Corporate governance arrangements

for the financial year ending 31 March 2020

The following statement of corporate governance arrangements is extracted from the Vodafone Limited (the “Company”) directors report for the year ended 31 March 2020, which was approved by the board of directors on 15 February 2021.

Corporate governance arrangements

As a wholly owned subsidiary of Vodafone Group Plc (“the Group”), a company subject to the 2018 Corporate Governance Code (the ‘Code’), the Company has chosen not to adopt and report against the Code and, whilst we fully support the Wates Corporate Governance Principles for Larger Private Companies, the directors feel that they are less appropriate for the Company.

The Group maintains a group-wide Delegations of Authority and Entity Governance Policy which are designed to ensure the effective governance of all the Group’s related undertakings, including the Company. In addition the Company has adopted local policies expanding upon and providing guidance for the implementation of the Group-wide policies (collectively, the “Policies”). The Company has therefore adopted the Policies as the corporate governance principles and arrangements of the Company, which the directors believe are appropriate for the Company.

The Policies aim to ensure effective decision-making to promote the Company’s success for the long term and for the benefit of the Group and the Company’s wider stakeholders by (i) providing checks and balances on financial and other information, (ii) encouraging constructive challenge to the Company’s management (in addition to advice and support) and (iii) ensuring timely and high quality information is received by the directors.