S172(1) statement

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 the Company’s strategic report and directors report (respectively) for the year ended 31 March 2022. These reports were approved by the board of directors on 25 July 2022.

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.

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

Further details on our engagement with stakeholders including the way we engaged and responded as a group can be found in the financial statements of Vodafone Group Plc for the year ended 31 March 2022 on its website www.vodafone.com

People:

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, we maintained our Pulse survey which regularly sought the views of our employees in such unprecedented times. The feedback obtained though that route proved to be very useful and the surveys have now become a regular part of our employee engagement process.

We want to make sure that we have a positive impact on people and society, which includes respecting human rights in all our operations. The group is a long-standing member of the UN Global Compact and follows the United Nations Guiding Principles on Business and Human Rights, which guide our approach.

Suppliers:

The Company is part of the wider Vodafone Group and operates under a global supply chain management function. The Group is helped by more than 9,000 suppliers who partner with it. 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.

During the year the Group engaged with the supply chain through safety forums, events, conferences and site visits. Purpose criteria is included in tenders and Group conducts supplier audits and assessments. The key topics raised through this engagement were improving health and safety standards, promoting diversity and inclusion and driving towards net zero emissions in supply chains.

The Group held quarterly safety forums and recognised our suppliers with awards for health and safety, diversity and inclusion as well as planet efforts.

Community & Environment:

Our company purpose is to Connect for A Better Future. This underpins everything we do as a business, setting the agenda for why and how we operate globally. Our Directors believe what we do as a business, providing technology and connectivity can improve people’s lives and enhance our future. So our purpose is to create a digital society that includes everyone and protects our planet.

everyone.connected

Our Purpose north star in the UK is our everyone.connected campaign which has put tackling the digital divide at the heart of our business. The digital divide between those who have access to digital technology and those who do not is widening inequalities in society. Our Directors believe connectivity is essential, and everyone should have access to the opportunities it provides. everyone.connected is our campaign to help people access the connectivity, devices and skills they need to live life to the full.

Our Board has committed to connect one million people living in digital poverty by the end of 2022 and made this announcement in June 2021. We are working with charity partners, our customers and employees to provide digital access and skills to the people in our society who need it most. We’ve helped more than 350,000 people so far by working with more than 1,500 charities, including our partners, the Trussell Trust through Buy One Give One, Barnardo’s, with the Great British Tech Appeal, and hundreds more through our charities.connected initiative, allowing any UK registered charity to apply for free connectivity to tackle digital exclusion within their community. These charities support people in all sorts of situations that cause them to be digitally excluded, including those facing financial hardship, victims of domestic abuse, refugees arriving in the UK and the homeless.

In spring of 2022, the Board approved the pivot of our Great British Tech Appeal and charities.connected initiatives to help support those affected by the war in Ukraine, providing refugees arriving in the UK with connectivity and devices.

The directors are committed to achieving our one million goal and will continue to work with existing and new partners to reach the digitally excluded people who need it most. But we also know that providing connectivity is just one part of the solution. Our Board has also committed to work to raise awareness of this issue, seek out reliable data to drive impact and change, upskill those needing help, provide accessible tariffs for the financially vulnerable, and continue to donate connectivity where needed.

Net zero

In relation to our environmental impact, our Board remains committed to cutting carbon emissions from our business and network to net zero (Scope 1 & 2) by 2027. Switching to 100% renewable electricity, in July 2021, had a significant impact and we have reduced carbon emissions from our UK operations by 55% to the year ending 31 March 2022, despite significant growth in voice and data traffic over our network. We announced we would be trialling ‘self-powering’ masts that use a wind turbine and solar panels to generate electricity. Such masts could help us provide connectivity in hard-to-reach places that do not have an electricity supply and will help us cut carbon emissions too. We also announced we would be switching to 100% recycled plastic SIM cards.

Helping our customers

Our Internet of Things (IoT) technology has a vital role to play in helping our customers reduce their carbon emissions. We released research showing that new technologies such as 5G and IoT could help the UK reduce its carbon emissions by 4% a year, particularly in the transport, manufacturing and agriculture sectors. Examples currently underway in the UK include using IoT monitor erosion on the Dorset coast, keeping tabs on water pipes for leaks, and measuring the impact of climate change on forests.

Circular economy

We are committed to tackling electronic waste and promoting a circular economy. Our UK customers can already access circular services such as refurbished handsets, a market-leading digital platform with trade-in options, plus insurance, support and repairs to help them keep their handsets for longer. In the last year, around 120,000 devices were traded in and we recycled almost 30,000 routers.

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.

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 and 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.

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.

Disabled persons

Applications for employment by disabled persons are always fully considered, bearing in mind the respective aptitudes and abilities of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment with the Company continues and that appropriate training is arranged. It is the policy of the Company that the training, career development and promotion of a disabled person should, as far as possible, be identical to that of a person who does not suffer from a disability and we will consider all reasonable adjustments to achieve that aim.

We have an active and engaged employee network, called VodABILITY, which supports colleagues who have, and raises awareness of, disabilities. Our commitment to supporting colleagues who have a disability is supported by the fact that Shelley Malton, our Customer Service & Operations Director, is the Executive Sponsor of the VodABILITY network.