarded: June 2019
Performance period ending: March 2022
Vesting date: June 2022
Share price at grant: 124.2 pence
3,887,636
2,366,387
2021 award
Awarded: November 2020
Performance period ending: March 2023
Vesting date: August 2023
Share price at grant: 124.9 pence
4,203,362
2,522,017
2022 award
Awarded: August 2021
Performance period ending: March 2024
Vesting date: August 2024
Share price at grant: 116.8 pence
4,494,863
2,696,917
Details of the performance conditions for the awards can be found on pages 101 to 103 or in the Remuneration Report from the relevant year.
104 Vodafone Group Plc
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Financials
Other information
105 Vodafone Group Plc
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Other information
Annual Report on Remuneration (continued)
Share options
The following information summarises the Executive Directors’ options under the HMRC approved Vodafone Group 2008 Sharesave Plan (‘SAYE’).
No other Directors have options under any schemes and, other than under the SAYE, no options have been granted since 2007. Options under the
SAYE were granted at a discount of 20% to the market value of the shares at the time of the grant. No other options may be granted at a discount.
At
1 April 2021
or date of
appointment
Number
of shares
Options
granted
during the
2022 financial
year
Number
of shares
Options
exercised
during the
2022 financial
year
Options
lapsed
during the
2022 financial
year
Options
held at
31 March 2022
Number
of shares
Number
of shares
Number
of shares
Option
price
Pence1
Date from
which
exercisable
Market
price on
exercise
Expiry date
Pence
Gain on
exercise
4,854
8,438
13,292
–
–
–
–
–
–
–
–
–
4,854
8,438
13,292
154.51
177.75
1 Apr 22
1 Sep 22
1 Oct 22
1 Mar 23
–
–
–
–
–
–
Grant date
2 Mar 17
14 Jul 17
Nick Read
SAYE
SAYE
Total
Note:
1. The closing trade share price on 31 March 2022 was 124.84 pence. The highest trade share price during the year was 142.42 pence and the lowest price was 106.94 pence.
At 17 May 2022 there had been no change to the Directors’ interests in share options from 31 March 2022. Other than the individual included
in the table above, at 17 May 2022 members of the Group’s Executive Committee held options for 25,241 ordinary shares at prices ranging from
102.6 pence to 111.7 pence per ordinary share, with a weighted average exercise price of 107.0 pence per ordinary share exercisable at dates
ranging from 1 September 2022 to 1 September 2023.
Margherita Della Valle, Hannes Ametsreiter, Aldo Bisio, Colman Deegan, Ahmed Essam, Alexandre Froment-Curtil, Shameel Joosub, Vinod Kumar,
Rosemary Martin, Serpil Timuray, and Johan Wibergh held no options at 17 May 2022.
Loss of office payments (audited)
Other than amounts already disclosed in prior year reports, no loss of office payments were made during the year.
Payments to past Directors (audited)
During the 2022 financial year Lord MacLaurin received benefit payments in respect of security costs as per his contractual arrangements. These costs
exceeded our de minimis threshold of £5,000 p.a. and, including the tax paid, were £23,679 (2021: £23,513).
Fees retained for external non-executive directorships
Executive Directors may hold positions in other companies as non-executive directors and retain the fees.
During the year ended 31 March 2022, Nick Read served as a non-executive director on the board of Booking Holdings Inc. where he retained fees
of US$462,571 (2021: US$277,389). Margherita Della Valle served as a non-executive director on the board of Reckitt Benckiser Group plc where she
retained fees of £115,563 (2021: £112,000).
2022 remuneration for the Chairman and Non-Executive Directors (audited)
The shareholding requirements include a post employment condition whereby the Executive Directors will need to continue to hold shares equivalent to
the value of their requirement at the date of departure (or actual holding on departure if the requirement has not been reached during employment) for
a further two years post employment. The Committee has a number of processes in place to ensure this condition is met, including executives agreeing
to these terms prior to receiving an award, executives holding the majority of their shares (and at least up to the value of their requirement) in a Company
accessible account, and the Committee having the ability to lapse any unvested GLTI awards if the condition is not met.
Collectively the Executive Committee including the Executive Directors owned 27,921,648 Vodafone shares at 31 March 2022, with a value of over
£35.3 million. None of the Executive Committee members’ shareholdings amounts to more than 1% of the issued shares in that class of share, excluding
treasury shares.
Directors’ interests in the shares of the Company (audited)
A summary of interests in shares and scheme interests of the Directors who served during the year is given below. More details of the outstanding shares
subject to award and options are set out in the table below and on page 105.
Total number
Unvested with
Unvested with
of interests in shares
performance conditions
performance conditions
(unvested without
(at maximum)1
(at target)
(at maximum)
performance conditions)
17,203,287
9,399,605
26,602,892
6,773,988
4,077,914
10,851,902
12,585,861
7,585,321
20,171,182
Share options
SAYE
13,292
–
13,292
1. This includes both owned shares and the maximum number of unvested share awards.
The total number of interests in shares includes interests of connected persons, unvested share awards and share options.
Total number of interests in shares
14,000 (ADRs)1
34,500
100,000
150,000
28,970
27,272
30,000
107,018
220,000
323,380
12,000 (ADRs)1
At 17 May 2022, and during the period from 1 April 2022 to 17 May 2022, no Director had any interest in the shares of any subsidiary company. Other
than those individuals included in the tables above who were Board members at 31 March 2022, members of the Group’s Executive Committee at
31 March 2022 had an aggregate beneficial interest in 21,503,230 ordinary shares of the Company. At 17 May 2022, the Directors had an aggregate
beneficial interest in 7,312,286 ordinary shares of the Company and the Executive Committee members had an aggregate beneficial interest in
21,503,230 ordinary shares of the Company. None of the Directors or the Executive Committee members had an individual beneficial interest
amounting to greater than 1% of the Company’s ordinary shares.
The maximum number of shares subject to outstanding awards that have been granted to Directors under the long-term incentive (‘GLTI’) plan are
2020 award
Awarded: June 2019
2021 award
Awarded: November 2020
2022 award
Awarded: August 2021
Performance period ending: March 2022
Performance period ending: March 2023
Performance period ending: March 2024
Vesting date: June 2022
Share price at grant: 124.2 pence
Vesting date: August 2023
Share price at grant: 124.9 pence
Vesting date: August 2024
Share price at grant: 116.8 pence
3,887,636
2,366,387
4,203,362
2,522,017
4,494,863
2,696,917
Details of the performance conditions for the awards can be found on pages 101 to 103 or in the Remuneration Report from the relevant year.
At 31 March 2022
Executive Directors
Nick Read
Margherita Della Valle
Total
Note:
At 31 March 2022
Non-Executive Directors
Sanjiv Ahuja (position at retirement)
Sir Crispin Davis
Michel Demaré
Dame Clara Furse
Valerie Gooding
Renee James (position at retirement)
Deborah Kerr (appointed 1 March 2022)
Maria Amparo Moraleda Martinez
David Nish
Olaf Swantee (position at retirement)
Jean-François van Boxmeer
Note:
1. One ADR is equivalent to 10 ordinary shares.
Performance share awards
currently as follows:
GLTI performance share awards
Nick Read
Margherita Della Valle
Chairman
Jean-François van Boxmeer
Senior Independent Director
Valerie Gooding
Non-Executive Directors
Sir Crispin Davis
Michel Demaré
Dame Clara Furse
Deborah Kerr (appointed 1 March 2022)
Maria Amparo Moraleda Martinez
David Nish
Former Non-Executive Directors
Sanjiv Ahuja (stepped down 27 July 2021)
Renee James (stepped down 27 July 2021)
Olaf Swantee (stepped down 25 September 2021)
Total
2022
£’000
668
174
124
116
118
11
138
150
Total
2021
£’000
297
165
116
115
115
–
115
141
38
41
21
1,599
116
115
–
1,295
18
9
9
1
3
1
1
10
–
3
–
55
–
–
1
–
–
–
–
1
1
–
–
3
38
38
21
1,544
115
115
–
1,292
Salary/fees
2021
£’000
2022
£’000
Benefits1
2021
£’000
2022
£’000
650
165
115
115
115
10
137
140
297
165
115
115
115
–
115
140
Note:
1. We have been advised that for Non-Executive Directors, certain travel and accommodation expenses in relation to attending Board meetings should be treated as a taxable benefit. The table above includes
these travel expenses and the corresponding tax contribution.
106 Vodafone Group Plc
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Strategic report
Governance
Financials
Other information
Annual Report on Remuneration (continued)
Pay in the wider context
Fair pay at Vodafone
As part of its review of executive remuneration arrangements, the Committee takes account of the pay policies in place across the wider business. This
includes considering the structure of remuneration offerings at each level of the business to ensure there is a strong rationale for how packages evolve
across the different levels of the organisation.
During the year the Committee reviewed the remuneration structure across the business, which included how our arrangements aligned with our strategy,
supported our purpose, and celebrated the Spirit of Vodafone. The update also set out the results of the latest annual fair pay review, including where
the key focus areas were and what actions had been agreed locally to implement any required adjustments. In addition to being a core principle of the
Committee, there is a clear culture in our business of ensuring we offer competitive and fair pay to all employees. Our approach across our business is
guided by the six principles set out below. Our commitment to these principles is reflected in how the UK based Living Wage Foundation has certified us
as an Accredited Living Wage employer.
1. Market competitive
The pay of our people is reflective of their skills, role and function and the external market.
We annually review the pay of each employee and actively manage any who fall below the market competitive range.
2. Free from discrimination
Our pay should not be affected by gender, age, disability, gender identity and expression, sexual orientation, race, ethnicity, cultural heritage or belief.
We annually compare the average position of our men and women against their market benchmark, grade and function to identify and understand any
differences, and take action if necessary.
3. Ensure a good standard of living
We work with the independent organisation, the Fair Wage Network, to assess how our pay compares to the ‘living wage’ in each of our markets because
we are committed to providing a good standard of living for our people and their families.
4. Share in our successes
All our people should have the opportunity to share in our success by being eligible to receive some form of performance related pay, e.g. a bonus, shares
or sales incentive.
5. Provide benefits for all
Our global standard is to offer all our people life insurance, parental leave and access to either Company or state provided healthcare and pension provision.
6. Open and transparent
We ensure that our people understand their pay. We do this through a series of user-friendly guides, webpages and an annual reward statement,
which help explain our people’s pay and outline the value of their core reward package.
In addition, they also receive monthly or weekly payslips and a payment schedule.
Click to read more about Fair Pay at Vodafone:
vodafone.com/fair-pay
Stakeholder engagement
The Committee considers all stakeholder groups when setting executive pay including:
Colleagues
The Committee is fully briefed on pay arrangements across the business to ensure any decisions on executive pay are made within our wider business
context and take into account wider employee pay conditions. We engage with our employees through a variety of means including employee forums,
interactive webinars (including with our executives), global Spirit Beat surveys and digital platforms – all of which give our people the chance to voice their
opinion on any area of interest – including all-employee and executive pay.
Shareholders
The Committee values the active participation of our shareholders during our consultations and fully considers all feedback as part of the review process.
Government
The Committee actively engages with external professional bodies and government departments when they issue consultations on proposed changes to
legislation or reporting guidelines.
Wider society
The Committee is fully aware that society remains concerned about the risk of excessive executive pay practices in the wider market. The Committee
believes that transparent reporting and active engagement in explaining both the operation of, and rationale for, executive pay decisions is key for
businesses to retain trust in this area.
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Annual Report on Remuneration (continued)
Pay in the wider context
Fair pay at Vodafone
As part of its review of executive remuneration arrangements, the Committee takes account of the pay policies in place across the wider business. This
includes considering the structure of remuneration offerings at each level of the business to ensure there is a strong rationale for how packages evolve
across the different levels of the organisation.
During the year the Committee reviewed the remuneration structure across the business, which included how our arrangements aligned with our strategy,
supported our purpose, and celebrated the Spirit of Vodafone. The update also set out the results of the latest annual fair pay review, including where
the key focus areas were and what actions had been agreed locally to implement any required adjustments. In addition to being a core principle of the
Committee, there is a clear culture in our business of ensuring we offer competitive and fair pay to all employees. Our approach across our business is
guided by the six principles set out below. Our commitment to these principles is reflected in how the UK based Living Wage Foundation has certified us
The pay of our people is reflective of their skills, role and function and the external market.
We annually review the pay of each employee and actively manage any who fall below the market competitive range.
UK Gender Pay Gap reporting
Each year we publish our UK Gender Pay Gap in line with the statutory UK methodology. The nature of the statutory calculation means the gap will
fluctuate year on year, influenced by changes in our business structure, Company performance and the percentage of men and women at all levels and
positions. The existence of a UK gender pay gap in our business is primarily a consequence of more men than women holding senior or specialist, and
therefore higher-paid, roles.
With our commitment to embed an inclusive culture, we continue our work to reduce the gap and have made good progress since the publication of
the first report in 2017. Our global programmes aim to support women across different roles, areas, and geographies of our business and will, over time,
reduce our specific UK Gender Pay Gap which this year was calculated as 9.6% – a decrease from our 2020 figure of 12.0%.
We have made significant progress over the last five years with the 2022 Bloomberg Gender-Equality Index recognising Vodafone as one of the top
companies globally in leading the way towards more equal, inclusive workplaces. We are proud of the progress we are making but recognise there is
more to be done.
Click to learn more about our initiatives, case studies, and key statistics on our dedicated UK Gender Pay Gap webpage at
vodafone.com/uk-gender-pay-gap
Relative spend on pay
The chart below shows both the dividends distributed in the year and the total cost of remuneration in the Group.
Our pay should not be affected by gender, age, disability, gender identity and expression, sexual orientation, race, ethnicity, cultural heritage or belief.
We annually compare the average position of our men and women against their market benchmark, grade and function to identify and understand any
€m
We work with the independent organisation, the Fair Wage Network, to assess how our pay compares to the ‘living wage’ in each of our markets because
we are committed to providing a good standard of living for our people and their families.
5,157
5,157
5,334
5,334
All our people should have the opportunity to share in our success by being eligible to receive some form of performance related pay, e.g. a bonus, shares
2,412
2,412
2,483
2,483
2022
2021
Distributed by way
of dividends
2021
2022
Overall expenditure on
remuneration for all employees
Read more details on dividends and expenditure on remuneration for all employees,
on pages 160 and 194 respectively
CEO pay ratio
The following table sets out our CEO pay ratio figures:
Year
2022
2021
2020
20191
CEO single figure
£4,171k
£3,551k
£3,529k
£4,359k
Method
Option B
Option B
Option B
Option B
25th percentile pay ratio
113:1
106:1
113.1
154:1
Median pay ratio
73:1
87:1
69.1
107:1
75th percentile pay ratio
48:1
42:1
45.1
56:1
Note:
1. The CEO single figure used in the calculation of the 2019 ratios reflects a blended figure for Vittorio Colao and Nick Read, recognising the change in incumbency for the role during this year.
The pay ratio figures in the above table are calculated using the following total pay and benefits information:
Year
2022
2021
2020
2019
Supporting information
Salary
Total pay and benefits
Salary
Total pay and benefits
Salary
Total pay and benefits
Salary
Total pay and benefits
25th percentile pay ratio
£31.7k
£36.9k
£30.0k
£33.5k
£28.0k
£31.3k
£23.1k
£28.3k
Median pay ratio
£47.1k
£57.5k
£37.1k
£41.0k
£42.8k
£51.1k
£36.4k
£40.8k
75th percentile pay ratio
£71.5k
£87.2k
£71.2k
£85.3k
£65.0k
£78.6k
£65.0k
£78.2k
The calculation methodology used reflects Option B as defined under the relevant regulations. In line with the relevant regulations this utilises the most
recently collected and disclosed data analysed within our Gender Pay Gap report, with employees at the three quartiles identified from this analysis and
their respective single figure values calculated.
To ensure this data accurately reflects individuals at such quartiles, the single figure values for individuals immediately above and below the identified
employee at each quartile within the Gender Pay Gap analysis were also reviewed.
In recent years our ratios have remained relatively consistent, reflecting how the single figures for both the Chief Executive and employees at the quartile
positions have remained stable when viewed over the period set out in the table above. In general we expect the ratios to be primarily driven by the
valuation of the long-term incentive that is included in the Chief Executive’s single figure for the year.
as an Accredited Living Wage employer.
1. Market competitive
2. Free from discrimination
differences, and take action if necessary.
3. Ensure a good standard of living
4. Share in our successes
or sales incentive.
5. Provide benefits for all
6. Open and transparent
Our global standard is to offer all our people life insurance, parental leave and access to either Company or state provided healthcare and pension provision.
We ensure that our people understand their pay. We do this through a series of user-friendly guides, webpages and an annual reward statement,
which help explain our people’s pay and outline the value of their core reward package.
In addition, they also receive monthly or weekly payslips and a payment schedule.
Click to read more about Fair Pay at Vodafone:
vodafone.com/fair-pay
The Committee considers all stakeholder groups when setting executive pay including:
Stakeholder engagement
Colleagues
The Committee is fully briefed on pay arrangements across the business to ensure any decisions on executive pay are made within our wider business
context and take into account wider employee pay conditions. We engage with our employees through a variety of means including employee forums,
interactive webinars (including with our executives), global Spirit Beat surveys and digital platforms – all of which give our people the chance to voice their
opinion on any area of interest – including all-employee and executive pay.
The Committee values the active participation of our shareholders during our consultations and fully considers all feedback as part of the review process.
The Committee actively engages with external professional bodies and government departments when they issue consultations on proposed changes to
The Committee is fully aware that society remains concerned about the risk of excessive executive pay practices in the wider market. The Committee
believes that transparent reporting and active engagement in explaining both the operation of, and rationale for, executive pay decisions is key for
Shareholders
Government
Wider society
legislation or reporting guidelines.
businesses to retain trust in this area.
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Annual Report on Remuneration (continued)
Change in remuneration for Directors and all employees
In line with regulatory requirements, the table below calculates the percentage change in Directors’ remuneration (salary, taxable benefits and annual
bonus payment) compared to the average remuneration for other Vodafone Group employees who are measured on comparable business objectives
and who have been employed in the UK since 2020 (2020 to 2021) and 2021 (2021 to 2022) (per capita). Vodafone has employees based all around
the world and some of these individuals work in countries with very high inflation; therefore Vodafone’s UK-based Group employees is deemed the most
appropriate employee group for this comparison.
Executive Directors
Nick Read
Margherita Della Valle
Non-Executive Directors
Jean-François van Boxmeer
Valerie Gooding
Sir Crispin Davis
Michel Demaré
Dame Clara Furse
Deborah Kerr (appointed 1 March 2022)
Maria Amparo Moraleda Martinez
David Nish
Former Non-Executive Directors
Sanjiv Ahuja (stepped down 27 July 2021)
Renee James (stepped down 3 November 2020)
Olaf Swantee (stepped down 25 September 2021)
Other Vodafone Group employees employed in the UK
Percentage change from 2021 to 2022
Percentage change from 2020 to 2021
Base Salary
Taxable benefits
Annual bonus
Base Salary
Taxable benefits
Annual bonus
0.0%
0.0%
118.9%
0.0%
0.0%
0.0%
0.0%
–
19.10%
0.0%
-67.0%
-67.0%
–
2.5%
31.3%
4.8%
–
–
800.0%
–
–
–
–
900.0%
-100.0%
–
–
0.3%
11.6%
11.6%
–
–
–
–
–
–
–
–
–
–
–
80.0%
0.0%
0.0%
–
0.0%
0.0%
0.0%
0.0%
–
0%
0.00%
0.0%
-13.5%
–
3.8%
-23.8%
-4.5%
–
-100.0%
-95.7%
-100.0%
-100.0%
–
-100.0%
-96.8%
-66.7%
-100.0%
–
0.2%
19.4%
19.3%
–
–
–
–
–
–
–
–
–
–
–
30.2%
The significant year-on-year increase in fees paid to Jean-François van Boxmeer reflects how the individual was appointed on 28 July 2020 and therefore
the 2021 fees figure used for the purpose of this calculation does not reflect a full year value. The percentage increase does not reflect an actual increase
in the fee payable to the Chairman which has remained unchanged since April 2018. Read more on pages 105 and 112.
Similarly, whilst some of the percentages within the ‘Taxable benefits’ column look significant, these actually reflect relatively small increases in value when
viewed on an absolute basis. The percentages also reflect how certain travel and accommodation expenses in relation to attending Board meetings were
lower than normal in 2021 due to the impact of COVID-19 on the ability to attend meetings in-person. Where an individual had no taxable benefit values
in 2021 it has not been possible to calculate a percentage for the table above. Further details on the actual values can be found on page 105.
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Annual Report on Remuneration (continued)
Change in remuneration for Directors and all employees
In line with regulatory requirements, the table below calculates the percentage change in Directors’ remuneration (salary, taxable benefits and annual
bonus payment) compared to the average remuneration for other Vodafone Group employees who are measured on comparable business objectives
and who have been employed in the UK since 2020 (2020 to 2021) and 2021 (2021 to 2022) (per capita). Vodafone has employees based all around
the world and some of these individuals work in countries with very high inflation; therefore Vodafone’s UK-based Group employees is deemed the most
appropriate employee group for this comparison.
Percentage change from 2021 to 2022
Percentage change from 2020 to 2021
Base Salary
Taxable benefits
Annual bonus
Base Salary
Taxable benefits
Annual bonus
Executive Directors
Nick Read
Margherita Della Valle
Non-Executive Directors
Jean-François van Boxmeer
Valerie Gooding
Sir Crispin Davis
Michel Demaré
Dame Clara Furse
Deborah Kerr (appointed 1 March 2022)
Maria Amparo Moraleda Martinez
David Nish
Former Non-Executive Directors
Sanjiv Ahuja (stepped down 27 July 2021)
Renee James (stepped down 3 November 2020)
Olaf Swantee (stepped down 25 September 2021)
31.3%
4.8%
11.6%
11.6%
118.9%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
–
19.10%
0.0%
-67.0%
-67.0%
–
2.5%
800.0%
900.0%
-100.0%
–
–
–
–
–
–
–
–
0.0%
0.0%
–
0.0%
0.0%
0.0%
0.0%
–
0%
0.00%
0.0%
-13.5%
–
3.8%
-23.8%
-4.5%
-100.0%
-95.7%
-100.0%
-100.0%
–
–
-100.0%
-96.8%
-66.7%
-100.0%
–
0.2%
19.4%
19.3%
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
Other Vodafone Group employees employed in the UK
0.3%
80.0%
30.2%
The significant year-on-year increase in fees paid to Jean-François van Boxmeer reflects how the individual was appointed on 28 July 2020 and therefore
the 2021 fees figure used for the purpose of this calculation does not reflect a full year value. The percentage increase does not reflect an actual increase
in the fee payable to the Chairman which has remained unchanged since April 2018. Read more on pages 105 and 112.
Similarly, whilst some of the percentages within the ‘Taxable benefits’ column look significant, these actually reflect relatively small increases in value when
viewed on an absolute basis. The percentages also reflect how certain travel and accommodation expenses in relation to attending Board meetings were
lower than normal in 2021 due to the impact of COVID-19 on the ability to attend meetings in-person. Where an individual had no taxable benefit values
in 2021 it has not been possible to calculate a percentage for the table above. Further details on the actual values can be found on page 105.
Assessing pay and performance
In the table below we summarise the Chief Executive’s single figure remuneration over the past 10 years, as well as how our variable pay plans have
paid out in relation to the maximum opportunity. This can be compared with the historic TSR performance over the same period. The chart below
shows the performance of the Company relative to the STOXX Europe 600 Index over a 10-year period. The STOXX Europe 600 Index was selected
as this is a broad-based index that includes many of our closest competitors. It should be noted that the TSR element of the 2020 GLTI is based on
the TSR performance shown in the chart on page 102 and not this chart.
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
169
168
163
147
172
173
150
145
141
137
100
116
113
240
220
123
124
183
114
160
95
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
10-year historical TSR performance
Growth in the value of a hypothetical
€100 holding over 10 years
Vodafone Group
STOXX Europe
600 index
Financial year remuneration
for Chief Executive
Annual Bonus
average 53%
LTI
average 37%
250
230
210
190
170
150
130
110
90
100
90
80
70
60
50
40
30
20
10
0
Single figure of total remuneration £’000
Annual bonus
(actual award versus max opportunity)
Long-term incentive
(vesting versus max opportunity)
2013
2014
2015
2016
2017
2018
11,099
8,014
2,810
5,224
6,332
7,389
2019
2,7401
/16192
2020
2021
2022
3,529
3,551
4,171
33%
44%
56%
58%
47%
64%
44%
52%
62%
69%
57%
37%
0%
23%
44%
67%
40%
50%
22%
26%
Notes:
1. Reflects the single figure in respect of Vittorio Colao for the period to 30 September 2018.
2. Reflects the single figure in respect of Nick Read for the period from 1 October 2018.
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Annual Report on Remuneration (continued)
2023 remuneration
Details of how the Remuneration Policy will be implemented for the 2023 financial year are set out below.
Prior to reviewing executive remuneration arrangements the Committee was fully briefed on remuneration arrangements elsewhere in the business.
This included a detailed discussion on the structure of remuneration offerings at each level of the business, how pay at these levels is determined,
and the findings of the latest annual Fair Pay review. The Committee also considered the external context and decisions made in relation to our wider
employee population.
The cumulative effect of these discussions was that the Committee was able to make decisions in respect of executive remuneration within the context
of the wider employee pay landscape within the business.21
2023 Base salaries
Neither the Chief Executive nor the Chief Financial Officer has received a salary increase since their appointment to their current roles in 2018. During the
March 2021 review, and as set out in the 2021 Directors’ Remuneration Report, the Committee agreed that increases for the Executive Directors were
warranted, but determined to keep both salaries unchanged given the context of COVID-19 and the budgetary restraint being shown for the wider
leadership team at the time. The Committee agreed it would review this position again in 2022.
As part of this year’s review, conducted in March 2022, the Committee reviewed executive remuneration arrangements against the following
comparator groups:
1. A EuroTop peer group constituting the top 25-75 European companies (excluding financial services companies) and a few other select companies
relevant to the telco sector; and
2. The FTSE 30 (excluding financial services companies).
Following the 2022 review the Committee concluded that in light of their experience it was appropriate to increase the salaries of both Executive Directors.
It was further agreed that despite the rationale for more significant adjustments, it was appropriate for the increases to be aligned with the wider UK workforce
budget. The salaries for both Executive Directors will therefore be increased by 3% effective from 1 July 2022 to the following levels:
– Chief Executive: Nick Read £1,081,500; and
– Chief Financial Officer: Margherita Della Valle £721,000.
Pension
Pension arrangements for both the Chief Executive and the Chief Financial Officer will remain unchanged at 10% of salary, in line with the maximum
employer contribution level for the wider UK population.
2023 Annual Bonus (‘GSTIP’)
Following its annual review of the GSTIP structure, the Committee agreed that the performance measures and associated weightings for the 2023 plan
should remain unchanged from 2022 as follows:
– Service revenue (25%);
– Adjusted EBIT (25%);
– Adjusted free cash flow (25%); and
– Customer appreciation KPIs (25%). This includes an assessment of churn, revenue market share and Net Promoter Score1 (‘NPS’).
Note:
1. The assessment of NPS utilises data collected in our local markets which is validated for quality and consistency by independent third party agencies.
Due to the potential impact on our commercial interests, annual bonus targets are considered commercially sensitive and therefore will be disclosed
in the 2023 Remuneration Report following the completion of the financial year.
Long-term incentive (‘GLTI’) awards for 2023
Awards for 2023 will be made in line with the arrangements described in our policy on pages 95 and 96. Vesting of the 2023 award will be subject
to adjusted free cash flow (60% of total award), relative TSR (30% of total award), and ESG (10% of total award) performance. Performance will be
measured over the three financial years ending 31 March 2025, and any net vested shares will be subject to an additional two-year holding period
(i.e. the ‘3+2’ model). It is anticipated that the final awards will be reviewed by the Committee at the July 2022 meeting and, subject to the Committee’s
approval, will be granted shortly afterwards.
Further details of the 2023 award targets are provided are on the following page.
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Annual Report on Remuneration (continued)
2023 remuneration
Details of how the Remuneration Policy will be implemented for the 2023 financial year are set out below.
Prior to reviewing executive remuneration arrangements the Committee was fully briefed on remuneration arrangements elsewhere in the business.
This included a detailed discussion on the structure of remuneration offerings at each level of the business, how pay at these levels is determined,
and the findings of the latest annual Fair Pay review. The Committee also considered the external context and decisions made in relation to our wider
The cumulative effect of these discussions was that the Committee was able to make decisions in respect of executive remuneration within the context
of the wider employee pay landscape within the business.21
employee population.
2023 Base salaries
Neither the Chief Executive nor the Chief Financial Officer has received a salary increase since their appointment to their current roles in 2018. During the
March 2021 review, and as set out in the 2021 Directors’ Remuneration Report, the Committee agreed that increases for the Executive Directors were
warranted, but determined to keep both salaries unchanged given the context of COVID-19 and the budgetary restraint being shown for the wider
leadership team at the time. The Committee agreed it would review this position again in 2022.
As part of this year’s review, conducted in March 2022, the Committee reviewed executive remuneration arrangements against the following
Adjusted free cash flow (60% of total award)
Reflecting internal timings on budget finalisation and the grant date, the Committee intends to approve the target range for the three year adjusted
free cash flow target at its July 2022 meeting. Details of the final range will be disclosed in the relevant market announcement at the time of grant and
published in the 2023 Directors’ Remuneration Report.
Relative TSR (30% of total award)
Following the annual review of the performance measures which included a review of analysis provided by the Committee’s external advisers,
the Committee determined that the TSR outperformance range for the 2023 award should be set at 8.50% p.a. at maximum.
The Committee further determined that the TSR peer group should remain unchanged for the 2023 award. Further details are set out in the tables below.
Relative TSR (30% of total award)
Below threshold
Threshold
Maximum
TSR peer group
BT Group
Royal KPN
TSR outperformance
Below median
Median
8.50% p.a.
Vesting (% of relative TSR element)
0.0%
20.0%
100.0%
Deutsche Telekom
Telecom Italia
Liberty Global
Telefónica
MTN
Telefónica Deutschland
Orange
1. A EuroTop peer group constituting the top 25-75 European companies (excluding financial services companies) and a few other select companies
Linear interpolation (i.e. straight-line vesting) occurs for performance between threshold and maximum.
ESG (10% of total award)
The table below sets out how performance under the ESG measure for the 2023 award will be assessed against three quantitative ambitions:
Purpose pillar
Planet
Metric for 2023 GLTI
Net zero
Overall ambition
Net zero under Scope 1 & 2
by 20301
Inclusion for All
Digital Society /
Inclusion for All
Female representation
in management
Financial inclusion
customers
40% representation of women
in management by 2030
>75m financial inclusion
customers by 2026
Note:
1. This carbon reduction ambition has been approved by the Science Based Targets initiative.
Baseline position for 2023 GLTI
46% reduction in Scope 1 & 2
emissions versus a FY20 baseline
at 31 March 2022
32% representation of women in
management at 31 March 2022
54.5m financial inclusion
customers at 31 March 2022
Ambition for 2023 GLTI (10% of total award)
80% reduction in Scope 1 & 2
emissions versus a FY20 baseline
by 31 March 2025
35% representation of women in
management by 31 March 2025
70.0m financial inclusion
customers by 31 March 2025
Each ambition for the 2023 award has been set by considering both our externally communicated targets and our internal progress as at 31 March 2022.
At the end of the performance period the Committee will assess achievement across the three metrics against the stated ambitions and determine vesting
under this element. Full disclosure of the rationale for the final vesting decision will be provided in the relevant Directors’ Remuneration Report.
Following the 2022 review the Committee concluded that in light of their experience it was appropriate to increase the salaries of both Executive Directors.
It was further agreed that despite the rationale for more significant adjustments, it was appropriate for the increases to be aligned with the wider UK workforce
budget. The salaries for both Executive Directors will therefore be increased by 3% effective from 1 July 2022 to the following levels:
comparator groups:
relevant to the telco sector; and
2. The FTSE 30 (excluding financial services companies).
– Chief Executive: Nick Read £1,081,500; and
– Chief Financial Officer: Margherita Della Valle £721,000.
Pension
employer contribution level for the wider UK population.
2023 Annual Bonus (‘GSTIP’)
should remain unchanged from 2022 as follows:
– Service revenue (25%);
– Adjusted EBIT (25%);
– Adjusted free cash flow (25%); and
Pension arrangements for both the Chief Executive and the Chief Financial Officer will remain unchanged at 10% of salary, in line with the maximum
Following its annual review of the GSTIP structure, the Committee agreed that the performance measures and associated weightings for the 2023 plan
– Customer appreciation KPIs (25%). This includes an assessment of churn, revenue market share and Net Promoter Score1 (‘NPS’).
Note:
1. The assessment of NPS utilises data collected in our local markets which is validated for quality and consistency by independent third party agencies.
Due to the potential impact on our commercial interests, annual bonus targets are considered commercially sensitive and therefore will be disclosed
in the 2023 Remuneration Report following the completion of the financial year.
Long-term incentive (‘GLTI’) awards for 2023
Awards for 2023 will be made in line with the arrangements described in our policy on pages 95 and 96. Vesting of the 2023 award will be subject
to adjusted free cash flow (60% of total award), relative TSR (30% of total award), and ESG (10% of total award) performance. Performance will be
measured over the three financial years ending 31 March 2025, and any net vested shares will be subject to an additional two-year holding period
(i.e. the ‘3+2’ model). It is anticipated that the final awards will be reviewed by the Committee at the July 2022 meeting and, subject to the Committee’s
approval, will be granted shortly afterwards.
Further details of the 2023 award targets are provided are on the following page.
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Annual Report on Remuneration (continued)
2023 remuneration for the Chairman and Non-Executive Directors
During the year, and following its establishment via Board approval in May 2021, it was agreed that the Chair of the newly formed ESG Committee would
receive an additional fee in line with those payable for other Committee Chairmanships.
Fees for our Chairman and Non-Executive Directors have been benchmarked against the FTSE 30 (excluding financial services companies). Following this
year’s review it was agreed that no changes will be made to the current fee levels, which are set out in the table below.
Position/role
Chairman1
Non-Executive Director
Additional combined fee for Senior Independent Director and Chairman of the Remuneration Committee
Additional fee for Chairmanship of Audit and Risk Committee
Additional fee for Chairmanship of ESG Committee
Note:
1. The Chairman’s fee also includes the fee for the Chairmanship of the Nominations and Governance Committee.
Fee payable
£’000
650
115
50
25
25
Further remuneration information
Dilution
All awards are made under plans that incorporate dilution limits as set out in the guidelines for share incentive schemes published by the
Investment Association. The current estimated dilution from subsisting executive awards is approximately 2.7% of the Company’s share capital at
31 March 2022 (2.6% at 31 March 2021), whilst from all-employee share awards it is approximately 0.3% (0.3% at 31 March 2021). This gives a total
dilution of 3.0% (2.9% at 31 March 2021).
Service contracts
The terms and conditions of appointment of our Directors are available for inspection at the Company’s registered office during normal business hours
and at the Annual General Meeting (for 15 minutes prior to the meeting and during the meeting). The Executive Directors have notice periods in their
service contracts of 12 months. The Non-Executive Directors’ letters of appointment do not contain provision for notice periods or for compensation if
their appointments are terminated.
This report on remuneration has been approved by the Board of Directors and signed on its behalf by:
Valerie Gooding
Chairman of the Remuneration Committee
17 May 2022
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Financials
Other information
113 Vodafone Group Plc
Annual Report 2022
Strategic report
Governance
Financials
Other information
Annual Report on Remuneration (continued)
Our US listing requirements
2023 remuneration for the Chairman and Non-Executive Directors
During the year, and following its establishment via Board approval in May 2021, it was agreed that the Chair of the newly formed ESG Committee would
receive an additional fee in line with those payable for other Committee Chairmanships.
As Vodafone’s American depositary shares are listed on NASDAQ Stock Market LLC (‘NASDAQ’), we are required to disclose a summary of any material
differences between the corporate governance practices we follow and those of US companies listed on NASDAQ. Vodafone’s corporate governance
practices are primarily based on UK requirements but substantially conform to those required of US companies listed on NASDAQ.
Fees for our Chairman and Non-Executive Directors have been benchmarked against the FTSE 30 (excluding financial services companies). Following this
The material differences are set out in the following table:
year’s review it was agreed that no changes will be made to the current fee levels, which are set out in the table below.
Position/role
Chairman1
Non-Executive Director
Additional combined fee for Senior Independent Director and Chairman of the Remuneration Committee
Additional fee for Chairmanship of Audit and Risk Committee
Additional fee for Chairmanship of ESG Committee
1. The Chairman’s fee also includes the fee for the Chairmanship of the Nominations and Governance Committee.
Further remuneration information
Note:
Dilution
All awards are made under plans that incorporate dilution limits as set out in the guidelines for share incentive schemes published by the
Investment Association. The current estimated dilution from subsisting executive awards is approximately 2.7% of the Company’s share capital at
31 March 2022 (2.6% at 31 March 2021), whilst from all-employee share awards it is approximately 0.3% (0.3% at 31 March 2021). This gives a total
dilution of 3.0% (2.9% at 31 March 2021).
Service contracts
The terms and conditions of appointment of our Directors are available for inspection at the Company’s registered office during normal business hours
and at the Annual General Meeting (for 15 minutes prior to the meeting and during the meeting). The Executive Directors have notice periods in their
service contracts of 12 months. The Non-Executive Directors’ letters of appointment do not contain provision for notice periods or for compensation if
their appointments are terminated.
This report on remuneration has been approved by the Board of Directors and signed on its behalf by:
Valerie Gooding
Chairman of the Remuneration Committee
17 May 2022
Fee payable
£’000
650
115
50
25
25
Board member independence
Committees
Code of Ethics and Code of Conduct
Quorum
Related party transactions
Shareholder approval
Different tests of independence for Board members are applied under the 2018 UK Corporate
Governance Code (the ‘Code’) and the NASDAQ listing rules. The Board is not required to take
into consideration NASDAQ’s detailed definitions of independence as set out in the NASDAQ listing
rules. The Board has carried out an assessment based on the independence requirements of the
Code and has determined that, in its judgement, each of Vodafone’s Non-Executive Directors is
independent within the meaning of those requirements.
The NASDAQ listing rules require US companies to have a nominations committee, an audit
committee and a compensation committee, each composed entirely of independent directors, with
the nominations committee and the audit committee each required to have a written charter which
addresses the committee’s purpose and responsibilities, and the compensation committee having
sole authority and adequate funding to engage compensation consultants, independent legal
counsel and other compensation advisers.
– Our Nominations and Governance Committee is chaired by the Chairman of the Board and its
other members are independent Non-Executive Directors.
– Our Remuneration Committee is composed entirely of independent Non-Executive Directors.
– Our Audit and Risk Committee is composed entirely of Non-Executive Directors, each
of whom (i) the Board has determined to be independent based on the independence
requirements of the Code and (ii) meets the independence requirements of the Securities
Exchange Act of 1934.
– We have terms of reference for our Nominations and Governance Committee, Audit and Risk
Committee and Remuneration Committee, each of which comply with the requirements of the
Code and are available for inspection on our website at vodafone.com/governance
– These terms of reference are generally responsive to the relevant NASDAQ listing rules, but may
not address all aspects of these rules.
Under the NASDAQ listing rules, US companies must adopt a Code of Conduct applicable to all
directors, officers and employees that complies with the definition of a ‘Code of Ethics’ set out in
section 406 of the Sarbanes-Oxley Act.
– We have adopted a Code of Ethics that complies with section 406 of the Sarbanes-Oxley Act
which is applicable only to the senior financial and principal executive officers.
Click to read our Code of Ethics
vodafone.com/governance
– We have also adopted a separate Code of Conduct which applies to all employees.
The quorum required for shareholder meetings, in accordance with our Articles of Association, is
two shareholders, regardless of the level of their aggregate share ownership, while US companies
listed on NASDAQ are required by the NASDAQ listing rules to have a minimum quorum of 33.33%
of the shareholders of ordinary shares for shareholder meetings.
In lieu of obtaining an independent review of related party transactions for conflicts of interests
in accordance with the NASDAQ listing rules, we seek shareholder approval for related party
transactions that (i) meet certain financial thresholds or (ii) have unusual features in accordance
with the Listing Rules issued by the Financial Conduct Authority (FCA) in the UK (the ‘Listing Rules’),
the Companies Act 2006 and our Articles of Association.
Further, we use the definition of a transaction with a related party as set out in the Listing Rules,
which differs in certain respects from the definition of related party transaction in the NASDAQ
listing rules.
When determining whether shareholder approval is required for a proposed transaction, we comply
with both the NASDAQ listing rules and the Listing Rules. Under the NASDAQ listing rules, whether
shareholder approval is required for a transaction depends on, among other things, the percentage
of shares to be issued or sold in connection with the transaction. Under the Listing Rules, whether
shareholder approval is required for a transaction depends on, among other things, whether the
size of a transaction exceeds a certain percentage of the size of the listed company undertaking
the transaction.
114 Vodafone Group Plc
Annual Report 2022
Directors’ report
Strategic report
Governance
Financials
Other information
The Directors of the Company present their report
together with the audited consolidated financial
statements for the year ended 31 March 2022.
Strategic Report
The Strategic Report is set out on pages 1-67 and is incorporated into this
Directors’ report by reference.
This report has been prepared in accordance with requirements outlined
within The Large and Medium-sized Companies and Groups (Accounts
and Reports) Regulations 2008 and forms part of the management report
as required under Disclosure Guidance and Transparency Rule (‘DTR’) 4.
Certain information that fulfils the requirements of the Directors’ report
can be found elsewhere in this document and is referred to below. This
information is incorporated into this Directors’ report by reference.
Vodafone Group plc is incorporated and domiciled in England and
Wales (registration number 1833679). The registered address of the
Company is Vodafone House, The Connection, Newbury, Berkshire,
RG14 2FN, England.
Responsibility statement
As required under the DTRs, a statement made by the Board regarding
the preparation of the financial statements is set out on pages 117-118
which also provides details regarding the disclosure of information to the
Company’s auditor and management’s report on internal control over
financial information.
Going concern
The going concern statement required by the Listing Rules and
the UK Corporate Governance Code (the ‘Code’) is set out in the
“Directors’ statement of responsibility” on page 118.
System of risk management and internal control
The Board is responsible for maintaining a risk management and internal
control system and for managing principal risks faced by the Group. Such
a system is designed to manage rather than eliminate business risks and
can only provide reasonable and not absolute assurance against material
mistreatment or loss. This is described in more detail in the Audit and Risk
Committee Report on pages 83-88.
The Board has implemented in full the FRC ‘Guidance on Risk
Management, Internal Control and related Financial and Business
Reporting’ for the year and to the date of this Annual Report. The
resulting procedures, which are subject to regular monitoring and review,
provide an ongoing process for identifying, evaluating and managing the
Company’s principal risks (which can be found on pages 59-65).
Corporate Governance Statement
The Corporate Governance Statement setting out how the Company
complies with the Code is set out on page 71. This includes a description of
the main features of our internal control and risk management arrangements
in relation to the financial reporting process. The information required by
DTR 7.2.6R can be found in the “Shareholder information” section on
pages 234-239. A description of the composition and operation of the
Board and its Committees including the Board Diversity Policy is set out
on page 75, pages 80-90 and page 99. The Code can be viewed in full
at frc.org.uk.
Directors and their interests
The Directors of the Company who served during the financial year
ended 31 March 2022 and up to the date of signing the financial
statements are as follows: Jean-François van Boxmeer, Nick Read,
Margherita Della Valle, Sir Crispin Davis, Michel Demaré, Dame Clara Furse,
Valerie Gooding, Deborah Kerr (appointed 1 March 2022), Maria Amparo
Moraleda Martinez and David Nish. Sanjiv Ahuja and Renee James
stepped down on 27 July 2021, and Olaf Swantee stepped down
on 25 September 2021. A summary of the rules related to the
appointment and replacement of Directors and Directors’ powers can
be found on page 236. Details of Directors’ interests in the Company’s
ordinary shares, options held over ordinary shares, interests in share
options and long-term incentive plans are set out on pages 93-112.
Directors’ conflicts of interest
Established within the Company is a procedure for managing and
monitoring conflicts of interest for Directors. Details of this procedure
are set out on page 81.
Directors’ indemnities
In accordance with our Articles of Association and to the extent permitted
by law, Directors are granted an indemnity from the Company in respect
of liability incurred as a result of their office. In addition, we maintained
a Directors’ and officers’ liability insurance policy throughout the year.
Neither our indemnity nor the insurance provides cover in the event
that a Director is proven to have acted dishonestly or fraudulently.
Disclosures required under Listing Rule 9.8.4
The information on the amount of interest capitalised and the treatment
of tax relief can be found in notes 5 and 6 to the consolidated financial
statements respectively. The remaining disclosures required by Listing
Rule 9.8.4 are not applicable to Vodafone.
Capital structure and rights attaching to shares
Ordinary shares of Vodafone Group Plc are traded on the London
Stock Exchange and in the form of American Depositary Shares (‘ADS’)
on NASDAQ.
ADSs, each representing 10 ordinary shares, are traded on NASDAQ
under the symbol ‘VOD’. The ADSs are evidenced by American
Depositary Receipts (‘ADR’) issued by J.P. Morgan, as depositary, under a
deposit agreement, dated 15 February 2022 between the Company, the
depositary and the holders from time to time of ADRs issued thereunder.
ADS holders are not shareholders in the Company but may instruct
J.P. Morgan on the exercise of voting rights relative to the number
of ordinary shares represented by their ADSs. See “Articles of
Association and applicable English law” and “Rights attaching
to the Company’s shares – Voting rights” on page 236.
114 Vodafone Group Plc
Annual Report 2022
Directors’ report
Strategic report
Governance
Financials
Other information
115 Vodafone Group Plc
Annual Report 2022
Strategic report
Governance
Financials
Other information
The Directors of the Company present their report
Strategic Report
together with the audited consolidated financial
statements for the year ended 31 March 2022.
This report has been prepared in accordance with requirements outlined
within The Large and Medium-sized Companies and Groups (Accounts
and Reports) Regulations 2008 and forms part of the management report
as required under Disclosure Guidance and Transparency Rule (‘DTR’) 4.
Certain information that fulfils the requirements of the Directors’ report
can be found elsewhere in this document and is referred to below. This
information is incorporated into this Directors’ report by reference.
Vodafone Group plc is incorporated and domiciled in England and
Wales (registration number 1833679). The registered address of the
Company is Vodafone House, The Connection, Newbury, Berkshire,
RG14 2FN, England.
Responsibility statement
As required under the DTRs, a statement made by the Board regarding
the preparation of the financial statements is set out on pages 117-118
which also provides details regarding the disclosure of information to the
Company’s auditor and management’s report on internal control over
financial information.
Going concern
The going concern statement required by the Listing Rules and
the UK Corporate Governance Code (the ‘Code’) is set out in the
“Directors’ statement of responsibility” on page 118.
System of risk management and internal control
The Board is responsible for maintaining a risk management and internal
control system and for managing principal risks faced by the Group. Such
a system is designed to manage rather than eliminate business risks and
can only provide reasonable and not absolute assurance against material
mistreatment or loss. This is described in more detail in the Audit and Risk
Committee Report on pages 83-88.
The Board has implemented in full the FRC ‘Guidance on Risk
Management, Internal Control and related Financial and Business
Reporting’ for the year and to the date of this Annual Report. The
Corporate Governance Statement
The Corporate Governance Statement setting out how the Company
complies with the Code is set out on page 71. This includes a description of
the main features of our internal control and risk management arrangements
in relation to the financial reporting process. The information required by
DTR 7.2.6R can be found in the “Shareholder information” section on
pages 234-239. A description of the composition and operation of the
Board and its Committees including the Board Diversity Policy is set out
on page 75, pages 80-90 and page 99. The Code can be viewed in full
at frc.org.uk.
The Strategic Report is set out on pages 1-67 and is incorporated into this
Directors’ report by reference.
Directors and their interests
The Directors of the Company who served during the financial year
ended 31 March 2022 and up to the date of signing the financial
statements are as follows: Jean-François van Boxmeer, Nick Read,
Margherita Della Valle, Sir Crispin Davis, Michel Demaré, Dame Clara Furse,
Valerie Gooding, Deborah Kerr (appointed 1 March 2022), Maria Amparo
Moraleda Martinez and David Nish. Sanjiv Ahuja and Renee James
stepped down on 27 July 2021, and Olaf Swantee stepped down
on 25 September 2021. A summary of the rules related to the
appointment and replacement of Directors and Directors’ powers can
be found on page 236. Details of Directors’ interests in the Company’s
ordinary shares, options held over ordinary shares, interests in share
options and long-term incentive plans are set out on pages 93-112.
Directors’ conflicts of interest
Established within the Company is a procedure for managing and
monitoring conflicts of interest for Directors. Details of this procedure
are set out on page 81.
Directors’ indemnities
In accordance with our Articles of Association and to the extent permitted
by law, Directors are granted an indemnity from the Company in respect
of liability incurred as a result of their office. In addition, we maintained
a Directors’ and officers’ liability insurance policy throughout the year.
Neither our indemnity nor the insurance provides cover in the event
that a Director is proven to have acted dishonestly or fraudulently.
Disclosures required under Listing Rule 9.8.4
The information on the amount of interest capitalised and the treatment
of tax relief can be found in notes 5 and 6 to the consolidated financial
statements respectively. The remaining disclosures required by Listing
Rule 9.8.4 are not applicable to Vodafone.
Capital structure and rights attaching to shares
Ordinary shares of Vodafone Group Plc are traded on the London
ADSs, each representing 10 ordinary shares, are traded on NASDAQ
under the symbol ‘VOD’. The ADSs are evidenced by American
Depositary Receipts (‘ADR’) issued by J.P. Morgan, as depositary, under a
deposit agreement, dated 15 February 2022 between the Company, the
depositary and the holders from time to time of ADRs issued thereunder.
ADS holders are not shareholders in the Company but may instruct
J.P. Morgan on the exercise of voting rights relative to the number
of ordinary shares represented by their ADSs. See “Articles of
Association and applicable English law” and “Rights attaching
to the Company’s shares – Voting rights” on page 236.
resulting procedures, which are subject to regular monitoring and review,
Stock Exchange and in the form of American Depositary Shares (‘ADS’)
provide an ongoing process for identifying, evaluating and managing the
on NASDAQ.
Company’s principal risks (which can be found on pages 59-65).
All information relating to the Company’s capital structure, rights
attaching to shares, dividends, the policy to repurchase the Company’s
own shares, details of Company share repurchases and details of other
shareholder information is contained on pages 32-33 and pages 234-239.
Change of control
Details of change of control provisions in the Company’s revolving credit
facilities are set out in note 22 “Capital and financial risk management”.
Information on agreements between the Company and its Directors
providing for compensation for loss of office of employment (including
details of change of control provisions in share schemes) is set out on
pages 97-98. Subject to that, there are no agreements between the
Company and its employees providing for compensation for loss of
office or employment that occurs because of a takeover bid.
Dividends
Full details of the Company’s dividend policy and proposed final dividend
payment for the year ended 31 March 2022 are set out on page 33 and
note 9 to the consolidated financial statements.
Sustainability
Information about the Company’s approach to sustainability risks and
opportunities is set out on pages 34-57. Details of our greenhouse gas
emissions are also included on these pages.
Political donations
No political donations or contributions to political parties under
the Companies Act 2006 have been made during the financial year.
The Group policy is that no political donations be made or political
expenditure incurred.
Financial risk management objectives and policies
Disclosures relating to financial risk management objectives and
policies, including our policy for hedging are set out in note 22 to the
consolidated financial statements and disclosures relating to exposure
to credit risk, liquidity risk and market risk are outlined in note 22.
Important events since the end of the financial year
There were no important events affecting the Company which have
occurred since the end of the financial year.
Future developments within the Group
The Strategic Report contains details of likely future developments within
the Group.
Group policy compliance
Each Group policy is owned by a member of the Executive Committee so
that there is clear accountability and authority for ensuring the associated
business risk is adequately managed. Regional Chief Executives and the
Senior Leadership Team member responsible for each Group function
have primary accountability for ensuring compliance with all Group
policies by all our markets and entities.
Our Group compliance team and policy champions support the policy
owners and local markets in implementing policies and monitoring
compliance. All of the key Group policies have been consolidated into
the Vodafone Code of Conduct which applies to all employees and
those who work for or on behalf of Vodafone. It sets out the standards
of behaviour expected in relation to areas such as insider dealing,
bribery and raising concerns through the whistle blowing process
(known internally as ‘Speak Up’).
Read more
on page 47
Branches
The Group, through various subsidiaries, has branches in a number of
different jurisdictions in which the business operates. Further details are
included in note 31.
Employee disclosures
Vodafone is an inclusive employer and diversity is important to us.
We give full and fair consideration to applications for employment by
disabled persons and the continued employment of anyone incurring
a disability while employed by us. Training, career development and
promotion opportunities are equally applied for all our employees,
regardless of disability. Our disclosures relating to the employment of
women in senior management roles, diversity, employee engagement
and policies are set out on page 14, pages 39 and 40, page 78 and
page 81.
By order of the Board
Rosemary Martin
Group General Counsel and Company Secretary
17 May 2022
116 Vodafone Group Plc
Annual Report 2022
Strategic report
Governance
Financials
Other information
Reporting on our financial performance
Additional disclosures
199 27. Acquisitions and disposals
200 28. Commitments
200 29. Contingent liabilities and legal proceedings
204 30. Related party transactions
205 31. Related undertakings
214 32. Subsidiaries exempt from audit
215 Company financial statements of
Vodafone Group Plc
215 Company statement of financial position of Vodafone Group Plc
216 Company statement of changes in equity of Vodafone Group Plc
217 Notes to the Company financial statements
217 1. Basis of preparation
219 2. Fixed assets
220 3. Debtors
220 4. Other investments
220 5. Creditors
221 6. Called up share capital
221 7. Share-based payments
221 8. Reserves
222 9. Equity dividends
222 10. Contingent liabilities and legal proceedings
222 11. Other matters
223 Non-GAAP measures (unaudited information)
233 Additional information (unaudited information)
Index
117 Directors’ statement of responsibility
119 Independent auditor’s report to the members of Vodafone Group Plc
129 Consolidated financial statements
129 Consolidated income statement
129 Consolidated statement of comprehensive income
130 Consolidated statement of financial position
131 Consolidated statement of changes in equity
132 Consolidated statement of cash flows
133 Notes to the consolidated financial statements
133 1. Basis of preparation
Income statement
Impairment losses
Investment income and financing costs
139 2. Revenue disaggregation and segmental analysis
145 3. Operating profit
146 4.
153 5.
154 6. Taxation
159 7. Discontinued operations and assets held for sale
160 8. Earnings per share
160 9. Equity dividends
Financial position
161 10. Intangible assets
163 11. Property, plant and equipment
165 12. Investments in associates and joint arrangements
171 13. Other investments
172 14. Trade and other receivables
173 15. Trade and other payables
174 16. Provisions
175 17. Called up share capital
Cash flows
176 18. Reconciliation of net cash flow from operating activities
176 19. Cash and cash equivalents
177 20. Leases
180 21. Borrowings
182 22. Capital and financial risk management
Employee remuneration
191 23. Directors’ and key management compensation
192 24. Employees
193 25. Post employment benefits
197 26. Share-based payments
116 Vodafone Group Plc
Annual Report 2022
Strategic report
Governance
Financials
Other information
117 Vodafone Group Plc
Annual Report 2022
Strategic report
Governance
Financials
Other information
Reporting on our financial performance
Directors’ statement of responsibility
Additional disclosures
199 27. Acquisitions and disposals
200 28. Commitments
200 29. Contingent liabilities and legal proceedings
204 30. Related party transactions
205 31. Related undertakings
214 32. Subsidiaries exempt from audit
215 Company financial statements of
Vodafone Group Plc
215 Company statement of financial position of Vodafone Group Plc
216 Company statement of changes in equity of Vodafone Group Plc
217 Notes to the Company financial statements
217 1. Basis of preparation
219 2. Fixed assets
220 3. Debtors
220 4. Other investments
220 5. Creditors
221 6. Called up share capital
221 7. Share-based payments
221 8. Reserves
222 9. Equity dividends
222 10. Contingent liabilities and legal proceedings
222 11. Other matters
223 Non-GAAP measures (unaudited information)
233 Additional information (unaudited information)
Index
117 Directors’ statement of responsibility
119 Independent auditor’s report to the members of Vodafone Group Plc
129 Consolidated financial statements
129 Consolidated income statement
129 Consolidated statement of comprehensive income
130 Consolidated statement of financial position
131 Consolidated statement of changes in equity
132 Consolidated statement of cash flows
133 Notes to the consolidated financial statements
139 2. Revenue disaggregation and segmental analysis
153 5.
Investment income and financing costs
154 6. Taxation
159 7. Discontinued operations and assets held for sale
133 1. Basis of preparation
Income statement
145 3. Operating profit
146 4.
Impairment losses
160 8. Earnings per share
160 9. Equity dividends
Financial position
161 10. Intangible assets
163 11. Property, plant and equipment
165 12. Investments in associates and joint arrangements
171 13. Other investments
172 14. Trade and other receivables
173 15. Trade and other payables
174 16. Provisions
175 17. Called up share capital
Cash flows
176 18. Reconciliation of net cash flow from operating activities
176 19. Cash and cash equivalents
177 20. Leases
180 21. Borrowings
182 22. Capital and financial risk management
Employee remuneration
191 23. Directors’ and key management compensation
192 24. Employees
193 25. Post employment benefits
197 26. Share-based payments
The Directors are responsible for preparing the
financial statements in accordance with applicable
law and regulations and keeping proper accounting
records. Detailed below are statements made by
the Directors in relation to their responsibilities,
disclosure of information to the Company’s auditor,
going concern and management’s report on
internal control over financial reporting.
Financial statements and accounting records
Company law of England and Wales requires the Directors to prepare
financial statements for each financial year which give a true and fair
view of the state of affairs of the Company and of the Group at the end
of the financial year and of the profit or loss of the Group for that period.
In preparing those financial statements the Directors are required to:
– select suitable accounting policies and apply them consistently;
– make judgements and estimates that are reasonable and prudent;
– present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information;
– state whether the consolidated financial statements have been
prepared in accordance with UK-adopted International Accounting
Standards (‘IAS’), with International Financial Reporting Standards
(‘IFRS’) as issued by the International Accounting Standards Board
(‘IASB’) and with the requirements of the UK Companies Act 2006
(the ‘Act’); state for the Company’s financial statements whether
applicable UK accounting standards have been followed; and
– prepare the financial statements on a going concern basis unless it
is inappropriate to presume that the Company and the Group will
continue in business.
The Directors are responsible for keeping proper accounting records
which disclose with reasonable accuracy at any time the financial
position of the Company and of the Group and enable them to
ensure that the financial statements are prepared in accordance
with UK-adopted IAS, with IFRS as issued by the IASB and with the
requirements of the Act. They are also responsible for the system
of internal control, for safeguarding the assets of the Company and the
Group and for taking reasonable steps for the prevention and detection
of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the
Company’s website. Legislation in the United Kingdom governing the
preparation and dissemination of financial statements may differ from
legislation in other jurisdictions.
Directors’ responsibility statement
Each of the Directors, whose names and functions are listed on pages 73
and 74, confirms that, to the best of his or her knowledge:
– the consolidated financial statements, prepared in accordance
with UK-adopted IAS, with IFRS as issued by the IASB and with the
requirements of the Act, give a true and fair view of the assets, liabilities,
financial position and profit of the Group;
– the parent company financial statements, prepared in accordance with
United Kingdom generally accepted accounting practice, give a true
and fair view of the assets, liabilities, financial position and profit of the
Company; and
– the Strategic Report includes a fair review of the development and
performance of the business and the position of the Group, together
with a description and robust assessment of the principal risks and
uncertainties that it faces.
The Directors are also responsible under section 172 of the Companies
Act 2006 to promote the success of the Company for the benefit of
its members as a whole and in doing so have regard for the needs of
wider society and stakeholders, including customers, consistent with
the Group’s core and sustainable business objectives.
Having taken advice from the Audit and Risk Committee, the Board
considers the Annual Report, taken as a whole, is fair, balanced and
understandable and that it provides the information necessary for
shareholders to assess the Company’s position and performance,
business model and strategy.
Neither the Company nor the Directors accepts any liability to any person
in relation to the Annual Report except to the extent that such liability
could arise under English law. Accordingly, any liability to a person
who has demonstrated reliance on any untrue or misleading statement
or omission shall be determined in accordance with section 90A and
schedule 10A of the Financial Services and Markets Act 2000.
Disclosure of information to the auditors
Having made the requisite enquiries, so far as the Directors are aware,
there is no relevant audit information (as defined by section 418(3) of
the Companies Act 2006) of which the Company’s auditor is unaware and
the Directors have taken all the steps they ought to have taken to make
themselves aware of any relevant audit information and to establish that
the Company’s auditor is aware of that information.
118 Vodafone Group Plc
Annual Report 2022
Strategic report
Governance
Financials
Other information
Directors’ statement of responsibility (continued)
In reaching their conclusion on the going concern assessment,
the Directors also considered the findings of the work performed
to support the statement on the long-term viability of the Group.
As noted on page 65, this included key changes to relevant principal
risks in light of global economic and political uncertainty, sensitivity
analysis, scenario assessments, and combinations of these, over the
viability assessment period.
Conclusion
Based on the review, the Directors have a reasonable expectation that
the Company and the Group have adequate resources to continue
in operational existence for the foreseeable future. Accordingly, the
Directors continue to adopt the going concern basis in preparing the
Annual Report and Accounts.
Controls over financial reporting
Management is responsible for establishing and maintaining adequate
internal control over financial reporting for the Group.
The Group’s internal control over financial reporting includes policies
and procedures that:
– Pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect transactions and dispositions of assets;
– Are designed to provide reasonable assurance that transactions
are recorded as necessary to permit the preparation of financial
statements in accordance with UK-adopted IAS, with IFRS as issued
by the IASB and with the requirements of the Act and that receipts and
expenditures are being made only in accordance with authorisation of
management and the Directors of the Company; and
– Provide reasonable assurance regarding prevention or timely detection
of unauthorised acquisition, use or disposition of the Group’s assets
that could have a material effect on the financial statements.
Any internal control framework, no matter how well designed, has
inherent limitations including the possibility of human error and the
circumvention or overriding of the controls and procedures, and may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions or because the
degree of compliance with the policies or procedures may deteriorate.
By order of the Board
Rosemary Martin
Group General Counsel and Company Secretary
17 May 2022
Going concern
The Group’s business activities, performance, position, principal risks and
uncertainties and the Directors’ assessment of its long-term viability are
set out on page 65.
In addition, the funding position of the Group is included in ‘Borrowings’
and ’Capital and financial risk management’ in notes 21 and 22, respectively,
to the consolidated financial statements. Notes 21 and 22 include
disclosure in relation to the Group’s objectives, policies and processes
for managing as well as details regarding its capital, its financial risk
management objectives; details of its financial instruments and hedging
activities; and its exposures to credit risk and liquidity risk. As noted on
page 184, the Group has access to substantial cash and financing facilities.
The Group also believes it adequately manages or mitigates its solvency
and liquidity risks through two primary processes, described below.
Business planning process and performance management
The Group’s forecasting and planning cycle consists of three in-year
forecasts, a budget and a long-range plan. These generate income
statement, cash flow and net debt projections for assessment by
Group management and the Board. Each forecast is compared with
prior forecasts and actual results to identify variances and understand
the drivers of the changes and their future impact so management can
take action where appropriate. Additional analysis is undertaken to review
and sense check the key assumptions underpinning the forecasts.
Cash flow and liquidity reviews
The business planning process provides outputs for detailed cash
flow and liquidity reviews, to ensure that the Group maintains adequate
liquidity throughout the forecast periods. The prime output is a liquidity
forecast which is prepared and updated at least on a monthly basis which
highlights the extent of the Group’s liquidity based on controlled cash
flows and the headroom under the Group’s undrawn revolving credit
facility. The key inputs into this forecast are:
– Free cash flow forecasts with information taken from the business
planning process;
– Bond and other debt maturities; and
– Expectations for shareholder returns, spectrum auctions and
M&A activity.
The liquidity forecast is reviewed by the Group Chief Financial Officer
and included in each of her reports to the Board. In addition, the Group
continues to manage its foreign exchange and interest rate risks within
the framework of policies and guidelines authorised and reviewed by
the Board, with oversight provided by the Treasury Risk Committee.
The Group’s financial performance was resilient during the COVID-19
pandemic and the residual impact has been considered as part of the
business planning process and reflected in the Group’s cash flow
forecasts. The Directors have also considered sensitivities in respect
of potential downside scenarios in concluding that the Group is able
to continue in operation for the period to 30 June 2023 from the date
of approving the consolidated financial statements. Those sensitivities
include the non-refinancing of debt maturities in the assessment period.
A reverse stress test was also reviewed to understand how severe
conditions would have to be to breach liquidity including the required
reduction in Adjusted EBITDAaL. In addition to the liquidity forecasts,
downside scenarios and reverse stress test that are prepared, the
Director’s considered the availability of the Group’s €7.6 billion
undrawn revolving credit facilities as at 31 March 2022.
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Other information
119 Vodafone Group Plc
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Other information
Directors’ statement of responsibility (continued)
Independent auditor’s report to the members of Vodafone Group Plc
take action where appropriate. Additional analysis is undertaken to review
– Are designed to provide reasonable assurance that transactions
In reaching their conclusion on the going concern assessment,
the Directors also considered the findings of the work performed
to support the statement on the long-term viability of the Group.
As noted on page 65, this included key changes to relevant principal
risks in light of global economic and political uncertainty, sensitivity
analysis, scenario assessments, and combinations of these, over the
viability assessment period.
Conclusion
Based on the review, the Directors have a reasonable expectation that
the Company and the Group have adequate resources to continue
in operational existence for the foreseeable future. Accordingly, the
Directors continue to adopt the going concern basis in preparing the
Annual Report and Accounts.
Controls over financial reporting
Management is responsible for establishing and maintaining adequate
internal control over financial reporting for the Group.
The Group’s internal control over financial reporting includes policies
and procedures that:
– Pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect transactions and dispositions of assets;
are recorded as necessary to permit the preparation of financial
statements in accordance with UK-adopted IAS, with IFRS as issued
by the IASB and with the requirements of the Act and that receipts and
expenditures are being made only in accordance with authorisation of
management and the Directors of the Company; and
– Provide reasonable assurance regarding prevention or timely detection
of unauthorised acquisition, use or disposition of the Group’s assets
that could have a material effect on the financial statements.
Any internal control framework, no matter how well designed, has
inherent limitations including the possibility of human error and the
circumvention or overriding of the controls and procedures, and may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions or because the
degree of compliance with the policies or procedures may deteriorate.
By order of the Board
Rosemary Martin
Group General Counsel and Company Secretary
17 May 2022
Going concern
set out on page 65.
The Group’s business activities, performance, position, principal risks and
uncertainties and the Directors’ assessment of its long-term viability are
In addition, the funding position of the Group is included in ‘Borrowings’
and ’Capital and financial risk management’ in notes 21 and 22, respectively,
to the consolidated financial statements. Notes 21 and 22 include
disclosure in relation to the Group’s objectives, policies and processes
for managing as well as details regarding its capital, its financial risk
management objectives; details of its financial instruments and hedging
activities; and its exposures to credit risk and liquidity risk. As noted on
page 184, the Group has access to substantial cash and financing facilities.
The Group also believes it adequately manages or mitigates its solvency
and liquidity risks through two primary processes, described below.
Business planning process and performance management
The Group’s forecasting and planning cycle consists of three in-year
forecasts, a budget and a long-range plan. These generate income
statement, cash flow and net debt projections for assessment by
Group management and the Board. Each forecast is compared with
prior forecasts and actual results to identify variances and understand
the drivers of the changes and their future impact so management can
and sense check the key assumptions underpinning the forecasts.
Cash flow and liquidity reviews
The business planning process provides outputs for detailed cash
flow and liquidity reviews, to ensure that the Group maintains adequate
liquidity throughout the forecast periods. The prime output is a liquidity
forecast which is prepared and updated at least on a monthly basis which
highlights the extent of the Group’s liquidity based on controlled cash
flows and the headroom under the Group’s undrawn revolving credit
facility. The key inputs into this forecast are:
– Free cash flow forecasts with information taken from the business
planning process;
– Bond and other debt maturities; and
– Expectations for shareholder returns, spectrum auctions and
M&A activity.
The liquidity forecast is reviewed by the Group Chief Financial Officer
and included in each of her reports to the Board. In addition, the Group
continues to manage its foreign exchange and interest rate risks within
the framework of policies and guidelines authorised and reviewed by
the Board, with oversight provided by the Treasury Risk Committee.
The Group’s financial performance was resilient during the COVID-19
pandemic and the residual impact has been considered as part of the
business planning process and reflected in the Group’s cash flow
forecasts. The Directors have also considered sensitivities in respect
of potential downside scenarios in concluding that the Group is able
to continue in operation for the period to 30 June 2023 from the date
of approving the consolidated financial statements. Those sensitivities
include the non-refinancing of debt maturities in the assessment period.
A reverse stress test was also reviewed to understand how severe
conditions would have to be to breach liquidity including the required
reduction in Adjusted EBITDAaL. In addition to the liquidity forecasts,
downside scenarios and reverse stress test that are prepared, the
Director’s considered the availability of the Group’s €7.6 billion
undrawn revolving credit facilities as at 31 March 2022.
Opinion
In our opinion:
– Vodafone Group Plc’s consolidated financial statements and Company
financial statements (the “financial statements”) give a true and fair
view of the state of the Group’s and of the Company’s affairs as at
31 March 2022 and of the Group’s profit for the year then ended;
– the consolidated financial statements have been properly prepared
in accordance with UK adopted international accounting standards
and International Financial Reporting Standards (IFRS) as issued by
the International Accounting Standards Board (IASB);
– the Company financial statements have been properly prepared in
accordance with United Kingdom Generally Accepted Accounting
Practice; and
– the financial statements have been prepared in accordance with
the requirements of the Companies Act 2006.
We have audited the financial statements of Vodafone Group Plc
(the “Parent company”) and its subsidiaries (the “Group”) for the year
ended 31 March 2022 which comprise:
Group
Parent company
Consolidated statement
of financial position as at
31 March 2022
Company statement of financial
position as at 31 March 2022
Consolidated income statement
for the year then ended
Company statement of changes
in equity for the year then ended
Related notes 1 to 11 to the
financial statements including
a summary of significant
accounting policies
Consolidated statement of
comprehensive income for
the year then ended
Consolidated statement of
changes in equity for the year
then ended
Consolidated statement of cash
flows for the year then ended
Related notes 1 to 32 to the
financial statements, including
a summary of significant
accounting policies
The financial reporting framework that has been applied in the
preparation of the Group financial statements is applicable law and UK
adopted international accounting standards and International Financial
Reporting Standards (IFRS) as issued by the International Accounting
Standards Board (IASB). The financial reporting framework that has
been applied in the preparation of the Parent company financial
statements is applicable law and United Kingdom Accounting Standards,
including FRS 101 “Reduced Disclosure Framework” (United Kingdom
Generally Accepted Accounting Practice).
Basis for opinion
We conducted our audit in accordance with International Standards
on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under
those standards are further described in the ‘Auditor’s responsibilities for the
audit of the financial statements’ section of our report. We believe that the
audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Independence
We are independent of the Group and Parent in accordance with
the ethical requirements that are relevant to our audit of the financial
statements in the UK, including the FRC’s Ethical Standard as applied
to listed public interest entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements.
The non-audit services prohibited by the FRC’s Ethical Standard were
not provided to the Group or the Parent company and we remain
independent of the Group and the Parent company in conducting
the audit.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors’
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate. Our evaluation of the directors’
assessment of the Group and Parent company’s ability to continue
to adopt the going concern basis of accounting included:
– confirming our understanding of the directors’ going concern
assessment process, including the controls over the review and
approval of the budget and long-range plan;
– assessing the appropriateness of the duration of the going concern
assessment period to 30 June 2023 and considering the existence of
any significant events or conditions beyond this period based on our
procedures on the Group’s long-range plan and knowledge arising
from other areas of the audit;
– verifying inputs against board-approved forecasts and debt facility
terms and reconciling the opening liquidity position to the prior year
end and half year interim going concern assessments;
– reviewing borrowing facilities to confirm both their availability to the
Group and the forecast debt repayments through the going concern
assessment period and to validate that there is no financial covenant
in relation to any of loan arrangements;
– evaluating management’s historical forecasting accuracy and the
consistency of the going concern assessment with information
obtained from other areas of the audit, such as our audit procedures
on the long-range plans, which underpin management’s goodwill
impairment assessments;
– testing the assessment, including forecast liquidity, for clerical accuracy;
– assessing whether assumptions made were reasonable and appropriately
severe, in light of the Group’s relevant principal risks and uncertainties
and our own independent assessment of those risks;
– evaluating the amount and timing of identified mitigating actions available
to respond to a severe downside scenario, and whether those actions
are feasible and within the Group’s control;
– considering the appropriateness of management’s ‘reverse stress test’
downside scenario, to understand how severe conditions would have
to be to breach liquidity and whether the reduction in EBITDAaL required
has no more than a remote possibility of occurring;
– performing independent sensitivity analysis on management’s
assumptions including applying incremental adverse cashflow
sensitivities. These sensitivities included the impact of certain severe
but plausible scenarios, evaluated as part of management’s work on
the Group’s long term viability including the war in Ukraine, materialising
within the going concern assessment period; and
– assessing the appropriateness of the going concern disclosure on
page 118.
120 Vodafone Group Plc
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Other information
Independent auditor’s report to the members of Vodafone Group Plc (continued)
Our key observations
– The directors’ assessment forecasts that the Group will maintain
sufficient liquidity throughout the going concern assessment period.
This included the scenario of non-refinancing of debt maturities in the
assessment period and also the availability of the Group’s €7.6 billion
revolving credit facilities, undrawn as at 31 March 2022. Furthermore,
management’s reverse stress test to model the extent of the EBITDAaL
reduction compared to forecasts required to breach liquidity during the
going concern assessment period is considered to have only a remote
possibility of occurring.
– The controllable mitigating actions available to management to
increase liquidity over the going concern assessment period were
not modelled by management, nor the audit team, due to the level
of headroom in both the directors’ assessment forecasts and the
audit team’s additional downside sensitivities.
Based on the work we have performed, we have not identified any
material uncertainties relating to events or conditions that, individually
or collectively, may cast significant doubt on the Group and Parent
company’s ability to continue as a going concern for a period from
when the financial statements are authorised for issue to 30 June 2023.
In relation to the Group and Parent company’s reporting on how they have
applied the UK Corporate Governance Code, we have nothing material to add
or draw attention to in relation to the directors’ statement in the financial
statements about whether the directors considered it appropriate to
adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect
to going concern are described in the relevant sections of this report.
However, because not all future events or conditions can be predicted,
this statement is not a guarantee as to the Group’s ability to continue as
a going concern.
Overview of our audit approach
Audit scope
– We performed an audit of the complete
financial information of 9 components, full
audit procedures on specific balances for
4 components, specified audit procedures on
specific balances for a further 6 components
and other procedures on the remaining
292 components.
– The components where we performed
full audit procedures accounted for 75% of
Adjusted EBITDAaL and where we performed
full or specified procedures in respect of
revenue accounted for 78% of Revenue.
– Revenue recognition
– Carrying value of cash generating units,
including goodwill
– Recognition and recoverability of deferred
tax assets on tax losses – Luxembourg
Key audit matters
Materiality
– Overall Group materiality of €290m (FY21:
€280m) has been calculated based on Adjusted
EBITDAaL as defined in the ‘Our application of
materiality’ section of this report. This materiality
represents approximately 2% of the Group’s
Adjusted EBITDAaL as reported in Note 2 in
the Consolidated financial statements.
An overview of the scope of the Company
and Group audits
Tailoring the scope
Our assessment of audit risk, our evaluation of materiality and our
allocation of performance materiality determine our audit scope for
each component within the Group. Taken together, this enables us to
form an opinion on the consolidated financial statements. We take into
account size, risk profile, the organisation of the Group and effectiveness
of group-wide controls, changes in the business environment and other
factors such as recent internal audit results when assessing the level of
work to be performed at each component.
In assessing the risk of material misstatement to the consolidated financial
statements, and to ensure we had adequate quantitative coverage of
significant accounts in the consolidated financial statements, of the
311 reporting components of the Group, we selected 19 components
covering entities within Germany, South Africa, Italy, United Kingdom,
Spain, Turkey, Czech Republic, Hungary, Egypt, Luxembourg and
corporate entities, which represent the principal business units within
the Group.
Of the 19 components selected, we performed an audit of the complete
financial information of 9 components (“full scope components”) which
were selected based on their size or risk characteristics.
For 4 components (“specific scope components”), we performed full
audit procedures on specific accounts within that component that we
considered had the potential for the greatest impact on the significant
accounts in the consolidated financial statements either because of
the size of these accounts or their risk profile. For the remaining 6
components (“specified procedures components”), we performed
certain audit procedures on specific accounts within that component that
we considered had the potential for the greatest impact on the significant
accounts in the financial statements, either because of the size of these
accounts or their risk profile. Depending on the component or type of
procedures, these procedures were undertaken by the primary audit team
or separate component audit team under the primary audit team’s direction.
The audit scope of these components may not have included testing of all
significant accounts of the component, but will have contributed to the
coverage of significant accounts tested for the Group.
For the 302 components where we did not perform full audit procedures,
together these represent 25% of the Group’s Adjusted EBITDAaL, and
none are individually greater than 5% of the Group’s Adjusted EBITDAaL.
For the remaining 292 components which are not full scope, specific
scope or specified procedures scope, we performed other procedures,
including analytical review at both the Group and individual component
levels and the use of customised data analytics tools over the purchase
to pay process, fixed assets to profile trends and identify items for further
investigation, inquiry of management, testing entity level controls, testing
group-wide controls and testing of journals across the Group, including
these remaining components, in order to respond to any potential risks
of material misstatement to the consolidated financial statements.
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121 Vodafone Group Plc
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Independent auditor’s report to the members of Vodafone Group Plc (continued)
Our key observations
– The directors’ assessment forecasts that the Group will maintain
sufficient liquidity throughout the going concern assessment period.
Tailoring the scope
An overview of the scope of the Company
and Group audits
This included the scenario of non-refinancing of debt maturities in the
Our assessment of audit risk, our evaluation of materiality and our
assessment period and also the availability of the Group’s €7.6 billion
allocation of performance materiality determine our audit scope for
revolving credit facilities, undrawn as at 31 March 2022. Furthermore,
each component within the Group. Taken together, this enables us to
management’s reverse stress test to model the extent of the EBITDAaL
form an opinion on the consolidated financial statements. We take into
reduction compared to forecasts required to breach liquidity during the
account size, risk profile, the organisation of the Group and effectiveness
going concern assessment period is considered to have only a remote
of group-wide controls, changes in the business environment and other
possibility of occurring.
– The controllable mitigating actions available to management to
increase liquidity over the going concern assessment period were
not modelled by management, nor the audit team, due to the level
of headroom in both the directors’ assessment forecasts and the
audit team’s additional downside sensitivities.
Based on the work we have performed, we have not identified any
material uncertainties relating to events or conditions that, individually
or collectively, may cast significant doubt on the Group and Parent
company’s ability to continue as a going concern for a period from
when the financial statements are authorised for issue to 30 June 2023.
In relation to the Group and Parent company’s reporting on how they have
applied the UK Corporate Governance Code, we have nothing material to add
or draw attention to in relation to the directors’ statement in the financial
statements about whether the directors considered it appropriate to
adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect
to going concern are described in the relevant sections of this report.
However, because not all future events or conditions can be predicted,
this statement is not a guarantee as to the Group’s ability to continue as
a going concern.
Overview of our audit approach
Audit scope
– We performed an audit of the complete
financial information of 9 components, full
audit procedures on specific balances for
4 components, specified audit procedures on
specific balances for a further 6 components
and other procedures on the remaining
292 components.
– The components where we performed
full audit procedures accounted for 75% of
Adjusted EBITDAaL and where we performed
full or specified procedures in respect of
revenue accounted for 78% of Revenue.
– Carrying value of cash generating units,
including goodwill
– Recognition and recoverability of deferred
tax assets on tax losses – Luxembourg
€280m) has been calculated based on Adjusted
EBITDAaL as defined in the ‘Our application of
materiality’ section of this report. This materiality
represents approximately 2% of the Group’s
Adjusted EBITDAaL as reported in Note 2 in
the Consolidated financial statements.
Key audit matters
– Revenue recognition
Materiality
– Overall Group materiality of €290m (FY21:
factors such as recent internal audit results when assessing the level of
work to be performed at each component.
In assessing the risk of material misstatement to the consolidated financial
statements, and to ensure we had adequate quantitative coverage of
significant accounts in the consolidated financial statements, of the
311 reporting components of the Group, we selected 19 components
covering entities within Germany, South Africa, Italy, United Kingdom,
Spain, Turkey, Czech Republic, Hungary, Egypt, Luxembourg and
corporate entities, which represent the principal business units within
the Group.
Of the 19 components selected, we performed an audit of the complete
financial information of 9 components (“full scope components”) which
were selected based on their size or risk characteristics.
For 4 components (“specific scope components”), we performed full
audit procedures on specific accounts within that component that we
considered had the potential for the greatest impact on the significant
accounts in the consolidated financial statements either because of
the size of these accounts or their risk profile. For the remaining 6
components (“specified procedures components”), we performed
certain audit procedures on specific accounts within that component that
we considered had the potential for the greatest impact on the significant
accounts in the financial statements, either because of the size of these
accounts or their risk profile. Depending on the component or type of
procedures, these procedures were undertaken by the primary audit team
or separate component audit team under the primary audit team’s direction.
The audit scope of these components may not have included testing of all
significant accounts of the component, but will have contributed to the
coverage of significant accounts tested for the Group.
For the 302 components where we did not perform full audit procedures,
together these represent 25% of the Group’s Adjusted EBITDAaL, and
none are individually greater than 5% of the Group’s Adjusted EBITDAaL.
For the remaining 292 components which are not full scope, specific
scope or specified procedures scope, we performed other procedures,
including analytical review at both the Group and individual component
levels and the use of customised data analytics tools over the purchase
to pay process, fixed assets to profile trends and identify items for further
investigation, inquiry of management, testing entity level controls, testing
group-wide controls and testing of journals across the Group, including
these remaining components, in order to respond to any potential risks
of material misstatement to the consolidated financial statements.
The table below illustrates the coverage obtained from the work performed by our audit teams.
Reporting components
Full scope
Specific scope
Specified procedures
Full and specified procedures coverage
Remaining components
Total reporting components
2022
% of Group
Number
9
4
6
19
292
311
Adjusted EBITDAaL* % of Group Revenue
71%
0%
7%
78%
22%
100%
75%
0%
0%
75%
25%
100%
Note
1, 2, 5
3
2, 4, 5
6, 7, 8
2021
% of Group
Number
9
Adjusted EBITDA* % of Group Revenue
71%
76%
12
21
343
364
0%
76%
24%
100%
8%
79%
21%
100%
Notes:
1. 2 of the 9 full scope components relate to the Company and another corporate entity whose activities include consolidation adjustments, which are audited by the primary audit team. Procedures on
3 of the other full scope locations are undertaken by component audit teams based in Germany and the remaining 4 full scope components are Italy, South Africa, Spain, and the UK.
2. The Group audit risks in relation to revenue recognition were subject to audit procedures at each of the full and specified procedures scope locations with significant revenue streams (being 7 full scope
components and 3 specified procedures components).
3. The primary audit team performed full audit procedures on specific accounts in respect of 4 finance and corporate entities across a range of significant accounts. The audit procedures did not include
testing of all significant accounts of the components but will have contributed to the coverage of significant accounts selected for testing by the primary audit team.
4. For the Turkey, Czech Republic and Hungary components, specified procedures were defined by the Group team in respect of Revenue, Cost of sales, Operating expenses, Intangible assets, Property,
Plant and Equipment, Trade receivables, Trade and other payables and Cash. For the Egypt component, specified procedures were performed in respect of certain Intangible Assets and Cash. The primary
audit team also performed specified procedures over a further 2 entities across a range of significant accounts. The audit procedures did not include testing of all significant accounts of the components
but will have contributed to the coverage of significant accounts selected for testing by the primary audit team.
5. The Group audit risks in relation to ‘Carrying value of cash generating units, including goodwill’ and ‘Recognition and recoverability of deferred tax assets on tax losses – Luxembourg’ were subject to
audit procedures by the primary audit team on the entire balance, with support from component audit teams on certain procedures.
6. The contribution of specified procedures components to Group Adjusted EBITDAaL is included within ‘remaining components’ as audit procedures were performed on certain, but not all, significant
accounts of the specified procedures components contributing to Group Adjusted EBITDAaL.
Included within the 311 reporting components are the Group’s joint venture investments in Vodafone Ziggo and INWIT, and Safaricom, an associate, which were subject to review procedures.
7.
8. Changes in the number of remaining components compared to prior year reflect decreases in the number of entities within the Group’s consolidation system.
* Adjusted EBITDAaL as defined in ‘Our application of materiality’ section of this report. Adjusted EBITDAaL was referred to as Adjusted EBITDA in prior years. The metrics have the same definition.
Changes from the prior year
The approach to audit scoping is similar to the prior year audit, with the
rotation of a number of markets, designated as specified procedures
scope for selected significant accounts, to extend the Group audit
procedures beyond the Group’s main markets and to introduce a level
of unpredictability through rotational testing. This approach resulted in:
– a specified procedure scope being assigned to components in
Czech Republic and Hungary which were not subject to direct
audit procedures in the prior year; and
– Greece, Romania, Vantage Towers Germany and Vantage Towers Spain
being reassessed as other procedures components in the current year.
Involvement with component audit teams
In establishing our overall approach to the Group audit, we determined
the type of work that needed to be undertaken at each of the components
by us, as the primary audit team, or by component auditors from other EY
global network firms operating under our instruction. Of the 9 full scope
components, audit procedures were performed on 2 of these directly
by the primary audit team with the remaining 7 being performed by
component audit teams. For the 4 specific scope components, the
procedures were performed directly by the primary audit team. For
the 6 specified procedures scope components, work was performed
directly by the primary audit team for 2 of these, with the remaining
4 being performed by component audit teams. Where the work was
performed by component auditors, we determined the appropriate level
of involvement to enable us to determine that sufficient audit evidence
had been obtained as a basis for our opinion on the consolidated financial
statements as a whole.
Vodafone has centralised processes and controls over certain areas
within its Vodafone Intelligent Solutions (“VOIS”) finance shared service
centre locations. The primary audit team performs direct oversight, review,
and coordination of the EY audit teams at VOIS locations, whose work
includes centralised testing for certain controls and accounts, including
specified procedures on revenue, leases, cash and centralised purchase
to pay processes.
Impact of the COVID-19 pandemic – direction, supervision
and review of component audit teams
Due to the ongoing travel restrictions imposed by the COVID-19
pandemic, physical site visits were only possible to certain locations
during the FY22 audit; for other locations these were performed virtually.
Physical site visits were undertaken by the Senior Statutory Auditor and/
or primary audit team members to component audit teams in Germany,
Spain, Italy, UK, Czech Republic, Hungary and Egypt. These visits involved
discussing the audit approach with the component team and any issues
arising from their work, meeting with local management, attending key
meetings and reviewing relevant audit working papers on risk areas.
Virtual site visits were undertaken by the primary audit team to the
component audit teams in South Africa and Turkey. These followed the
same format as the physical site visits but used our global audit software,
screen sharing or the provision of copies of work papers direct to the
primary audit team, to enable the Senior Statutory Auditor, and other
members of the primary audit team, to complete reviews of key
component audit team working papers, particularly focussing on the
Group’s risk areas. For all full scope and specified procedures overseas
components, during the year we conducted meetings using video
conferencing to discuss the audit approach and execution with the
component audit teams and to discuss audit issues arising from their
work. The Senior Statutory Auditor, or other members of the primary
audit team, attended key meetings with local management via video
conference, to discuss the component’s business performance and
matters relating to the local finance organisation including the internal
financial control environment.
The primary audit team interacted regularly with the local EY full scope
and specified procedures component teams where appropriate during
various stages of the audit, reviewed relevant working papers and were
responsible for the scope and direction of the audit process. We maintained
continuous and open dialogue with the component audit teams in addition
to holding formal meetings to ensure that we were fully aware of their
progress and the results of their procedures. Close meetings for full, specific,
and specified procedures components (excluding those performed by the
primary audit team) were held via video conference in April 2022 and were
attended by the Senior Statutory Auditor and/or other members of the
primary audit team. This, together with the additional procedures performed at
Group level, gave us appropriate evidence for our opinion on the consolidated
financial statements.
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Key audit matters
Key audit matters are those matters that, in our professional judgement,
were of most significance in our audit of the financial statements of the
current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) that we identified. These
matters included those which had the greatest effect on: the overall audit
strategy, the allocation of resources in the audit; and directing the efforts
of the engagement team. These matters were addressed in the context
of our audit of the financial statements as a whole, and in our opinion
thereon, and we do not provide a separate opinion on these matters.
Climate change
There has been increasing interest from stakeholders as to how
climate change will impact Vodafone Group Plc. The Group has
determined that the most significant future impacts from climate change
on its operations will be from its Planet activities and commitments set
out on pages 41 to 44 and the material climate-related physical and
transitional risks explained on pages 66 to 67 in the required Task Force
for Climate related Financial Disclosures, both of which form part of the
“Other information”, rather than the audited financial statements. Our
procedures on these disclosures therefore consisted solely of considering
whether they are materially inconsistent with the financial statements or
our knowledge obtained in the course of the audit or otherwise appear
to be materially misstated.
As explained in Note 1 Basis of Preparation to the consolidated financial
statements, environmental, regulatory and other factors responsive to
climate change risks are still developing, and are outside of the Group’s
control, and consequently financial statements cannot capture all
possible future outcomes as these are not yet known. The degree of
certainty of these changes may also mean that they cannot be taken into
account when determining asset and liability valuations and the timing
of future cash flows under the requirements of UK-adopted International
Accounting Standards and International Financial Reporting Standards
(IFRS) as issued by the International Accounting Standards Board (IASB).
The significant accounting estimates and judgements assessed by
management to be potentially impacted by climate risks have been
described in Note 1 and with further disclosure in respect of the impact
on the Group’s long-range plans and deferred tax asset recognition
provided in Note 4 and Note 6 respectively.
Our audit effort in considering climate change was focused on ensuring
that the effects of material climate risks disclosed on page 67 have been
appropriately reflected in asset values and associated disclosures where
values are determined through modelling future cash flows, being ‘Goodwill’,
‘Other intangible assets’ and ‘Deferred tax assets’, and in the timing and
nature of liabilities recognised, being ‘Asset Retirement Obligations’. The
findings from our procedures supported our evaluation of the adequacy
of climate change considerations in the Directors’ assessment of going
concern and viability and associated disclosures.
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Climate change
Key audit matters
There has been increasing interest from stakeholders as to how
climate change will impact Vodafone Group Plc. The Group has
Key audit matters are those matters that, in our professional judgement,
were of most significance in our audit of the financial statements of the
determined that the most significant future impacts from climate change
current period and include the most significant assessed risks of material
on its operations will be from its Planet activities and commitments set
misstatement (whether or not due to fraud) that we identified. These
out on pages 41 to 44 and the material climate-related physical and
matters included those which had the greatest effect on: the overall audit
transitional risks explained on pages 66 to 67 in the required Task Force
strategy, the allocation of resources in the audit; and directing the efforts
for Climate related Financial Disclosures, both of which form part of the
of the engagement team. These matters were addressed in the context
“Other information”, rather than the audited financial statements. Our
of our audit of the financial statements as a whole, and in our opinion
procedures on these disclosures therefore consisted solely of considering
thereon, and we do not provide a separate opinion on these matters.
whether they are materially inconsistent with the financial statements or
our knowledge obtained in the course of the audit or otherwise appear
to be materially misstated.
As explained in Note 1 Basis of Preparation to the consolidated financial
statements, environmental, regulatory and other factors responsive to
climate change risks are still developing, and are outside of the Group’s
control, and consequently financial statements cannot capture all
possible future outcomes as these are not yet known. The degree of
certainty of these changes may also mean that they cannot be taken into
account when determining asset and liability valuations and the timing
of future cash flows under the requirements of UK-adopted International
Accounting Standards and International Financial Reporting Standards
(IFRS) as issued by the International Accounting Standards Board (IASB).
The significant accounting estimates and judgements assessed by
management to be potentially impacted by climate risks have been
described in Note 1 and with further disclosure in respect of the impact
on the Group’s long-range plans and deferred tax asset recognition
provided in Note 4 and Note 6 respectively.
Our audit effort in considering climate change was focused on ensuring
that the effects of material climate risks disclosed on page 67 have been
appropriately reflected in asset values and associated disclosures where
values are determined through modelling future cash flows, being ‘Goodwill’,
‘Other intangible assets’ and ‘Deferred tax assets’, and in the timing and
nature of liabilities recognised, being ‘Asset Retirement Obligations’. The
findings from our procedures supported our evaluation of the adequacy
of climate change considerations in the Directors’ assessment of going
concern and viability and associated disclosures.
Risk
Revenue recognition
As more fully described in Note 2, Note 14 and Note 15 to the consolidated financial statements, the Group reported revenue of €45,580 million
(FY21: €43,809 million), contract assets of €3,551 million (FY21: €3,566 million) and contract liabilities of €2,521 million (FY21: €2,490million) for the
year ended and as at 31 March 2022. Management records revenue according to the principles of IFRS 15, Revenue from Contracts with Customers,
including following the 5-step model therein. Under IFRS 15, management must determine if there are separate performance obligations for the
services and goods it provides to customers and assign values thereto, based on the selling prices of goods or services in separate transactions
under similar conditions to similar customers (the “stand-alone selling price”).
Auditing the revenue recorded by the Group is complex due to the multiple IT systems and tools utilised in the initiation, processing and recording
of transactions, which includes a high volume of individually low monetary value transactions. Furthermore, judgement and the involvement of IT
professionals was required to determine the audit approach to test and evaluate the relevant data that was captured and aggregated, and to assess the
sufficiency of the audit evidence obtained. In addition, determining the stand-alone selling price and therefore the allocation of revenue to the different
performance obligations, which impacts timing of the related revenue recognition, is complex and judgemental, particularly on new product offerings
and non-standard enterprise contracts.
We have also identified a risk of management override through inappropriate manual topside revenue journal entries, given revenue is a key
performance indicator, both in external communication and for management incentives.
Our response to the risk
We performed full or specified audit procedures over this risk area in 7 full scope and 3 specified procedure components with significant revenue
streams, which covered 78% of the Group’s revenue.
Our audit procedures at full scope component locations included, among others, obtaining an understanding of, evaluating the design and testing the
operating effectiveness of controls over the Group’s revenue recognition process, which includes management’s review of contracts, their identification
of performance obligations, the estimation of the relative standalone selling price for each performance obligation, and the determination of the timing
of revenue recorded. With the support of our IT professionals, we also evaluated the design and tested the operating effectiveness of controls over
the appropriate flow of transactional data through the IT systems and tools and the reconciliation of the transactional data to the accounting records.
For specified procedures components, we obtained an understanding of the design of controls over the revenue recognition process.
We evaluated management’s accounting policies and the methodology used by management to determine the standalone selling price, where
relevant to the requirements of IFRS 15.
For significant revenue streams, our audit procedures included the following, on a sample basis:
– We obtained a list of new propositions/tariff plans introduced during the period and tested the completeness of the listing. We evaluated
management’s assessment of the accounting treatment for new propositions/tariff plans for compliance with IFRS 15.
– For each significant revenue IT system, we obtained the billing data to general ledger reconciliation which included the relevant adjustments to
deferred and accrued revenue balances. We reperformed these end-to-end reconciliations, including assessing the accuracy of the data inputs
to underlying source documentation including contractual agreements where applicable. In addition, we tested the mathematical accuracy
and completeness of the reconciliations and any material reconciling items including significant revenue postings outside of the billing systems.
– We recalculated the revenue recognised to evaluate whether the processing of the revenue recognition by the Group’s IT systems was
materially correct.
– We corroborated the standalone selling price allocated to individual elements of bundled contracts, including to observable market pricing
where available.
– We used data analytic tools to identify revenue related manual journals posted to the general ledger and traced these back to source systems.
This included analytical procedures to consider the completeness of journal postings. We obtained and evaluated underlying source documentation
to test the completeness and accuracy of the postings, including those journals we considered unusual in nature.
We also assessed the adequacy of the Group’s disclosures in respect to the accounting policies on revenue recognition.
Key observations communicated to the Audit and Risk Committee
Based on the procedures performed, including those in respect of manual adjustments to revenue, we did not identify any evidence of material
misstatement in the revenue recognised in the year nor in amounts capitalised or deferred as at 31 March 2022.
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Risk
Carrying value of cash generating units, including goodwill
As more fully described in Note 4 to the consolidated financial statements, in accordance with IAS 36 Impairment of Assets, the Group calculates the
value in use (“VIU”) for cash generating units (“CGUs”) to determine whether an adjustment to the carrying value of the CGU, and therefore, goodwill, is
required. As of 31 March 2022, the Group has recorded €31,884 million of goodwill, primarily in respect of Germany, Italy and Vantage Towers Germany.
The Group’s assessment of the VIU of its CGUs involves estimation about the future performance of the local market businesses. In particular,
the determination of the VIUs was sensitive to the significant assumptions of projected adjusted EBITDAaL growth, long-term growth rates, and
discount rates.
Auditing the Group’s annual impairment test was complex and involved significant auditor judgement, given the estimation uncertainty related to the
significant assumptions described above used in the VIU models and the sensitivity of certain VIU models to fluctuations in those assumptions, including
where those CGUs had historical impairments, market specific events or other factors which resulted in low headroom.
Our response to the risk
The recoverability of the Group’s goodwill balances was subject to full scope audit procedures performed by the primary audit team with support from
relevant component audit teams on certain procedures.
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Group’s goodwill impairment review
process, including management’s controls over the significant assumptions described above.
To test the determination of the VIU of the Group’s goodwill, we performed audit procedures that included, among others, evaluating the
appropriateness of the determination of the CGUs identified and testing the allocation of assets and liabilities to the carrying value of each CGU.
For the annual impairment assessment as at 31 March 2022, we also tested, with the help of a valuation specialist, the methodology applied in the
VIU models, as compared to the requirements of IAS 36, including the mathematical accuracy of management’s model. We performed procedures
to test and assess the significant assumptions used in the VIU models, including:
– evaluating projected adjusted EBITDAaL growth, for example by comparing underlying assumptions to external data, such as economic and industry
forecasts for the relevant markets and for consistency with evidence obtained from other areas of our audit;
– comparing long-term growth rates and discount rates to EY independently determined acceptable ranges;
– performing sensitivity analyses on the above described assumptions in the VIU models to evaluate the parameters that, should they arise, would
cause an impairment of the CGU or indicate additional disclosures were appropriate; and
– in considering the existence of contrary evidence, for management’s assessment of implied recoverable value we compared CGU EBITDAaL
multiples to market listed peers and considered independent analyst valuations for individual CGUs where available.
For each CGU, we compared the cash flow projections used in the VIU models to the information approved by the Group’s Board of Directors and
evaluated the historical accuracy of management’s business plans, which underpin the VIU models by comparing prior year forecasts to actual results
in the current period.
We involved a valuation specialist in our team to assist us with certain of these audit activities.
We also assessed the adequacy of the related disclosures provided in Note 4 of the consolidated financial statements, in particular the sensitivity disclosures
in relation to reasonably possible changes in assumptions that could result in impairment.
Key observations communicated to the Audit and Risk Committee
We agree with management’s conclusion that the carrying value of the Group’s CGUs are supportable as at 31 March 2022 and that no impairment
charge is required to be recognised in the year.
We agree with management that additional sensitivity disclosures are required in Note 4 of the consolidated financial statements on the basis that a
reasonably possible change in certain key assumptions could lead to a different conclusion in respect of the recoverability of carrying value of certain
cash generating units.
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Risk
Carrying value of cash generating units, including goodwill
As more fully described in Note 4 to the consolidated financial statements, in accordance with IAS 36 Impairment of Assets, the Group calculates the
value in use (“VIU”) for cash generating units (“CGUs”) to determine whether an adjustment to the carrying value of the CGU, and therefore, goodwill, is
required. As of 31 March 2022, the Group has recorded €31,884 million of goodwill, primarily in respect of Germany, Italy and Vantage Towers Germany.
The Group’s assessment of the VIU of its CGUs involves estimation about the future performance of the local market businesses. In particular,
the determination of the VIUs was sensitive to the significant assumptions of projected adjusted EBITDAaL growth, long-term growth rates, and
Auditing the Group’s annual impairment test was complex and involved significant auditor judgement, given the estimation uncertainty related to the
significant assumptions described above used in the VIU models and the sensitivity of certain VIU models to fluctuations in those assumptions, including
where those CGUs had historical impairments, market specific events or other factors which resulted in low headroom.
discount rates.
Our response to the risk
The recoverability of the Group’s goodwill balances was subject to full scope audit procedures performed by the primary audit team with support from
relevant component audit teams on certain procedures.
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Group’s goodwill impairment review
process, including management’s controls over the significant assumptions described above.
To test the determination of the VIU of the Group’s goodwill, we performed audit procedures that included, among others, evaluating the
appropriateness of the determination of the CGUs identified and testing the allocation of assets and liabilities to the carrying value of each CGU.
For the annual impairment assessment as at 31 March 2022, we also tested, with the help of a valuation specialist, the methodology applied in the
VIU models, as compared to the requirements of IAS 36, including the mathematical accuracy of management’s model. We performed procedures
to test and assess the significant assumptions used in the VIU models, including:
– evaluating projected adjusted EBITDAaL growth, for example by comparing underlying assumptions to external data, such as economic and industry
forecasts for the relevant markets and for consistency with evidence obtained from other areas of our audit;
– comparing long-term growth rates and discount rates to EY independently determined acceptable ranges;
– performing sensitivity analyses on the above described assumptions in the VIU models to evaluate the parameters that, should they arise, would
cause an impairment of the CGU or indicate additional disclosures were appropriate; and
– in considering the existence of contrary evidence, for management’s assessment of implied recoverable value we compared CGU EBITDAaL
multiples to market listed peers and considered independent analyst valuations for individual CGUs where available.
For each CGU, we compared the cash flow projections used in the VIU models to the information approved by the Group’s Board of Directors and
evaluated the historical accuracy of management’s business plans, which underpin the VIU models by comparing prior year forecasts to actual results
in the current period.
We involved a valuation specialist in our team to assist us with certain of these audit activities.
in relation to reasonably possible changes in assumptions that could result in impairment.
Key observations communicated to the Audit and Risk Committee
We agree with management’s conclusion that the carrying value of the Group’s CGUs are supportable as at 31 March 2022 and that no impairment
charge is required to be recognised in the year.
We agree with management that additional sensitivity disclosures are required in Note 4 of the consolidated financial statements on the basis that a
reasonably possible change in certain key assumptions could lead to a different conclusion in respect of the recoverability of carrying value of certain
cash generating units.
Risk
Recognition and recoverability of deferred tax assets on tax losses – Luxembourg
As more fully described in Note 6 to the consolidated financial statements, the Group recognises deferred tax assets in accordance with IAS 12
Income Taxes, based on their estimated recoverability and whether management judges that it is probable that there will be sufficient and suitable
taxable profits in the relevant legal entity or tax group against which to utilise the assets in the future.
A deferred tax asset in Luxembourg of €16,298 million (FY21: €17,394 million) has been recognised in respect of losses, as management concluded it
is probable that the Luxembourg entities will continue to generate taxable profits in the future against which they can utilise these assets. Management
estimates that the losses will be utilised over a period of 45-48 years.
The Luxembourg companies’ income is derived from the Group’s internal financing, procurement and roaming activities. The forecast future finance
income can vary based on forecast interest rates and intercompany debt levels which in turn impacts the timeframe over which the deferred tax asset
is forecast to be recovered.
Furthermore, Luxembourg owns direct and indirect interests in the Group’s operating activities. The value of these investments is primarily based on the
Group’s value in use calculations. Changes in the value for the purposes of local Luxembourg statutory financial statements can result in impairment
reversals or change which are taxable / tax deductible under local law. In the current year, there has been a reversal of a historical impairment, which
has resulted in the utilisation of brought forward tax losses, thereby reducing the carrying value of the deferred tax asset recognised and a reduced
timeframe over which the deferred tax asset, recognised at 31 March 2022, is forecast to be recovered.
Auditing the Group’s recognition and recoverability of deferred tax assets in Luxembourg is significant to the audit because it involves material amounts,
and the judgements and estimates in relation to future taxable profits and the period of time over which it is expected to utilise these assets, results in
increased estimation uncertainty.
Our response to the risk
Audit procedures on the recognition and recoverability of deferred tax assets on tax losses in Luxembourg were performed by the primary audit team
and its tax professionals with support from Luxembourg tax and transfer pricing specialists on certain procedures.
We obtained an understanding, evaluated the design and tested the operating effectiveness of management’s controls around the recognition of
deferred tax assets in Luxembourg, including the calculation of the gross amount of deferred tax assets recorded, the preparation of the prospective
financial information used to determine the Luxembourg entities’ future taxable income, and management’s identification and use of available
commercial strategies.
To test the realisability of the deferred tax assets in Luxembourg, with the support of tax professionals and tax specialists, our audit procedures included,
among others;
– assessing the existence of available losses, including the impact of current year taxable profits resulting from roaming, procurement and finance
income and the reversal of previously recognised impairments within the local statutory financial statements;
– evaluating management’s position on the recoverability of the losses with respect to local tax law and tax planning strategies adopted;
– testing the calculation of the reversal of previous impairments, by agreeing the value in use calculations to our audit work performed on
‘Carrying value of cash generating units, including goodwill’, assessing the Luxembourg ownership structure;
We also assessed the adequacy of the related disclosures provided in Note 4 of the consolidated financial statements, in particular the sensitivity disclosures
– testing the reasonableness of the forecasted procurement and roaming taxable profits utilised in management’s realisability assessment,
by comparing to historical actual profits and with evidence obtained from other areas of our audit;
– evaluating the forecast finance income by, on a sample basis, recalculating income with reference to underlying agreements, comparing future
interest rates utilised in the forecasts to relevant external benchmarks and the assumed reductions in intergroup debt for consistency with our
understanding of relevant guidance in respect of transfer pricing of financial transactions;
– assessing whether contrary evidence exists that is not consistent with either management’s stated intention that the financing structures will remain
in place or that it is probable that future taxable profits will exist; and
– reviewing the adequacy of the disclosures in respect of the recognition of the deferred tax asset, which explain the evidence supporting the recognition,
judgements in respect of the utilisation profile including longer term uncertainties and the key drivers of changes in the carrying value of the asset
and the utilisation period.
Key observations communicated to the Audit and Risk Committee
We agree with the recognition of the deferred tax assets, and consequently the long recoverability period, on the basis of forecast profits which are
considered probable given management’s intention to retain current activities in Luxembourg over the long term and the track record of historical
profitability in these operations.
The reduction in the period of utilisation is consistent with the utilisation of losses during the period, the reversal of historic impairments in the local
statutory financial statements and forecast taxable profits in Luxembourg.
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Our application of materiality
We apply the concept of materiality in planning and performing the audit,
in evaluating the effect of identified misstatements on the audit and in
forming our audit opinion.
Materiality
The magnitude of an omission or misstatement that, individually or in
the aggregate, could reasonably be expected to influence the economic
decisions of the users of the financial statements. Materiality provides a
basis for determining the nature and extent of our audit procedures.
We determined materiality for the Group to be €290 million (2021:
€280 million), which is approximately 2% (2021: 2%) of Adjusted EBITDAaL.
We believe that Adjusted EBITDAaL provides us with the most relevant
performance measure on which to determine materiality, given
the prominence of this metric throughout the Annual Report and
consolidated financial statements, investor presentations, profit
metrics focussed on by analysts and its alignment to the management
remuneration metric of adjusted EBIT. In the prior year, the materiality
basis included the add back of restructuring costs. These have not
been added back in current year. There is no significant change in
the materiality level resulting from this change.
We determined materiality for the Company to be €467 million (2021:
€445 million), which is 1% (2021: 1%) of the Company’s equity. However,
since the Company was a full scope component, for accounts that were
relevant for the Group financial statements, a performance materiality of
€42 million was applied.
During the course of our audit, we reassessed initial materiality with
the only change in the final materiality from our original assessment at
planning being to reflect the actual reported performance during the year.
Performance materiality
The application of materiality at the individual account or balance level. It
is set at an amount to reduce to an appropriately low level the probability
that the aggregate of uncorrected and undetected misstatements
exceeds materiality.
On the basis of our risk assessments, together with our assessment of the
Group’s overall control environment, our judgement was that performance
materiality was 75% (2021: 50%) of our planning materiality, namely
€218m (2021: €140m). We have set performance materiality at this
higher percentage due to:
– Our view of the effectiveness of the control environment to prevent or
detect and correct errors and the low number of control deficiencies in
the prior year audit;
– The resilience and pace of recovery of the business through the
COVID-19 pandemic; and
– The reduced level and scale of M&A transactions during FY22
relative to previous years.
Audit work at component locations for the purpose of obtaining audit
coverage over significant financial statement accounts is undertaken
based on a percentage of total performance materiality. The performance
materiality set for each component is based on the relative scale and
risk of the component to the Group as a whole and our assessment of the
risk of misstatement at that component. In the current year, the range of
performance materiality allocated to components was €42m to €218m
(2021: €28m to €140m).
Reporting threshold
An amount below which identified misstatements are considered as being
clearly trivial.
We agreed with the Audit and Risk Committee that we would report to
them all uncorrected audit differences in excess of €15m (2021: €14m),
which is set at 5% of planning materiality, as well as differences below that
threshold that, in our view, warranted reporting on qualitative grounds.
We evaluate any uncorrected misstatements against both the quantitative
measures of materiality discussed above and in light of other relevant
qualitative considerations in forming our opinion.
Other information
The other information comprises the information included in the Annual
Report set out on pages 1 to 115, other than the financial statements and
our auditor’s report thereon. The directors are responsible for the other
information contained within the Annual Report.
Our opinion on the financial statements does not cover the other
information and, except to the extent otherwise explicitly stated in this
report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our
responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with
the financial statements or our knowledge obtained in the course of
the audit or otherwise appears to be materially misstated. If we identify
such material inconsistencies or apparent material misstatements,
we are required to determine whether there is a material misstatement
in the financial statements themselves. If, based on the work we have
performed, we conclude that there is a material misstatement of the
other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the
Companies Act 2006
In our opinion, the part of the directors’ remuneration report to be audited
has been properly prepared in accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
– the information given in the strategic report and the directors’ report
for the financial year for which the financial statements are prepared
is consistent with the financial statements; and
– the strategic report and the directors’ report have been prepared in
accordance with applicable legal requirements.
Matters on which we are required to report
by exception
In the light of the knowledge and understanding of the Group and the
Company and its environment obtained in the course of the audit, we
have not identified material misstatements in the strategic report or
the directors’ report.
We have nothing to report in respect of the following matters in
relation to which the Companies Act 2006 requires us to report to
you if, in our opinion:
– adequate accounting records have not been kept by the Company, or
returns adequate for our audit have not been received from branches
not visited by us; or
– the Company financial statements and the part of the Directors’
Remuneration Report to be audited are not in agreement with the
accounting records and returns; or
– certain disclosures of directors’ remuneration specified by law are not
made; or
– we have not received all the information and explanations we require
for our audit.
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Our application of materiality
We apply the concept of materiality in planning and performing the audit,
in evaluating the effect of identified misstatements on the audit and in
We evaluate any uncorrected misstatements against both the quantitative
measures of materiality discussed above and in light of other relevant
qualitative considerations in forming our opinion.
forming our audit opinion.
Materiality
The magnitude of an omission or misstatement that, individually or in
the aggregate, could reasonably be expected to influence the economic
decisions of the users of the financial statements. Materiality provides a
basis for determining the nature and extent of our audit procedures.
We determined materiality for the Group to be €290 million (2021:
€280 million), which is approximately 2% (2021: 2%) of Adjusted EBITDAaL.
We believe that Adjusted EBITDAaL provides us with the most relevant
performance measure on which to determine materiality, given
the prominence of this metric throughout the Annual Report and
consolidated financial statements, investor presentations, profit
metrics focussed on by analysts and its alignment to the management
remuneration metric of adjusted EBIT. In the prior year, the materiality
basis included the add back of restructuring costs. These have not
been added back in current year. There is no significant change in
the materiality level resulting from this change.
We determined materiality for the Company to be €467 million (2021:
€445 million), which is 1% (2021: 1%) of the Company’s equity. However,
since the Company was a full scope component, for accounts that were
relevant for the Group financial statements, a performance materiality of
€42 million was applied.
During the course of our audit, we reassessed initial materiality with
the only change in the final materiality from our original assessment at
planning being to reflect the actual reported performance during the year.
Performance materiality
The application of materiality at the individual account or balance level. It
is set at an amount to reduce to an appropriately low level the probability
that the aggregate of uncorrected and undetected misstatements
exceeds materiality.
On the basis of our risk assessments, together with our assessment of the
Group’s overall control environment, our judgement was that performance
materiality was 75% (2021: 50%) of our planning materiality, namely
€218m (2021: €140m). We have set performance materiality at this
higher percentage due to:
– Our view of the effectiveness of the control environment to prevent or
detect and correct errors and the low number of control deficiencies in
– The resilience and pace of recovery of the business through the
the prior year audit;
COVID-19 pandemic; and
relative to previous years.
Audit work at component locations for the purpose of obtaining audit
coverage over significant financial statement accounts is undertaken
based on a percentage of total performance materiality. The performance
materiality set for each component is based on the relative scale and
risk of the component to the Group as a whole and our assessment of the
(2021: €28m to €140m).
Reporting threshold
clearly trivial.
An amount below which identified misstatements are considered as being
We agreed with the Audit and Risk Committee that we would report to
them all uncorrected audit differences in excess of €15m (2021: €14m),
which is set at 5% of planning materiality, as well as differences below that
threshold that, in our view, warranted reporting on qualitative grounds.
Other information
The other information comprises the information included in the Annual
Report set out on pages 1 to 115, other than the financial statements and
our auditor’s report thereon. The directors are responsible for the other
information contained within the Annual Report.
Our opinion on the financial statements does not cover the other
information and, except to the extent otherwise explicitly stated in this
report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our
responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with
the financial statements or our knowledge obtained in the course of
the audit or otherwise appears to be materially misstated. If we identify
such material inconsistencies or apparent material misstatements,
we are required to determine whether there is a material misstatement
in the financial statements themselves. If, based on the work we have
performed, we conclude that there is a material misstatement of the
other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the
Companies Act 2006
In our opinion, the part of the directors’ remuneration report to be audited
has been properly prepared in accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
– the information given in the strategic report and the directors’ report
for the financial year for which the financial statements are prepared
is consistent with the financial statements; and
– the strategic report and the directors’ report have been prepared in
accordance with applicable legal requirements.
Matters on which we are required to report
by exception
In the light of the knowledge and understanding of the Group and the
Company and its environment obtained in the course of the audit, we
have not identified material misstatements in the strategic report or
the directors’ report.
We have nothing to report in respect of the following matters in
relation to which the Companies Act 2006 requires us to report to
– adequate accounting records have not been kept by the Company, or
returns adequate for our audit have not been received from branches
not visited by us; or
– the Company financial statements and the part of the Directors’
Remuneration Report to be audited are not in agreement with the
accounting records and returns; or
– we have not received all the information and explanations we require
for our audit.
risk of misstatement at that component. In the current year, the range of
– certain disclosures of directors’ remuneration specified by law are not
performance materiality allocated to components was €42m to €218m
made; or
– The reduced level and scale of M&A transactions during FY22
you if, in our opinion:
Corporate Governance Statement
The Listing Rules require us to review the directors’ statement in relation
to going concern, longer-term viability and that part of the Corporate
Governance Statement relating to the Group and Company’s compliance
with the provisions of the UK Corporate Governance Code specified for
our review.
Based on the work undertaken as part of our audit, we have concluded
that each of the following elements of the Corporate Governance
Statement is materially consistent with the financial statements or our
knowledge obtained during the audit:
– Directors’ statement with regards to the appropriateness of adopting
the going concern basis of accounting and any material uncertainties
identified set out on page 118;
– Directors’ explanation as to its assessment of the company’s prospects,
the period this assessment covers and why the period is appropriate
set out on page 65;
– Director’s statement on whether it has a reasonable expectation that
the Group will be able to continue in operation and meets its liabilities
set out on page 118;
– Directors’ statement on fair, balanced and understandable set out on
page 117;
– Board’s confirmation that it has carried out a robust assessment of the
emerging and principal risks set out on page 117;
– The section of the annual report that describes the review of effectiveness
of risk management and internal control systems set out on pages
86-87 and 114; and;
– The section describing the work of the Audit and Risk Committee set
out on pages 83-88
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement set out
on pages 117-118, the directors are responsible for the preparation of the
financial statements and for being satisfied that they give a true and fair
view, and for such internal control as the directors determine is necessary
to enable the preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible
for assessing the Group and Company’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the directors either
intend to liquidate the Group or the Company or to cease operations,
or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the
financial statements
Our objectives are to obtain reasonable assurance about whether the
financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but
is not a guarantee that an audit conducted in accordance with ISAs (UK)
will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.
Explanation as to what extent the audit was considered capable
of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws
and regulations. We design procedures in line with our responsibilities,
outlined above, to detect irregularities, including fraud. The risk of not
detecting a material misstatement due to fraud is higher than the risk
of not detecting one resulting from error, as fraud may involve deliberate
concealment by, for example, forgery or intentional misrepresentations,
or through collusion. The extent to which our procedures are capable of
detecting irregularities, including fraud is detailed below.
However, the primary responsibility for the prevention and detection of
fraud rests with both those charged with governance of the Company
and management.
– We obtained an understanding of the legal and regulatory
frameworks that are applicable to the Group and determined that
the most significant are those that relate to the reporting framework
(IFRS, FRS 101, the UK Companies Act 2006 and UK Corporate
Governance Code), the relevant tax compliance regulations in the
jurisdictions in which the Group operates and the EU General Data
Protection Regulation (GDPR).
– We understood how the Group is complying with those frameworks
by making enquiries of management, internal audit, those responsible
for legal and compliance procedures and the company secretary.
We corroborated our enquiries through our review of board minutes
and papers provided to the Audit and Risk Committee, correspondence
received from regulatory bodies and attendance at all meetings of the
Audit and Risk Committee, as well as consideration of the results of our
audit procedures across the Group.
– We assessed the susceptibility of the Group’s financial statements
to material misstatement, including how fraud might occur by
meeting with management from various parts of the business
including management and finance teams of the local markets
designated as full, specific and specified procedures scope locations,
Head Office, the Audit and Risk Committee, the internal audit function,
the Group legal function and individuals in the fraud and compliance
department to understand where it considered there was susceptibility
to fraud; and assessing whistleblowing incidences for those with a potential
financial reporting impact. We also considered performance targets and
their propensity to influence on efforts made by management to manage
earnings or influence the perceptions of analysts. We considered the
programmes and controls that the Group has established to address
risks identified, or that otherwise prevent, deter and detect fraud, and
how senior management monitors those programmes and controls.
128 Vodafone Group Plc
Annual Report 2022
Strategic report
Governance
Financials
Other information
Independent auditor’s report to the members of Vodafone Group Plc (continued)
Other matters we are required to address
– Following the recommendation from the Audit and Risk Committee,
we were appointed by the Company on 23 July 2019 to audit
the financial statements for the year ending 31 March 2020 and
subsequent financial periods.
The period of total uninterrupted engagement including previous
renewals and reappointments is three years, covering the years ending
31 March 2020 to 31 March 2022.
– The audit opinion is consistent with the additional report to the
Audit and Risk Committee.
Use of our report
This report is made solely to the Company’s members, as a body, in
accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our
audit work has been undertaken so that we might state to the Company’s
members those matters we are required to state to them in an auditor’s
report and for no other purpose. To the fullest extent permitted by law,
we do not accept or assume responsibility to anyone other than the
Company and the Company’s members as a body, for our audit work,
for this report, or for the opinions we have formed.
Alison Duncan (Senior statutory auditor)
for and on behalf of Ernst & Young LLP, Statutory Auditor
London
17 May 2022
– Based on this understanding we designed our audit procedures to
identify non-compliance with such laws and regulations, including
where necessary using our forensic specialists. Our procedures
involved enquiries of management at Head Office, the Audit and
Risk Committee, the internal audit function, the Group legal function,
the corporate security team, individuals in the fraud and compliance
department (including those responsible for fraud investigation
and whistleblowing); journal entry testing, with a focus on manual
consolidation journals and journals indicating large or unusual
transactions, based on our understanding of the business; and
challenging the assumptions and judgements made by management
in respect of significant one-off transactions in the financial year and
significant accounting estimates as referred to in the key audit matters
section above. At a component level, our full and specified procedure
scope component audit teams’ procedures included enquiries of
component management; journal entry testing; and focussed testing,
including in respect of the key audit matter of revenue recognition. We
also leveraged our data analytics capabilities in performing work on the
purchase to pay process and property, plant and equipment balances
and leases, to assist in identifying higher risk transactions and balances,
respectively, for testing.
– If significant instances of non-compliance with laws and regulations
were identified, these were communicated to the relevant local EY
teams who performed sufficient and appropriate audit procedures,
supplemented by audit procedures performed at the Group level,
to conclude that there was no material impact on the consolidated
financial statements.
– Where the risk was considered to be higher, including areas impacting
Group key performance indicators or management remuneration,
we performed audit procedures to address each identified fraud risk
or other risk of material misstatement. These procedures included
those on revenue recognition referred to in the key audit matter
section above and testing manual journals and were designed to
provide reasonable assurance that the financial statements were
free from material fraud or error.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council’s website at
https://www.frc.org.uk/auditorsresponsibilities. This description forms
part of our auditor’s report.
Other matters we are required to address
– Following the recommendation from the Audit and Risk Committee,
we were appointed by the Company on 23 July 2019 to audit
the financial statements for the year ending 31 March 2020 and
subsequent financial periods.
The period of total uninterrupted engagement including previous
renewals and reappointments is three years, covering the years ending
31 March 2020 to 31 March 2022.
– The audit opinion is consistent with the additional report to the
Audit and Risk Committee.
Use of our report
This report is made solely to the Company’s members, as a body, in
accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our
audit work has been undertaken so that we might state to the Company’s
members those matters we are required to state to them in an auditor’s
report and for no other purpose. To the fullest extent permitted by law,
we do not accept or assume responsibility to anyone other than the
Company and the Company’s members as a body, for our audit work,
for this report, or for the opinions we have formed.
Alison Duncan (Senior statutory auditor)
for and on behalf of Ernst & Young LLP, Statutory Auditor
London
17 May 2022
– Based on this understanding we designed our audit procedures to
identify non-compliance with such laws and regulations, including
where necessary using our forensic specialists. Our procedures
involved enquiries of management at Head Office, the Audit and
Risk Committee, the internal audit function, the Group legal function,
the corporate security team, individuals in the fraud and compliance
department (including those responsible for fraud investigation
and whistleblowing); journal entry testing, with a focus on manual
consolidation journals and journals indicating large or unusual
transactions, based on our understanding of the business; and
challenging the assumptions and judgements made by management
in respect of significant one-off transactions in the financial year and
significant accounting estimates as referred to in the key audit matters
section above. At a component level, our full and specified procedure
scope component audit teams’ procedures included enquiries of
component management; journal entry testing; and focussed testing,
including in respect of the key audit matter of revenue recognition. We
also leveraged our data analytics capabilities in performing work on the
purchase to pay process and property, plant and equipment balances
and leases, to assist in identifying higher risk transactions and balances,
respectively, for testing.
– If significant instances of non-compliance with laws and regulations
were identified, these were communicated to the relevant local EY
teams who performed sufficient and appropriate audit procedures,
supplemented by audit procedures performed at the Group level,
to conclude that there was no material impact on the consolidated
financial statements.
– Where the risk was considered to be higher, including areas impacting
Group key performance indicators or management remuneration,
we performed audit procedures to address each identified fraud risk
or other risk of material misstatement. These procedures included
those on revenue recognition referred to in the key audit matter
section above and testing manual journals and were designed to
provide reasonable assurance that the financial statements were
free from material fraud or error.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council’s website at
https://www.frc.org.uk/auditorsresponsibilities. This description forms
part of our auditor’s report.
128 Vodafone Group Plc
Annual Report 2022
Strategic report
Governance
Financials
Other information
Independent auditor’s report to the members of Vodafone Group Plc (continued)
129 Vodafone Group Plc
Annual Report 2022
129
Vodafone Group Plc
Annual Report 2022
Strategic report
Governance
Financials
Other information
Consolidated income statement
for the years ended 31 March
Revenue
Cost of sales
Gross profit
Selling and distribution expenses
Administrative expenses
Net credit losses on financial assets
Share of results of equity accounted associates and joint ventures
Impairment loss
Other income
Operating profit
Non-operating expense
Investment income
Financing costs
Profit before taxation
Income tax expense
Profit/(loss) for the financial year
Attributable to:
– Owners of the parent
– Non-controlling interests
Profit/(loss) for the financial year
Earnings/(loss) per share
From continuing operations
– Basic
– Diluted
Total Group
– Basic
– Diluted
Overview
Strategic Report
Governance
Financials
Other information
2021
€m
43,809
(30,086)
13,723
(3,522)
(5,350)
(664)
342
–
568
5,097
–
330
(1,027)
4,400
(3,864)
536
112
424
536
0.38c
0.38c
0.38c
0.38c
2020
€m
44,974
(30,682)
14,292
(3,814)
(5,810)
(660)
(2,505)
(1,685)
4,281
4,099
(3)
248
(3,549)
795
(1,250)
(455)
(920)
465
(455)
(3.13)c
(3.13)c
(3.13)c
(3.13)c
Note
2
22
12
4
3
3
5
5
6
8
8
8
8
2022
€m
45,580
(30,574)
15,006
(3,358)
(5,713)
(561)
211
–
79
5,664
–
254
(1,964)
3,954
(1,330)
2,624
2,088
536
2,624
7.20c
7.17c
7.20c
7.17c
Consolidated statement of comprehensive income
for the years ended 31 March
Profit/(loss) for the financial year
Other comprehensive income/(expense):
Items that may be reclassified to the income statement in subsequent years:
Foreign exchange translation differences, net of tax
Foreign exchange translation differences transferred to the income statement
Other, net of tax1
Total items that may be reclassified to the income statement in subsequent
years
Items that will not be reclassified to the income statement in subsequent years:
Net actuarial gains/(losses) on defined benefit pension schemes, net of tax
Total items that will not be reclassified to the income statement in
subsequent years
Other comprehensive income/(expense)
Total comprehensive income/(expense) for the financial year
Attributable to:
– Owners of the parent
– Non-controlling interests
Note:
1 Principally includes the impact of the Group’s cash flow hedges deferred to other comprehensive income during the year.
Note
2022
€m
2,624
2021
€m
536
2020
€m
(455)
(25)
19
1,863
133
(17)
(3,743)
(982)
(36)
3,066
1,857
(3,627)
2,048
25
483
(555)
526
483
2,340
4,964
4,402
562
4,964
(555)
(4,182)
(3,646)
(4,069)
423
(3,646)
526
2,574
2,119
1,696
423
2,119
Further details on items in the consolidated statement of comprehensive income can be found in the consolidated statement of changes in equity on page 131.
130 Vodafone Group Plc
Annual Report 2022
130 Vodafone Group Plc
Annual Report 2022
20212020
Strategic report
Governance
Financials
Other information
Consolidated statement of financial position
at 31 March
Non-current assets
Goodwill
Other intangible assets
Property, plant and equipment
Investments in associates and joint ventures
Other investments
Deferred tax assets
Post employment benefits
Trade and other receivables
Current assets
Inventory
Taxation recoverable
Trade and other receivables
Other investments
Cash and cash equivalents
Assets held for sale
Total assets
Equity
Called up share capital
Additional paid-in capital
Treasury shares
Accumulated losses
Accumulated other comprehensive income
Total attributable to owners of the parent
Non-controlling interests
Total equity
Non-current liabilities
Borrowings
Deferred tax liabilities
Post employment benefits
Provisions
Trade and other payables
Current liabilities
Borrowings
Financial liabilities under put option arrangements
Taxation liabilities
Provisions
Trade and other payables
Total equity and liabilities
Note
31 March 2022
€m
31 March 2021
€m
10
10
11
12
13
6
25
14
14
13
19
7
17
21
6
25
16
15
21
22
16
15
31,884
21,360
40,804
4,268
1,073
19,089
555
6,383
125,416
836
296
11,019
7,931
7,496
27,578
959
153,953
31,731
21,818
41,243
4,670
925
21,569
60
4,777
126,793
676
434
10,923
9,159
5,821
27,013
1,257
155,063
4,797
149,018
(7,278)
(122,118)
30,268
54,687
2,290
56,977
4,797
150,812
(6,172)
(121,587)
27,954
55,804
2,012
57,816
58,131
520
281
1,881
2,516
63,329
11,961
494
864
667
19,661
33,647
153,953
59,272
2,095
513
1,747
4,909
68,536
8,488
492
769
892
18,070
28,711
155,063
The consolidated financial statements on pages 129 to 214 were approved by the Board of Directors and authorised for issue on 17 May 2022
and were signed on its behalf by:
Nick Read
Chief Executive
Margherita Della Valle
Chief Financial Officer
130 Vodafone Group Plc
Annual Report 2022
130 Vodafone Group Plc
130 Vodafone Group Plc
Annual Report 2022
Annual Report 2022
20212020
20212020
at 31 March
at 31 March
Non-current assets
Non-current assets
Goodwill
Goodwill
Other intangible assets
Other intangible assets
Property, plant and equipment
Property, plant and equipment
Investments in associates and joint ventures
Investments in associates and joint ventures
Accumulated other comprehensive income
Accumulated other comprehensive income
Total attributable to owners of the parent
Total attributable to owners of the parent
Other investments
Other investments
Deferred tax assets
Deferred tax assets
Post employment benefits
Post employment benefits
Trade and other receivables
Trade and other receivables
Current assets
Current assets
Inventory
Inventory
Taxation recoverable
Taxation recoverable
Trade and other receivables
Trade and other receivables
Other investments
Other investments
Cash and cash equivalents
Cash and cash equivalents
Assets held for sale
Assets held for sale
Total assets
Total assets
Equity
Equity
Called up share capital
Called up share capital
Additional paid-in capital
Additional paid-in capital
Treasury shares
Treasury shares
Accumulated losses
Accumulated losses
Non-controlling interests
Non-controlling interests
Total equity
Total equity
Non-current liabilities
Non-current liabilities
Borrowings
Borrowings
Deferred tax liabilities
Deferred tax liabilities
Post employment benefits
Post employment benefits
Provisions
Provisions
Trade and other payables
Trade and other payables
Current liabilities
Current liabilities
Borrowings
Borrowings
Taxation liabilities
Taxation liabilities
Provisions
Provisions
Trade and other payables
Trade and other payables
Total equity and liabilities
Total equity and liabilities
and were signed on its behalf by:
and were signed on its behalf by:
Financial liabilities under put option arrangements
Financial liabilities under put option arrangements
31 March 2022
31 March 2022
31 March 2021
31 March 2021
Note
Note
€m
€m
€m
€m
10
10
10
10
11
11
12
12
13
13
6
6
25
25
14
14
14
14
13
13
19
19
7
7
17
17
21
21
6
6
25
25
16
16
15
15
21
21
22
22
16
16
15
15
125,416
125,416
126,793
126,793
153,953
153,953
155,063
155,063
4,797
4,797
149,018
149,018
4,797
4,797
150,812
150,812
(7,278)
(7,278)
(6,172)
(6,172)
(122,118)
(122,118)
(121,587)
(121,587)
31,884
31,884
21,360
21,360
40,804
40,804
4,268
4,268
1,073
1,073
19,089
19,089
555
555
6,383
6,383
836
836
296
296
11,019
11,019
7,931
7,931
7,496
7,496
27,578
27,578
959
959
30,268
30,268
54,687
54,687
2,290
2,290
56,977
56,977
58,131
58,131
520
520
281
281
1,881
1,881
2,516
2,516
31,731
31,731
21,818
21,818
41,243
41,243
4,670
4,670
925
925
21,569
21,569
60
60
4,777
4,777
676
676
434
434
10,923
10,923
9,159
9,159
5,821
5,821
27,013
27,013
1,257
1,257
27,954
27,954
55,804
55,804
2,012
2,012
57,816
57,816
59,272
59,272
2,095
2,095
513
513
1,747
1,747
4,909
4,909
63,329
63,329
68,536
68,536
11,961
11,961
8,488
8,488
494
494
864
864
667
667
492
492
769
769
892
892
19,661
19,661
33,647
33,647
18,070
18,070
28,711
28,711
153,953
153,953
155,063
155,063
The consolidated financial statements on pages 129 to 214 were approved by the Board of Directors and authorised for issue on 17 May 2022
The consolidated financial statements on pages 129 to 214 were approved by the Board of Directors and authorised for issue on 17 May 2022
Nick Read
Nick Read
Chief Executive
Chief Executive
Margherita Della Valle
Margherita Della Valle
Chief Financial Officer
Chief Financial Officer
Strategic report
Governance
Financials
Other information
131 Vodafone Group Plc
Annual Report 2022
131
Vodafone Group Plc
Annual Report 2022
Strategic report
Governance
Financials
Other information
Overview
Strategic Report
Governance
Financials
Other information
Consolidated statement of financial position
Consolidated statement of financial position
Consolidated statement of changes in equity
for the years ended 31 March
Accumulated other comprehensive income
Share
capital1
€m
4,796
1
–
Additional
paid-in
capital2
€m
152,503
1
125
Treasury
shares
€m
(7,875)
73
–
Accumulated
Currency
losses
reserve3
€m
€m
(116,986) 29,284
–
–
(68)
–
Pensions Revaluation
reserve
surplus4
€m
€m
(1,205) 1,227
–
–
–
–
Other5
€m
Equity
attributable
to owners
€m
213 61,957
7
125
–
–
Non-
controlling
interests
€m
Total
equity
€m
1,231 63,188
7
136
–
11
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(58)
(2,317)
(920)
(920)
–
–
–
–
(976)
–
(951)
19
–
–
526
–
640
(114)
–
–
–
–
–
–
–
–
(58)
(2,317)
(102)
(348)
(160)
(2,665)
3,066
–
3,771
(705)
1,696
(920)
3,460
(800)
423
465
(46)
(4)
2,119
(455)
3,414
(804)
–
4,797
–
–
–
152,629
–
(7,802)
(1,943) 2,033
–
126
–
(44)
(120,349) 28,308
–
–
(87)
–
–
–
(679) 1,227
–
–
–
–
–
(44)
3,279 61,410
3
126
–
–
8
(36)
1,215 62,625
3
136
–
10
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
1,149
(2,412)
112
112
–
–
–
–
117
–
124
6
–
–
(555)
–
(686)
131
–
(13)
–
–
–
–
–
–
–
–
–
–
1,149
(2,412)
748
(384)
1,897
(2,796)
(3,743)
–
(4,630)
887
(4,069)
112
(5,192)
1,024
423
424
–
3
(3,646)
536
(5,192)
1,027
–
(13)
(4)
(17)
–
4,797
–
–
–
150,812
(403)
(6,172)
(1,902) 2,000
–
108
–
–
(121,587) 28,425
–
–
(98)
–
–
–
(1,234) 1,227
–
–
–
–
–
(403)
(464) 55,804
–
108
–
–
–
(403)
2,012 57,816
–
119
–
11
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(38)
(2,483)
2,088
2,088
–
–
–
–
(32)
–
(51)
–
–
–
483
–
627
(144)
–
19
–
–
–
–
–
–
–
–
–
–
(38)
(2,483)
237
(532)
199
(3,015)
1,863
–
2,368
(505)
4,402
2,088
2,944
(649)
562
536
26
–
4,964
2,624
2,970
(649)
–
19
–
19
–
4,797
–
149,018
(3,106)
(7,278)
–
–
(122,118) 28,393
–
–
(751) 1,227
–
(3,106)
1,399 54,687
–
(3,106)
2,290 56,977
1 April 2019
Issue or reissue of shares
Share-based payments
Transactions with NCI in
subsidiaries
Dividends
Comprehensive
(expense)/income
(Loss)/profit
OCI - before tax
OCI - taxes
Transfer to the income
statement
31 March 2020
Issue or reissue of shares6
Share-based payments
Transactions with NCI in
subsidiaries7
Dividends
Comprehensive
income/(expense)
Profit
OCI - before tax
OCI - taxes
Transfer to the income
statement
Purchase of treasury
shares8
31 March 2021
Issue or reissue of shares6
Share-based payments
Transactions with NCI in
subsidiaries7
Dividends
Comprehensive
income/(expense)
Profit
OCI - before tax
OCI - taxes
Transfer to the income
statement
Purchase of treasury
shares8
31 March 2022
Notes:
1 See note 17 ‘Called up share capital’.
2
Includes share premium, capital reserve, capital redemption reserve, merger reserve and share-based payment reserve. The merger reserve was derived from acquisitions made prior to 31 March
2004 and subsequently allocated to additional paid-in capital on adoption of IFRS.
3 The currency reserve is used to record cumulative translation differences on the assets and liabilities of foreign operations. The cumulative translation differences are recycled to the income
statement on disposal of the foreign operation.
4 The revaluation surplus derives from acquisitions of subsidiaries made before the Group’s adoption of IFRS 3 (Revised) on 1 April 2010 and comprises the amounts arising from recognising the
Group’s pre-existing equity interest in the acquired subsidiary at fair value.
5 Principally includes the impact of the Group’s cash flow hedges with €3,704 million net gain deferred to other comprehensive income during the year (2021: €5,892 million net loss; 2020: €4,113
million net gain) and €1,422 million net gain (2021: €1,226 million net loss; 2020: €408 million net gain) recycled to the income statement. These hedges primarily relate to foreign exchange
exposure on fixed borrowings, with any foreign exchange on nominal balances directly impacting income statement in each period but interest cash flows unwinding to the income statement
over the life of the hedges (up to 2059). See note 22 ‘Capital and financial risk management’ for further details.
6 Movements include the re-issue of 1,427 million shares (€1,944 million) in March 2021 to satisfy the first tranche and the re-issue of 1,519 million shares (€1,903 million) in March 2022
to satisfy the second tranche of the Mandatory Convertible Bond issued in March 2019.
7 Principally relates to the IPO of Vantage Towers A.G. See note 27 ‘Acquisitions and disposals’ for details.
8 Represents the irrevocable and non-discretionary share buyback programmes announced on 19 March 2021, 19 May 2021, 23 July 2021, 17 November 2021 and 9 March 2022.
132 Vodafone Group Plc
Annual Report 2022
132
Vodafone Group Plc
Annual Report 2022
2020
Strategic report
Governance
Financials
Other information
Consolidated statement of cash flows
for the years ended 31 March
Inflow from operating activities
Cash flows from investing activities
Purchase of interests in subsidiaries, net of cash acquired
Purchase of interests in associates and joint ventures
Purchase of intangible assets
Purchase of property, plant and equipment
Purchase of investments
Disposal of interests in subsidiaries, net of cash disposed
Disposal of interests in associates and joint ventures
Disposal of property, plant and equipment and intangible assets
Disposal of investments
Dividends received from associates and joint ventures
Interest received
Outflow from investing activities
Cash flows from financing activities
Proceeds from issue of long-term borrowings
Repayment of borrowings
Net movement in short-term borrowings
Net movement in derivatives
Interest paid1
Payments for settlement of written put options2
Purchase of treasury shares
Issue of ordinary share capital and reissue of treasury shares
Equity dividends paid
Dividends paid to non-controlling shareholders in subsidiaries
Other transactions with non-controlling shareholders in subsidiaries
Other movements with associates and joint ventures
Outflow from financing activities
Note
18
2022
€m
18,081
2021
€m
17,215
2020
€m
17,379
27
12
27
17
9
27
–
(445)
(3,262)
(5,798)
(2,009)
–
446
33
3,282
638
247
(6,868)
2,548
(8,248)
3,002
(293)
(1,804)
–
(2,087)
–
(2,474)
(539)
189
–
(9,706)
(136)
(13)
(3,227)
(5,413)
(3,726)
157
420
43
1,704
628
301
(9,262)
4,359
(12,237)
(2,791)
279
(2,152)
(1,482)
(62)
5
(2,427)
(391)
1,663
40
(15,196)
(10,295)
(1,424)
(2,423)
(5,182)
(1,832)
4,427
–
61
7,792
417
371
(8,088)
9,933
(16,028)
2,488
98
(2,284)
–
(821)
7
(2,296)
(348)
(160)
59
(9,352)
Net cash inflow/(outflow)
Cash and cash equivalents at beginning of the financial year
Exchange gain/(loss) on cash and cash equivalents
Cash and cash equivalents at end of the financial year
Notes:
1 Amount for 2022 includes €58 million (2021: €9 million inflow; 2020: €273 million outflow) of cash inflow on derivative financial instruments for the share buyback related to maturing tranches of
(61)
13,605
(256)
13,288
(7,243)
13,288
(255)
5,790
1,507
5,790
74
7,371
19
19
mandatory convertible bonds.
2 Amount for 2021 reflects the settlement of a tender offer made to other shareholders of Kabel Deutschland Holding A.G.
Strategic report
Governance
Financials
Other information
132 Vodafone Group Plc
Annual Report 2022
132
132
Vodafone Group Plc
Vodafone Group Plc
Annual Report 2022
Annual Report 2022
2020
2020
Consolidated statement of cash flows
Consolidated statement of cash flows
for the years ended 31 March
for the years ended 31 March
Inflow from operating activities
Inflow from operating activities
Cash flows from investing activities
Cash flows from investing activities
Purchase of interests in subsidiaries, net of cash acquired
Purchase of interests in subsidiaries, net of cash acquired
Purchase of interests in associates and joint ventures
Purchase of interests in associates and joint ventures
Purchase of intangible assets
Purchase of intangible assets
Purchase of property, plant and equipment
Purchase of property, plant and equipment
Purchase of investments
Purchase of investments
Disposal of interests in subsidiaries, net of cash disposed
Disposal of interests in subsidiaries, net of cash disposed
Disposal of interests in associates and joint ventures
Disposal of interests in associates and joint ventures
Disposal of property, plant and equipment and intangible assets
Disposal of property, plant and equipment and intangible assets
Disposal of investments
Disposal of investments
Dividends received from associates and joint ventures
Dividends received from associates and joint ventures
Interest received
Interest received
Outflow from investing activities
Outflow from investing activities
Cash flows from financing activities
Cash flows from financing activities
Proceeds from issue of long-term borrowings
Proceeds from issue of long-term borrowings
Repayment of borrowings
Repayment of borrowings
Net movement in short-term borrowings
Net movement in short-term borrowings
Net movement in derivatives
Net movement in derivatives
Interest paid1
Interest paid1
Payments for settlement of written put options2
Payments for settlement of written put options2
Purchase of treasury shares
Purchase of treasury shares
Issue of ordinary share capital and reissue of treasury shares
Issue of ordinary share capital and reissue of treasury shares
Equity dividends paid
Equity dividends paid
Dividends paid to non-controlling shareholders in subsidiaries
Dividends paid to non-controlling shareholders in subsidiaries
Other transactions with non-controlling shareholders in subsidiaries
Other transactions with non-controlling shareholders in subsidiaries
Other movements with associates and joint ventures
Other movements with associates and joint ventures
Outflow from financing activities
Outflow from financing activities
Net cash inflow/(outflow)
Net cash inflow/(outflow)
Cash and cash equivalents at beginning of the financial year
Cash and cash equivalents at beginning of the financial year
Exchange gain/(loss) on cash and cash equivalents
Exchange gain/(loss) on cash and cash equivalents
Cash and cash equivalents at end of the financial year
Cash and cash equivalents at end of the financial year
Notes:
Notes:
mandatory convertible bonds.
mandatory convertible bonds.
2022
2022
€m
€m
2021
2021
€m
€m
2020
2020
€m
€m
18,081
18,081
17,215
17,215
17,379
17,379
Note
Note
18
18
27
27
12
12
27
27
17
17
9
9
27
27
19
19
19
19
–
–
(445)
(445)
(3,262)
(3,262)
(5,798)
(5,798)
(2,009)
(2,009)
–
–
446
446
33
33
3,282
3,282
638
638
247
247
2,548
2,548
(8,248)
(8,248)
3,002
3,002
(293)
(293)
(1,804)
(1,804)
–
–
–
–
(2,087)
(2,087)
(2,474)
(2,474)
(539)
(539)
189
189
–
–
1,507
1,507
5,790
5,790
74
74
7,371
7,371
(6,868)
(6,868)
(9,262)
(9,262)
(8,088)
(8,088)
(136)
(136)
(13)
(13)
(3,227)
(3,227)
(5,413)
(5,413)
(3,726)
(3,726)
157
157
420
420
43
43
1,704
1,704
628
628
301
301
4,359
4,359
(12,237)
(12,237)
(2,791)
(2,791)
279
279
(2,152)
(2,152)
(1,482)
(1,482)
(62)
(62)
5
5
(2,427)
(2,427)
(391)
(391)
1,663
1,663
40
40
(10,295)
(10,295)
(1,424)
(1,424)
(2,423)
(2,423)
(5,182)
(5,182)
(1,832)
(1,832)
4,427
4,427
–
–
61
61
7,792
7,792
417
417
371
371
9,933
9,933
(16,028)
(16,028)
2,488
2,488
98
98
(2,284)
(2,284)
(821)
(821)
–
–
7
7
(2,296)
(2,296)
(348)
(348)
(160)
(160)
59
59
(9,706)
(9,706)
(15,196)
(15,196)
(9,352)
(9,352)
(7,243)
(7,243)
13,288
13,288
(255)
(255)
5,790
5,790
(61)
(61)
13,605
13,605
(256)
(256)
13,288
13,288
1 Amount for 2022 includes €58 million (2021: €9 million inflow; 2020: €273 million outflow) of cash inflow on derivative financial instruments for the share buyback related to maturing tranches of
1 Amount for 2022 includes €58 million (2021: €9 million inflow; 2020: €273 million outflow) of cash inflow on derivative financial instruments for the share buyback related to maturing tranches of
2 Amount for 2021 reflects the settlement of a tender offer made to other shareholders of Kabel Deutschland Holding A.G.
2 Amount for 2021 reflects the settlement of a tender offer made to other shareholders of Kabel Deutschland Holding A.G.
Annual Report 2022
133 Vodafone Group Plc
133
Notes to the consolidated financial statements
Vodafone Group Plc
Annual Report 2022
Strategic report
Governance
NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss
1. Basis of preparation
Financials
Other information
Overview
Strategic Report
Governance
Financials
Other information
This section describes the critical accounting judgements and estimates that management has identified as
having a potentially material impact on the Group’s consolidated financial statements and sets out our
significant accounting policies that relate to the financial statements as a whole. Where an accounting
policy is generally applicable to a specific note to the financial statements, the policy is described within
that note. We have also detailed below the new accounting pronouncements that we will adopt in future
years and our current view of the impact they will have on our financial reporting.
The consolidated financial statements are prepared in accordance with UK-adopted International Accounting Standards (‘IAS’), with
International Financial Reporting Standards (‘IFRS’) as issued by the International Accounting Standards Board (‘IASB’) and with the requirements
of the Companies Act 2006 (the ‘Act’). The consolidated financial statements are prepared on a going concern basis (see page 118).
Vodafone Group Plc is incorporated and domiciled in England and Wales (registration number 1833679). The registered address of the
Company is Vodafone House, The Connection, Newbury, Berkshire, RG14 2FN, England.
IFRS requires the Directors to adopt accounting policies that are the most appropriate to the Group’s circumstances. These have been applied
consistently to all the years presented, unless otherwise stated. In determining and applying accounting policies, Directors and management
are required to make judgements and estimates in respect of items where the choice of specific policy, accounting judgement, estimate or
assumption to be followed could materially affect the Group’s reported financial position, results or cash flows and disclosure of contingent
assets or liabilities during the reporting period; it may later be determined that a different choice may have been more appropriate.
The Group’s critical accounting judgements and key sources of estimation uncertainty are detailed below. Actual outcomes could differ from
those estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognised in the period in which the estimate is revised if the revision affects only that period; they are recognised in the period of the revision
and future periods if the revision affects both current and future periods.
Management regularly reviews, and revises as necessary, the accounting judgements that significantly impact the amounts recognised in the
financial statements and the estimates that are considered to be ‘critical estimates’ due to their potential to give rise to material adjustments in
the Group’s financial statements in the year to 31 March 2023. As at 31 March 2022, management has identified critical judgements in respect
of revenue recognition, lease accounting, valuing assets and liabilities acquired in business combinations, the accounting for tax disputes in
India, the classification of joint arrangements, whether to recognise provisions or to disclose contingent liabilities and the impacts of climate
change. In addition, management has identified critical accounting estimates in relation to the recovery of deferred tax assets, post employment
benefits and impairment reviews; estimates have also been identified that are not considered to be critical in respect of the allocation of
revenue to goods and services, the useful economic lives of finite lived intangibles and property, plant and equipment.
The majority of the Group’s provisions are either long-term in nature (such as asset retirement obligations) or relate to shorter-term liabilities
(such as those relating to restructuring and property) where there is not considered to be a significant risk of material adjustment in the next
financial year. Critical judgements exercised in respect of tax disputes in India, include the cases relating to our acquisition of Hutchison Essar
Limited (Vodafone India).
These critical accounting judgements, estimates and related disclosures have been discussed with the Group’s Audit and Risk Committee.
Critical accounting judgements and key sources of estimation uncertainty
Revenue recognition
Revenue recognition under IFRS 15 necessitates the collation and processing of very large amounts of data and the use of management
judgements and estimates to produce financial information. The most significant accounting judgements and source of estimation uncertainty
are disclosed below.
Gross versus net presentation
If the Group has control of goods or services when they are delivered to a customer, then the Group is the principal in the sale to the customer;
otherwise the Group is acting as an agent. Whether the Group is considered to be the principal or an agent in the transaction depends on
analysis by management of both the legal form and substance of the agreement between the Group and its business partners; such
judgements impact the amount of reported revenue and operating expenses (see note 2 ‘Revenue disaggregation and segmental analysis’) but
do not impact reported assets, liabilities or cash flows. Scenarios requiring judgement to determine whether the Group is a principal or an agent
include, for example, those where the Group delivers third-party branded software or services (such as premium music, TV content or cloud-
based services) to customers and good or services delivered to customers in partnership with a third-party.
Annual Report 2022
134 Vodafone Group Plc
134
Notes to the consolidated financial statements (continued)
Strategic report
Governance
Vodafone Group Plc
Annual Report 2022
2020
Financials
Other information
NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))
1. Basis of preparation (continued)
Allocation of revenue to goods and services provided to customers
Revenue is recognised when goods and services are delivered to customers (see note 2 ‘Revenue disaggregation and segmental analysis’). Goods
and services may be delivered to a customer at different times under the same contract, hence it is necessary to allocate the amount payable by
the customer between goods and services on a ‘relative standalone selling price basis’; this requires the identification of performance obligations
(‘obligations’) and the determination of standalone selling prices for the identified obligations. The determination of obligations is, for the primary
goods and services sold by the Group, not considered to be a critical accounting judgement; the Group’s policy on identifying obligations is
disclosed in note 2 ‘Revenue disaggregation and segmental analysis’. The determination of standalone selling prices for identified obligations is
discussed below.
It is necessary to estimate the standalone price when the Group does not sell equivalent goods or services in similar circumstances on a standalone
basis. When estimating the standalone price the Group maximises the use of external inputs; methods for estimating standalone prices include
determining the standalone price of similar goods and services sold by the Group, observing the standalone prices for similar goods and services
when sold by third parties or using a cost-plus reasonable margin approach (which is sometimes the case for devices and other equipment). Where
it is not possible to reliably estimate standalone prices due to a lack of observable standalone sales or highly variable pricing, which is sometimes the
case for services, the standalone price of an obligation may be determined as the transaction price less the standalone prices of other obligations in
the contract. The standalone price determined for obligations materially impacts the allocation of revenue between obligations and impacts the
timing of revenue when obligations are provided to customers at different times – for example, the allocation of revenue between devices, which are
usually delivered up-front, and services which are typically delivered over the contract period. However, there is not considered to be a significant
risk of material adjustment to the carrying value of contract-related assets or liabilities in the 12 months after the balance sheet date if these
estimates were revised.
Lease accounting
Lease accounting under IFRS 16 is complex and necessitates the collation and processing of very large amounts of data and the increased use of
management judgements and estimates to produce financial information. The most significant accounting judgements are disclosed below.
Lease identification
Whether the arrangement is considered a lease or a service contract depends on the analysis by management of both the legal form and substance
of the arrangement between the Group and the counter-party to determine if control of an identified asset has been passed between the parties; if
not, the arrangement is a service arrangement. Control exists if the Group obtains substantially all of the economic benefit from the use of the asset,
and has the ability to direct its use, for a period of time. An identified asset exists where an agreement explicitly or implicitly identifies an asset or a
physically distinct portion of an asset which the lessor has no substantive right to substitute.
The scenarios requiring the greatest judgement include those where the arrangement is for the use of fibre or other fixed telecommunication lines.
Generally, where the Group has exclusive use of a physical line it is determined that the Group can also direct the use of the line and therefore leases
will be recognised. Where the Group provides access to fibre or other fixed telecommunication lines to another operator on a wholesale basis the
arrangement will generally be identified as a lease, whereas when the Group provides fixed line services to an end-user, generally control over such
lines is not passed to the end-user and a lease is not identified.
The impact of determining whether an agreement is a lease or a service depends on whether the Group is a potential lessee or lessor in the
arrangement and, where the Group is a lessor, whether the arrangement is classified as an operating or finance lease. The impacts for each scenario
are described below where the Group is potentially:
- A lessee. The judgement impacts the nature and timing of both costs and reported assets and liabilities. A lease results in an asset and a liability
being reported and depreciation and interest being recognised; the interest charge will decrease over the life of the lease. A service contract
results in operating expenses being recognised evenly over the life of the contract and no assets or liabilities being recorded (other than trade
payables, prepayments and accruals).
- An operating lessor. The judgement impacts the nature of income recognised. An operating lease results in lease income being recognised whilst
a service contract results in service revenue. Both are recognised evenly over the life of the contract.
- A finance lessor. The judgement impacts the nature and timing of both income and reported assets. A finance lease results in the lease income
being recognised at commencement of the lease and an asset (the net investment in the lease) being recorded.
Lease term
Where leases include additional optional periods after an initial lease term, significant judgement is required in determining whether these optional
periods should be included when determining the lease term. The impact of this judgement is significantly greater where the Group is a lessee. As a
lessee, optional periods are included in the lease term if the Group is reasonably certain it will exercise an extension option or will not exercise a
termination option; this depends on an analysis by management of all relevant facts and circumstances including the leased asset’s nature and
purpose, the economic and practical potential for replacing the asset and any plans that the Group has in place for the future use of the asset. Where
a leased asset is highly customised (either when initially provided or as a result of leasehold improvements) or it is impractical or uneconomic to
replace then the Group is more likely to judge that lease extension options are reasonably certain to be exercised. The value of the right-of-use asset
and lease liability will be greater when extension options are included in the lease term. The normal approach adopted for lease term by asset class
is described below.
134 Vodafone Group Plc
Annual Report 2022
134
134
Vodafone Group Plc
Vodafone Group Plc
2020
2020
Notes to the consolidated financial statements (continued)
Annual Report 2022
Annual Report 2022
NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))
NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))
1. Basis of preparation (continued)
1. Basis of preparation (continued)
Allocation of revenue to goods and services provided to customers
Allocation of revenue to goods and services provided to customers
Revenue is recognised when goods and services are delivered to customers (see note 2 ‘Revenue disaggregation and segmental analysis’). Goods
Revenue is recognised when goods and services are delivered to customers (see note 2 ‘Revenue disaggregation and segmental analysis’). Goods
and services may be delivered to a customer at different times under the same contract, hence it is necessary to allocate the amount payable by
and services may be delivered to a customer at different times under the same contract, hence it is necessary to allocate the amount payable by
the customer between goods and services on a ‘relative standalone selling price basis’; this requires the identification of performance obligations
the customer between goods and services on a ‘relative standalone selling price basis’; this requires the identification of performance obligations
(‘obligations’) and the determination of standalone selling prices for the identified obligations. The determination of obligations is, for the primary
(‘obligations’) and the determination of standalone selling prices for the identified obligations. The determination of obligations is, for the primary
goods and services sold by the Group, not considered to be a critical accounting judgement; the Group’s policy on identifying obligations is
goods and services sold by the Group, not considered to be a critical accounting judgement; the Group’s policy on identifying obligations is
disclosed in note 2 ‘Revenue disaggregation and segmental analysis’. The determination of standalone selling prices for identified obligations is
disclosed in note 2 ‘Revenue disaggregation and segmental analysis’. The determination of standalone selling prices for identified obligations is
discussed below.
discussed below.
It is necessary to estimate the standalone price when the Group does not sell equivalent goods or services in similar circumstances on a standalone
It is necessary to estimate the standalone price when the Group does not sell equivalent goods or services in similar circumstances on a standalone
basis. When estimating the standalone price the Group maximises the use of external inputs; methods for estimating standalone prices include
basis. When estimating the standalone price the Group maximises the use of external inputs; methods for estimating standalone prices include
determining the standalone price of similar goods and services sold by the Group, observing the standalone prices for similar goods and services
determining the standalone price of similar goods and services sold by the Group, observing the standalone prices for similar goods and services
when sold by third parties or using a cost-plus reasonable margin approach (which is sometimes the case for devices and other equipment). Where
when sold by third parties or using a cost-plus reasonable margin approach (which is sometimes the case for devices and other equipment). Where
it is not possible to reliably estimate standalone prices due to a lack of observable standalone sales or highly variable pricing, which is sometimes the
it is not possible to reliably estimate standalone prices due to a lack of observable standalone sales or highly variable pricing, which is sometimes the
case for services, the standalone price of an obligation may be determined as the transaction price less the standalone prices of other obligations in
case for services, the standalone price of an obligation may be determined as the transaction price less the standalone prices of other obligations in
the contract. The standalone price determined for obligations materially impacts the allocation of revenue between obligations and impacts the
the contract. The standalone price determined for obligations materially impacts the allocation of revenue between obligations and impacts the
timing of revenue when obligations are provided to customers at different times – for example, the allocation of revenue between devices, which are
timing of revenue when obligations are provided to customers at different times – for example, the allocation of revenue between devices, which are
usually delivered up-front, and services which are typically delivered over the contract period. However, there is not considered to be a significant
usually delivered up-front, and services which are typically delivered over the contract period. However, there is not considered to be a significant
risk of material adjustment to the carrying value of contract-related assets or liabilities in the 12 months after the balance sheet date if these
risk of material adjustment to the carrying value of contract-related assets or liabilities in the 12 months after the balance sheet date if these
estimates were revised.
estimates were revised.
Lease accounting
Lease accounting
Lease identification
Lease identification
Lease accounting under IFRS 16 is complex and necessitates the collation and processing of very large amounts of data and the increased use of
Lease accounting under IFRS 16 is complex and necessitates the collation and processing of very large amounts of data and the increased use of
management judgements and estimates to produce financial information. The most significant accounting judgements are disclosed below.
management judgements and estimates to produce financial information. The most significant accounting judgements are disclosed below.
Whether the arrangement is considered a lease or a service contract depends on the analysis by management of both the legal form and substance
Whether the arrangement is considered a lease or a service contract depends on the analysis by management of both the legal form and substance
of the arrangement between the Group and the counter-party to determine if control of an identified asset has been passed between the parties; if
of the arrangement between the Group and the counter-party to determine if control of an identified asset has been passed between the parties; if
not, the arrangement is a service arrangement. Control exists if the Group obtains substantially all of the economic benefit from the use of the asset,
not, the arrangement is a service arrangement. Control exists if the Group obtains substantially all of the economic benefit from the use of the asset,
and has the ability to direct its use, for a period of time. An identified asset exists where an agreement explicitly or implicitly identifies an asset or a
and has the ability to direct its use, for a period of time. An identified asset exists where an agreement explicitly or implicitly identifies an asset or a
physically distinct portion of an asset which the lessor has no substantive right to substitute.
physically distinct portion of an asset which the lessor has no substantive right to substitute.
The scenarios requiring the greatest judgement include those where the arrangement is for the use of fibre or other fixed telecommunication lines.
The scenarios requiring the greatest judgement include those where the arrangement is for the use of fibre or other fixed telecommunication lines.
Generally, where the Group has exclusive use of a physical line it is determined that the Group can also direct the use of the line and therefore leases
Generally, where the Group has exclusive use of a physical line it is determined that the Group can also direct the use of the line and therefore leases
will be recognised. Where the Group provides access to fibre or other fixed telecommunication lines to another operator on a wholesale basis the
will be recognised. Where the Group provides access to fibre or other fixed telecommunication lines to another operator on a wholesale basis the
arrangement will generally be identified as a lease, whereas when the Group provides fixed line services to an end-user, generally control over such
arrangement will generally be identified as a lease, whereas when the Group provides fixed line services to an end-user, generally control over such
lines is not passed to the end-user and a lease is not identified.
lines is not passed to the end-user and a lease is not identified.
The impact of determining whether an agreement is a lease or a service depends on whether the Group is a potential lessee or lessor in the
The impact of determining whether an agreement is a lease or a service depends on whether the Group is a potential lessee or lessor in the
arrangement and, where the Group is a lessor, whether the arrangement is classified as an operating or finance lease. The impacts for each scenario
arrangement and, where the Group is a lessor, whether the arrangement is classified as an operating or finance lease. The impacts for each scenario
are described below where the Group is potentially:
are described below where the Group is potentially:
- A lessee. The judgement impacts the nature and timing of both costs and reported assets and liabilities. A lease results in an asset and a liability
- A lessee. The judgement impacts the nature and timing of both costs and reported assets and liabilities. A lease results in an asset and a liability
being reported and depreciation and interest being recognised; the interest charge will decrease over the life of the lease. A service contract
being reported and depreciation and interest being recognised; the interest charge will decrease over the life of the lease. A service contract
results in operating expenses being recognised evenly over the life of the contract and no assets or liabilities being recorded (other than trade
results in operating expenses being recognised evenly over the life of the contract and no assets or liabilities being recorded (other than trade
payables, prepayments and accruals).
payables, prepayments and accruals).
- An operating lessor. The judgement impacts the nature of income recognised. An operating lease results in lease income being recognised whilst
- An operating lessor. The judgement impacts the nature of income recognised. An operating lease results in lease income being recognised whilst
a service contract results in service revenue. Both are recognised evenly over the life of the contract.
a service contract results in service revenue. Both are recognised evenly over the life of the contract.
- A finance lessor. The judgement impacts the nature and timing of both income and reported assets. A finance lease results in the lease income
- A finance lessor. The judgement impacts the nature and timing of both income and reported assets. A finance lease results in the lease income
being recognised at commencement of the lease and an asset (the net investment in the lease) being recorded.
being recognised at commencement of the lease and an asset (the net investment in the lease) being recorded.
Lease term
Lease term
Where leases include additional optional periods after an initial lease term, significant judgement is required in determining whether these optional
Where leases include additional optional periods after an initial lease term, significant judgement is required in determining whether these optional
periods should be included when determining the lease term. The impact of this judgement is significantly greater where the Group is a lessee. As a
periods should be included when determining the lease term. The impact of this judgement is significantly greater where the Group is a lessee. As a
lessee, optional periods are included in the lease term if the Group is reasonably certain it will exercise an extension option or will not exercise a
lessee, optional periods are included in the lease term if the Group is reasonably certain it will exercise an extension option or will not exercise a
termination option; this depends on an analysis by management of all relevant facts and circumstances including the leased asset’s nature and
termination option; this depends on an analysis by management of all relevant facts and circumstances including the leased asset’s nature and
purpose, the economic and practical potential for replacing the asset and any plans that the Group has in place for the future use of the asset. Where
purpose, the economic and practical potential for replacing the asset and any plans that the Group has in place for the future use of the asset. Where
a leased asset is highly customised (either when initially provided or as a result of leasehold improvements) or it is impractical or uneconomic to
a leased asset is highly customised (either when initially provided or as a result of leasehold improvements) or it is impractical or uneconomic to
replace then the Group is more likely to judge that lease extension options are reasonably certain to be exercised. The value of the right-of-use asset
replace then the Group is more likely to judge that lease extension options are reasonably certain to be exercised. The value of the right-of-use asset
and lease liability will be greater when extension options are included in the lease term. The normal approach adopted for lease term by asset class
and lease liability will be greater when extension options are included in the lease term. The normal approach adopted for lease term by asset class
is described below.
is described below.
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The lease terms can vary significantly by type and use of asset and geography. In addition, the exact lease term is subject to the non-cancellable
period and rights and options in each contract. Generally, lease terms are judged to be the longer of the minimum lease term and:
- Between 5 and 10 years for land and buildings (excluding retail), with terms at the top end of this range if the lease relates to assets that are
considered to be difficult to exit sooner for economic, practical or reputational reasons;
- To the next contractual lease break date for retail premises (excluding breaks within the next 12 months);
- Where leases are used to provide internal connectivity the lease term for the connectivity is aligned to the lease term or useful economic life of
the assets connected;
- The customer service agreement length for leases of local loop connections or other assets required to provide fixed line services to individual
customers; and
- Where there are contractual agreements to provide services using leased assets, the lease term for these assets is generally set in accordance
with the above principles or for the lease term required to provide the services for the agreed service period, if longer.
In most instances the Group has options to renew or extend leases for additional periods after the end of the lease term which are assessed using
the criteria above.
Lease terms are reassessed if a significant event or change in circumstances occurs relating to the leased assets that is within the control of the
Group; such changes usually relate to commercial agreements entered into by the Group, or business decisions made by the Group. Where such
changes change the Group’s assessment of whether it is reasonably certain to exercise options to extend, or not terminate leases, then the lease
term is reassessed and the lease liability is remeasured, which in most cases will increase the lease liability.
Taxation
The Group’s tax charge on ordinary activities is the sum of the total current and deferred tax charges. The calculation of the Group’s total tax
charge involves estimation and judgement in respect of certain matters, being principally:
Recognition of deferred tax assets
Significant items on which the Group has exercised accounting estimation and judgement include the recognition of deferred tax assets in
respect of losses in Luxembourg, Germany, Italy and Spain as well as capital allowances in the United Kingdom. The recognition of deferred tax
assets, particularly in respect of tax losses, is based upon whether management judge that it is probable that there will be sufficient and suitable
taxable profits in the relevant legal entity or tax group against which to utilise the assets in the future. The Group assesses the availability of
future taxable profits using the same undiscounted five year forecasts for the Group’s operations as are used in the Group’s value in use
calculations (see note 4 ‘Impairment losses’). In the case of Luxembourg, this includes forecasts of future income from the Group’s internal
financing, centralised procurement and roaming activities.
Where tax losses are forecast to be recovered beyond the five year period, the availability of taxable profits is assessed using the cash flows and
long-term growth rates used for the value in use calculations.
The estimated cash flows inherent in these forecasts include the unsystematic risks of operating in the telecommunications business including
the potential impacts of changes in the market structure, trends in customer pricing, the costs associated with the acquisition and retention of
customers, future technological evolutions and potential regulatory changes, such as our ability to acquire and/or renew spectrum licences.
Changes in the estimates which underpin the Group’s forecasts could have an impact on the amount of future taxable profits and could have a
significant impact on the period over which the deferred tax asset would be recovered.
The Group only considers substantively enacted tax laws when assessing the amount and availability of tax losses to offset against the future
taxable profits. See note 6 ‘Taxation’ to the consolidated financial statements.
See additional commentary relating to climate change on page 158.
Uncertain tax positions
The tax impact of a transaction or item can be uncertain until a conclusion is reached with the relevant tax authority or through a legal process.
The Group uses in-house tax experts when assessing uncertain tax positions and seeks the advice of external professional advisors where
appropriate. The most significant judgement in this area relates to the Group’s tax disputes in India, including the cases relating to the Group’s
acquisition of Hutchison Essar Limited (Vodafone India). Further details of the tax disputes in India are included in note 29 ‘Contingent liabilities
and legal proceedings’ to the consolidated financial statements.
Business combinations and goodwill
When the Group completes a business combination, the fair values of the identifiable assets and liabilities acquired, including intangible assets, are
recognised. The determination of the fair values of acquired assets and liabilities is based, to a considerable extent, on management’s judgement. If
the purchase consideration exceeds the fair value of the net assets acquired then the incremental amount paid is recognised as goodwill. If the
purchase price consideration is lower than the fair value of the assets acquired then the difference is recorded as a gain in the income statement.
Allocation of the purchase price between finite lived assets (discussed below) and indefinite lived assets such as goodwill affects the subsequent
results of the Group as finite lived intangible assets are amortised, whereas indefinite lived intangible assets, including goodwill, are not amortised.
See note 27 ‘Acquisitions and disposals’ to the consolidated financial statements for further details.
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1. Basis of preparation (continued)
Joint arrangements
The Group participates in a number of joint arrangements where control of the arrangement is shared with one or more other parties. Judgement is
required to classify joint arrangements in a separate legal entity as either a joint operation or as a joint venture, which depends on management’s
assessment of the legal form and substance of the arrangement taking into account relevant facts and circumstances such as whether the owners
have rights to substantially all the economic outputs and, in substance, settle the liabilities of the entity.
The classification can have a material impact on the consolidated financial statements. The Group’s share of assets, liabilities, revenue, expenses and
cash flows of joint operations are included in the consolidated financial statements on a line-by-line basis, whereas the Group’s investment and
share of results of joint ventures are shown within single line items in the consolidated statement of financial position and consolidated income
statement respectively. See note 12 ‘Investments in associates and joint arrangements’ to the consolidated financial statements.
Finite lived intangible assets
Other intangible assets include amounts spent by the Group acquiring licences and spectrum, customer bases and the costs of purchasing and
developing computer software.
Where intangible assets are acquired through business combinations and no active market for the assets exists, the fair value of these assets is
determined by discounting estimated future net cash flows generated by the asset. Estimates relating to the future cash flows and discount rates
used may have a material effect on the reported amounts of finite lived intangible assets.
Estimation of useful life
The useful life over which intangible assets are amortised depends on management’s estimate of the period over which economic benefit will be
derived from the asset. Useful lives are periodically reviewed to ensure that they remain appropriate. Management’s estimates of useful life have a
material impact on the amount of amortisation recorded in the year, but there is not considered to be a significant risk of material adjustment to the
carrying values of intangible assets in the year to 31 March 2023 if these estimates were revised. The basis for determining the useful life for the
most significant categories of intangible assets are discussed below.
Customer bases
The estimated useful life principally reflects management’s view of the average economic life of the customer base and is assessed by reference to
customer churn rates. An increase in churn rates may lead to a reduction in the estimated useful life and an increase in the amortisation charge.
Capitalised software
For computer software, the estimated useful life is based on management’s view, considering historical experience with similar products as well as
anticipation of future events which may impact their life such as changes in technology. The useful life will not exceed the duration of a licence.
Property, plant and equipment
Property, plant and equipment represents 26.5% of the Group’s total assets (2021: 26.6%). Estimates and assumptions made may have a material
impact on their carrying value and related depreciation charge. See note 11 ‘Property, plant and equipment’ to the consolidated financial
statements for further details.
Estimation of useful life
The depreciation charge for an asset is derived using estimates of its expected useful life and expected residual value, which are reviewed annually.
Management’s estimates of useful life have a material impact on the amount of depreciation recorded in the year, but there is not considered to be
a significant risk of material adjustment to the carrying values of property, plant and equipment in the year to 31 March 2023 if these estimates were
revised.
Management determines the useful lives and residual values for assets when they are acquired, based on experience with similar assets and taking
into account other relevant factors such as any expected changes in technology.
See additional commentary relating to climate change, below.
Post employment benefits
Management uses estimates when determining the Group’s liabilities and expenses arising for defined benefit pension schemes. Management is
required to estimate the future rates of inflation, salary increases, discount rates and longevity of members, each of which may have a material
impact on the defined benefit obligations that are recorded. Further details, including a sensitivity analysis, are included in note 25 ‘Post employment
benefits’ to the consolidated financial statements.
Contingent liabilities
The Group exercises judgement to determine whether to recognise provisions and the exposures to contingent liabilities related to pending
litigations or other outstanding claims subject to negotiated settlement, mediation, arbitration or government regulation, as well as other contingent
liabilities (see note 29 ‘Contingent liabilities and legal proceedings’ to the consolidated financial statements). Judgement is necessary to assess the
likelihood that a pending claim will succeed, or a liability will arise.
Impairment reviews
IFRS requires management to perform impairment tests annually for indefinite lived assets, for finite lived assets and for equity accounted
investments, if events or changes in circumstances indicate that their carrying amounts may not be recoverable.
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Notes to the consolidated financial statements (continued)
Annual Report 2022
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NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))
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1. Basis of preparation (continued)
1. Basis of preparation (continued)
Joint arrangements
Joint arrangements
The Group participates in a number of joint arrangements where control of the arrangement is shared with one or more other parties. Judgement is
The Group participates in a number of joint arrangements where control of the arrangement is shared with one or more other parties. Judgement is
required to classify joint arrangements in a separate legal entity as either a joint operation or as a joint venture, which depends on management’s
required to classify joint arrangements in a separate legal entity as either a joint operation or as a joint venture, which depends on management’s
assessment of the legal form and substance of the arrangement taking into account relevant facts and circumstances such as whether the owners
assessment of the legal form and substance of the arrangement taking into account relevant facts and circumstances such as whether the owners
have rights to substantially all the economic outputs and, in substance, settle the liabilities of the entity.
have rights to substantially all the economic outputs and, in substance, settle the liabilities of the entity.
The classification can have a material impact on the consolidated financial statements. The Group’s share of assets, liabilities, revenue, expenses and
The classification can have a material impact on the consolidated financial statements. The Group’s share of assets, liabilities, revenue, expenses and
cash flows of joint operations are included in the consolidated financial statements on a line-by-line basis, whereas the Group’s investment and
cash flows of joint operations are included in the consolidated financial statements on a line-by-line basis, whereas the Group’s investment and
share of results of joint ventures are shown within single line items in the consolidated statement of financial position and consolidated income
share of results of joint ventures are shown within single line items in the consolidated statement of financial position and consolidated income
statement respectively. See note 12 ‘Investments in associates and joint arrangements’ to the consolidated financial statements.
statement respectively. See note 12 ‘Investments in associates and joint arrangements’ to the consolidated financial statements.
Other intangible assets include amounts spent by the Group acquiring licences and spectrum, customer bases and the costs of purchasing and
Other intangible assets include amounts spent by the Group acquiring licences and spectrum, customer bases and the costs of purchasing and
Finite lived intangible assets
Finite lived intangible assets
developing computer software.
developing computer software.
Where intangible assets are acquired through business combinations and no active market for the assets exists, the fair value of these assets is
Where intangible assets are acquired through business combinations and no active market for the assets exists, the fair value of these assets is
determined by discounting estimated future net cash flows generated by the asset. Estimates relating to the future cash flows and discount rates
determined by discounting estimated future net cash flows generated by the asset. Estimates relating to the future cash flows and discount rates
used may have a material effect on the reported amounts of finite lived intangible assets.
used may have a material effect on the reported amounts of finite lived intangible assets.
Estimation of useful life
Estimation of useful life
The useful life over which intangible assets are amortised depends on management’s estimate of the period over which economic benefit will be
The useful life over which intangible assets are amortised depends on management’s estimate of the period over which economic benefit will be
derived from the asset. Useful lives are periodically reviewed to ensure that they remain appropriate. Management’s estimates of useful life have a
derived from the asset. Useful lives are periodically reviewed to ensure that they remain appropriate. Management’s estimates of useful life have a
material impact on the amount of amortisation recorded in the year, but there is not considered to be a significant risk of material adjustment to the
material impact on the amount of amortisation recorded in the year, but there is not considered to be a significant risk of material adjustment to the
carrying values of intangible assets in the year to 31 March 2023 if these estimates were revised. The basis for determining the useful life for the
carrying values of intangible assets in the year to 31 March 2023 if these estimates were revised. The basis for determining the useful life for the
most significant categories of intangible assets are discussed below.
most significant categories of intangible assets are discussed below.
The estimated useful life principally reflects management’s view of the average economic life of the customer base and is assessed by reference to
The estimated useful life principally reflects management’s view of the average economic life of the customer base and is assessed by reference to
customer churn rates. An increase in churn rates may lead to a reduction in the estimated useful life and an increase in the amortisation charge.
customer churn rates. An increase in churn rates may lead to a reduction in the estimated useful life and an increase in the amortisation charge.
For computer software, the estimated useful life is based on management’s view, considering historical experience with similar products as well as
For computer software, the estimated useful life is based on management’s view, considering historical experience with similar products as well as
anticipation of future events which may impact their life such as changes in technology. The useful life will not exceed the duration of a licence.
anticipation of future events which may impact their life such as changes in technology. The useful life will not exceed the duration of a licence.
Property, plant and equipment represents 26.5% of the Group’s total assets (2021: 26.6%). Estimates and assumptions made may have a material
Property, plant and equipment represents 26.5% of the Group’s total assets (2021: 26.6%). Estimates and assumptions made may have a material
impact on their carrying value and related depreciation charge. See note 11 ‘Property, plant and equipment’ to the consolidated financial
impact on their carrying value and related depreciation charge. See note 11 ‘Property, plant and equipment’ to the consolidated financial
Customer bases
Customer bases
Capitalised software
Capitalised software
Property, plant and equipment
Property, plant and equipment
statements for further details.
statements for further details.
Estimation of useful life
Estimation of useful life
revised.
revised.
The depreciation charge for an asset is derived using estimates of its expected useful life and expected residual value, which are reviewed annually.
The depreciation charge for an asset is derived using estimates of its expected useful life and expected residual value, which are reviewed annually.
Management’s estimates of useful life have a material impact on the amount of depreciation recorded in the year, but there is not considered to be
Management’s estimates of useful life have a material impact on the amount of depreciation recorded in the year, but there is not considered to be
a significant risk of material adjustment to the carrying values of property, plant and equipment in the year to 31 March 2023 if these estimates were
a significant risk of material adjustment to the carrying values of property, plant and equipment in the year to 31 March 2023 if these estimates were
Management determines the useful lives and residual values for assets when they are acquired, based on experience with similar assets and taking
Management determines the useful lives and residual values for assets when they are acquired, based on experience with similar assets and taking
into account other relevant factors such as any expected changes in technology.
into account other relevant factors such as any expected changes in technology.
See additional commentary relating to climate change, below.
See additional commentary relating to climate change, below.
Post employment benefits
Post employment benefits
Management uses estimates when determining the Group’s liabilities and expenses arising for defined benefit pension schemes. Management is
Management uses estimates when determining the Group’s liabilities and expenses arising for defined benefit pension schemes. Management is
required to estimate the future rates of inflation, salary increases, discount rates and longevity of members, each of which may have a material
required to estimate the future rates of inflation, salary increases, discount rates and longevity of members, each of which may have a material
impact on the defined benefit obligations that are recorded. Further details, including a sensitivity analysis, are included in note 25 ‘Post employment
impact on the defined benefit obligations that are recorded. Further details, including a sensitivity analysis, are included in note 25 ‘Post employment
benefits’ to the consolidated financial statements.
benefits’ to the consolidated financial statements.
Contingent liabilities
Contingent liabilities
The Group exercises judgement to determine whether to recognise provisions and the exposures to contingent liabilities related to pending
The Group exercises judgement to determine whether to recognise provisions and the exposures to contingent liabilities related to pending
litigations or other outstanding claims subject to negotiated settlement, mediation, arbitration or government regulation, as well as other contingent
litigations or other outstanding claims subject to negotiated settlement, mediation, arbitration or government regulation, as well as other contingent
liabilities (see note 29 ‘Contingent liabilities and legal proceedings’ to the consolidated financial statements). Judgement is necessary to assess the
liabilities (see note 29 ‘Contingent liabilities and legal proceedings’ to the consolidated financial statements). Judgement is necessary to assess the
likelihood that a pending claim will succeed, or a liability will arise.
likelihood that a pending claim will succeed, or a liability will arise.
Impairment reviews
Impairment reviews
IFRS requires management to perform impairment tests annually for indefinite lived assets, for finite lived assets and for equity accounted
IFRS requires management to perform impairment tests annually for indefinite lived assets, for finite lived assets and for equity accounted
investments, if events or changes in circumstances indicate that their carrying amounts may not be recoverable.
investments, if events or changes in circumstances indicate that their carrying amounts may not be recoverable.
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