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 2023. These reports were approved by the board of directors on 22 December 2023. 

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 2023.

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. 

We continue to maintain our Pulse survey as a regular part of our employee engagement process and this provides us with very useful feedback on important employee matters relating to the Company. 

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 UK is helped by more than 700 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 relating to planet, diversity and safety are included in tenders and Group conducts supplier audits and assessments. The key topics raised through this engagement were improving health and safety standards, driving towards net zero emissions in supply chains and supplier and product innovation. 

The UK held its annual supplier environment and safety forum and the Group recognised our suppliers with awards for health and safety, diversity and inclusion as well as planet efforts, and also launched an environmentally-linked supply chain finance programme which suppliers to the UK can benefit from. 

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. Our directors believe connectivity is essential, and everyone should have access to the opportunities it provides. The digital divide between those who have access to digital technology, and the 1.7 million households who do not, is at risk of widening further. 

Vodafone UK has already donated connectivity to one million people, now our directors have extended that commitment to help a total of four million people cross the digital divide by the end of 2025.  everyone.connected is our campaign to help people access the connectivity, devices and skills they need to live life to the full. 

Through the everyone.connected campaign, our Board has committed to working with charity partners, customers and employees to provide digital access and skills to the people and businesses in our society who need it most. We have helped more than 1,333,000 people so far by working with more than 2,000 charities, including our partners, the Trussell Trust through Buy One Give One, Barnardo’s, with the Great British Tech Appeal, Good Things Foundation through their National Databank and Device bank, 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 autumn of 2022, the Board approved the application of our everyone.connected campaign to help support those affected by the cost of living crisis, highlighting our support for the most vulnerable and launching affordable tariffs to support those on certain benefits including Essentials Broadband. 

Widening the scope of our everyone.connected campaign beyond donating connectivity also enables us to provide digital skills and confidence to people who need them. In September 2022, we launched the Hi Digital platform through the Vodafone Foundation, a digital literacy tool aimed at over 65s and in February 2023, building on over a decade of commitment to online safety, we launched Digital Parenting Pro, the UK’s largest directory of parental controls and safety settings across games, apps and social media. 

The directors are committed to achieving our wider four million goal and will continue to work with existing and new partners to reach digitally excluded people who need it most. But we know providing connectivity is just one part of the solution. Our Board has also committed to work to raise awareness of the issue of digital exclusion, 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 progress towards our goal of cutting carbon emissions from our operations and from energy we purchase and use to net zero (Scope 1 & 2) by 20273. Vodafone UK is powered by 100% renewable electricity since July 2021, and we have already cut carbon emissions from our operations by 92% (Scope 1 and 2 market-based emissions vs 2019/20 baseline), which means we are on track to achieve net zero by 20274. This is being delivered through a major efficiency programme, moving to electric vehicles and powering our business and network with renewables. 

In the year ended 31 March 2023, Vodafone UK: 

• Rolled out IoT and AI to improve the energy efficiency of our radio base station – on track to create 1,650 smart sites by the year ended 31 March 2024. 

• Installed our first on-site solar panels at a mobile telephone exchange network site in Gloucester.  

• Supported the development of 9 solar farms which are currently forecasted to provide 36% of our own demand electricity by the year ended 31 March 2025. 

• Switched on the UK’s first wind and solar powered mobile phone mast, supporting our net zero ambition and improving connectivity to remote locations. 

We are also transitioning to an electric fleet and offering our employees an electric vehicle scheme through salary sacrifice. 

Helping our customers

Our Internet of Things (IoT) technology has a vital role to play in helping our customers reduce their carbon emissions. Our research showed 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 underway include our Connected Forests project which showcases why our IoT network is ideal for connecting things in remote locations and how it can play a key role in protecting nature. We have also been using our IoT technology to help local authorities tackle major issues such as fly-tipping. 

Circular economy

The Board is also committed to encouraging reuse, repair and recycling to create a more circular economy for our mobile devices and network equipment.  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 year ended 31 March 2023 we extended our range of refurbished devices to 25 (2022: 22). Vodafone Business scaled our innovative leased mobile solution; over 95% of devices returned are recycled; and we are supporting our one million phones for the planet campaign with World Wide Fund for Nature to inspire people to hand in old devices for trade-in, to donate to social causes or to be recycled responsibly. 

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 shares in the ultimate parent company 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 continues with the Company 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 have a disability and we 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 MG Pecorari, our UK Wholesale and Strategy Director, is the Executive Sponsor of the VodABILITY network.