S172(1) statement

for the financial year ending 31 March 2020

The following section 172(1) statement and statement on employee involvement and commitment, which is referred to in the section 172(1) statement, are extracted from Vodafone Limited’s (“the Company”) strategic report and directors report (respectively) for the year ended 31 March 2020.  These reports were approved by the board of directors on 15 February 2021.

172(1) statement

In accordance with section 172 of the Companies Act 2006 each of the directors acts in the way that he or she considers, in good faith, would most likely promote the success of the Company for the benefit of its members as a whole.

All board meeting papers are required to address each of the matters noted below, if relevant, and adequate time is provided in board meetings for the directors to discuss these matters and request clarification or further information from management.

  • The probable consequences of any decisions in the long-term
  • The interests of the workforce
  • The need to foster the Company’s business relationships with suppliers, customers and other key stakeholders
  • The potential impact of the Company’s operations on communities and the environment
  • The need to protect Vodafone’s reputation for high standards of business conduct

Stakeholder engagement

The Company takes stakeholder engagement seriously, because it appreciates the fundamental need to build a holistic view of its business to promote a strategy which takes account of the broader operating environment. Directors benefit from improved insight into the needs of our stakeholders, provoking discussion of the potential risks and opportunities for our business in satisfying those needs, and understanding the potential impact of decisions on affected stakeholders. Better insight and diversity of perspectives leads to more productive and balanced board of directors’ discussions on complex issues and, as a result, decisions are well-considered.

All board meeting papers relating to a principal decision are required to state whether, and to what extent, any key stakeholder group has an interest in the matter. Adequate time is provided in board meetings for the directors to consider and discuss the interests of stakeholders and request clarification or further information from management.

Our board of directors is committed to engaging with stakeholders directly wherever possible. Provided below is an overview of the Board’s engagement with our key stakeholder groups during the year.


A number of engagement and feedback mechanisms for our employees are well established at the Company which are discussed further within the Director’s Report under Employee Involvement and Commitment. 

In response to Covid-19 changing the way we work, we quickly introduced a pulse survey which regularly seeks the views of our employees. It was encouraging to see strong levels of engagement and positive themes highlighted. These themes were communicated back to employees and fed into updates on our Covid-19 response.


The Company is part of the wider Vodafone Group, and operates under a global supply chain management function. Nick Read the Group CEO held a meeting with key suppliers in California to talk about challenges to the industry, to develop an improved understanding of their views and to identify future commercial opportunities. He reported his findings to the Group Board, highlighting that our suppliers are aligned with us on their future aspirations to invest in robust 5G technology and to develop enterprise and mobile edge computing.

Community & environment:

The Company’s board of directors has consistently championed and engaged in furthering our impact in the community through our company purpose activity, to connect a better future. This means we’re creating a digital society which is sustainable and leaves no one behind. The community impact is demonstrated through our award winning tech for good programmes and by developing and rolling out technologies that have transformed lives (DreamLab, No Isolation, Mencap, Bright Sky & TecSOS). Additionally, we have provided invaluable resources to parents and schools through our Digital Parenting resources. 

In our response to our environmental impact, our board has committed to halving our footprint by 2025. We have committed to reduce Greenhouse Gas emissions by 50%, move to 100% renewable electricity and achieve zero e-waste to landfill all by 2025.

Employee involvement and commitment

Employee involvement and commitment is encouraged throughout the Company and is the responsibility of the board of directors.

To ensure consistent and meaningful engagement, the Directors engage regularly and directly with employees via Listen Live, a regular virtual interactive session run by our CEO and General Management Team, via an internal social media platform.  We provide regular updates on the UK strategic priorities, financial results and it provides a forum for employees to ask questions directly of our directors. Our Directors are also kept informed of employee feedback via regular employee surveys and receive feedback on important employee matters relating to the Company. 

The Company also recognises the importance of providing information to, and consulting with, its employees  about workplace issues, such as company policies, health & safety and matters affecting terms and conditions of employment.  The Employee Consultation Council (“the ECC”) was established in 2014 as the primary mechanism for informing and consulting upon such matters. In recognition of the significant number of UK based employees of other companies within the Group, the ECC also operates as an information and consultation forum for those employees.

In the last couple of weeks of our financial year the country entered the Covid-19 lockdown, which resulted in the vast majority of our employees working from home. During this time it has been all the more important to ensure that everyone feels connected, engaged and valued. We have achieved this through frequent Company wide and business area specific updates, presentations and meetings and by making use of our online social forums to host things like quizzes, virtual ‘tea breaks’ and activities which employees and their families can all engage in. 

The directors of the Company are committed to the principle of employee share participation, providing employees with the opportunity to acquire Group’s shares on an advantageous basis operated under HM Revenue & Customs approved share scheme arrangements. This opportunity is provided through the Sharesave programme. 

Consultation with employees or their representatives has continued at all levels, with the aim of ensuring that their views are taken into account when policy decisions are made that are likely to affect their interests, and that all employees are aware of the financial and economic performance of their business units and of the Company as a whole. Communication with all employees continues through the range of channels outlined above.