S172(1) statement

financial year ending 31 March 2024

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 2024. These reports were approved by the board of directors on 24 September 2024.

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 2024 on its website 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 Directors’ Report under Employee Involvement and Commitment.

We continue to use regular employee Spirit Beat surveys as part of our employee engagement process and these provide 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 900 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 driving 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 collaborated with industry peers and suppliers through the Joint Alliance for Corporate Social Responsibility, and also continued the rollout of an environmentally-linked supply chain finance programme which suppliers to the UK can benefit from.

Community & Environment:

At Vodafone, our aim is to create a digital society that includes everyone and helps protect the planet. We believe superfast connectivity and technology is the key to unlocking the UK’s potential. We are connecting people, businesses, and communities, so everyone can tap into the benefits of a digital society.

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 6% of UK households who are offline, is at risk of widening further.

The Company is committed to helping 4 million people and businesses cross the digital divide by the end of 2025. To date, 2.5 million people and businesses have benefitted from our programme, delivering £174 million in social value.

We deliver our goal through three workstreams:

1. Donating connectivity and tech

We donate six months’ free mobile connectivity to over 2,000 grassroots charities nationwide and through our partners the Trussell Trust and Good Things Foundation. Recognising the needs of SIM recipients in the context of broader social issues, such as the cost of living crisis, we increased the data allowance from 20GB to 40GB per month. We also call on the public and businesses to donate old devices which we restore and donate to young people through Barnardo’s and Good Things Foundation.

2. Offering affordable tariffs and services

We launched social mobile and broadband tariffs for those receiving Government benefits and we provide support to users who finish their six-month free SIM to access 7GB data, unlimited calls and texts at a half- price tariff of £5 per month.

3. Working with partners to upskill businesses and communities

We work with the National Society for the Prevention of Cruelty to Children (‘NSPCC’) to help families and children stay safe online, including our TRUST toolkit and ‘Your Child’s First Phone’ platform. We also offer Hi Digital for older people, business.connected for 570,000 small businesses, and sports.connected to help 200 community sports clubs.

Our commitment to the end of 2025 highlights our ambition to drive holistic change. We have built lasting partnerships with key charities: NSPCC, the Trussell Trust, Good Things Foundation, Barnardo’s and Independent Age. They have the expertise, network, and capability to reach the most vulnerable members of society and have co-created these programmes to ensure they are successful.

Our most recent partnership with NSPCC further embeds online safety into our programmes. The partnership resonates strongly with our employees and helps us work cross-functionally to launch new initiatives like ‘Your Child’s First Phone’ platform. This supported parents, promoted online safety and increased our customers’ awareness of refurbished devices, which are an example of our commitment to supporting the circular economy and giving customers the option to make sustainable choices.

We continue to support those affected by the cost of living crisis, offering affordable tariffs to support those on certain benefits including Essentials Broadband, VOXI For Now and a mobile tariff targeted at our everyone.connected users.

The directors are committed to achieving our four million goal and will continue to work with existing and new partners to reach digitally excluded people who need it most, however 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 2020, Vodafone set a series of ambitious objectives and established carbon reduction targets by 2030 which were approved by the Science Based Targets initiative (‘SBTi’) in line with reductions required to keep warming to 1.5°C. In the UK, we expedited this target to be achieved by 2027. Vodafone is committed to achieving net zero status across its complete carbon footprint on a global scale by 2040.

To achieve these ambitious targets our Board recognises the urgent need to take action to address the global climate crisis. The Company has been powered by 100% renewable electricity since July 2021, and we have already cut carbon emissions from our operations by 93% (scope 1 and 2 market-based emissions vs 2019/20 baseline). This is being delivered through a major rationalisation and efficiency programme, moving to electric vehicles, and powering our business and network with renewables.

In the year ended 31 March 2024, the Company:

Invested in rationalisation efforts to eliminate legacy networks while innovating infrastructure as part of the journey towards cloud-based technology. This has reduced our energy usage by 167 million kilowatt-hours (kWh) since the year ended 31 March 2016. Additionally, we are transitioning to highly energy-efficient servers within our technology centres, which also enables us to increase space operating temperatures to drive further energy savings.
Invested in installing and deploying additional on-site renewable electricity generation to expand our sustainable energy sources. We have also secured long-term Power Purchase Agreements (‘PPAs’), totalling 216 GWh, which offer high-quality, long-term supply of energy and price certainty from new, UK-based renewable sources.
Installed 650-kilowatt peak (kWp) of rooftop solar panels across three mobile telephone exchanges which should generate 550,000 kWh of renewable electricity a year, supplying around 12% of the sites’ annual energy requirement.
Continued our transition to an electric fleet and our commitment to sustainable employee commuting by only offering electric vehicles via our company car scheme.

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. For example, Vodafone has implemented its market-leading IoT technology to help measure and mitigate the impact of rising water temperatures and changing rainfall patterns on Atlantic salmon in Scotland. The project is part of the restoration of the River Nith, and its tributaries, to help ensure the preservation of Atlantic salmon and it will initially run for one year.

Circular economy

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.

People with disabilities

Applications for employment by people with disabilities are always fully considered, bearing in mind the respective aptitudes and abilities of the applicant concerned. In the event of members of staff having a new disability, 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 colleague with disabilities 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.