Board committees
The Board has established an Audit and Risk Committee, a Nominations and Governance Committee, Remuneration Committee and an ESG Committee, each of which has formal terms of reference approved by the Board.
Audit and Risk Committee
Members:
David Nish (Chair)
Deborah Kerr
Maria Amparo Moraleda Martinez
Michel Demaré
The objective of the Audit and Risk Committee 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 auditors and oversight of the Group’s systems of internal control, business risks and related compliance activities.
Responsibilities:
- Monitor the integrity of the financial statements, including the review of significant financial reporting judgements;
- Provide advice to the Board on whether the Annual Report is fair, balanced and understandable and 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;
- Monitor the activities and review the effectiveness of the Internal Audit function; and
- Monitor the Group’s risk management system, review of the principal risks and the management of those risks.
Nominations and Governance Committee
Members:
Jean-François van Boxmeer (Chair)
Sir Crispin Davis
Michel Demaré
Val Gooding
Stephen A. Carter CBE
The role of the Nominations and Governance Committee is to make sure the Board comprises individuals with the necessary skills, knowledge and experience to ensure that it is effectively discharging its responsibilities and to have oversight of all matters relating to corporate governance.
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.
Remuneration Committee
Members:
Val Gooding (Chair)
Michel Demaré
Dame Clara Furse DBE
Delphine Ernotte Cunci
The role of the Remuneration Committee is to assess and make recommendations to the Board on the policies for executive remuneration and reward packages for the individual Executive Directors.
Responsibilities:
- Determining, on behalf of the Board, the policy on the remuneration of the Chairman of the Board, the Executive Directors and the senior management team;
- Determining the total remuneration packages for these individuals including any compensation on termination of office;
- Operating within recognised principles of good governance; and
- Preparing an Annual Report on Directors’ remuneration.
ESG Committee
Members:
Amparo Moraleda (Chair)
Val Gooding
Dame Clara Furse DBE
Simon Segars
The role of the ESG Committee is 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.
Responsibilities:
- 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.