Our Board of directors is responsible for providing effective leadership and is the primary decision-making group at Airtel Africa. Board members guide our operational and financial performance, set our strategy, and make sure we manage risk effectively within a framework of effective controls. In doing so, they consider the interests of a diverse range of stakeholders.
The ultimate owners of Airtel Africa are our shareholders, who play an important role in our governance structure.
Our chair leads the Board and makes sure it operates effectively by cultivating a culture of transparency, challenge and mutual respect.
There is a clear division of responsibilities between our chair, who leads the Board, and our CEO, who leads the business. You can read more about the responsibilities of our Board, chair, CEO, senior independent director and company secretary in this section.
Role of the Board
Board
Our Board is responsible for promoting the long-term sustainable success of Airtel Africa and generating value for all our stakeholders. It establishes our purpose, vision and core values. It sets our culture and determines our strategy, risk management, succession and policies. And it monitors progress against the targets.
Chair
- Provides leadership and guidance and ensures that the Board effectively directs the Group
- Chairs Board and Nominations Committee meetings, sets meeting agendas and makes sure directors have accurate, timely and clear information
- Promotes high standards of corporate governance
- Builds a well-balanced and highly effective Board with a culture of openness to encourage constructive challenge
- Facilitates and promotes constructive relations between Board members and the effective contribution of non-executive directors
- Acts as a link between executive and non-executive directors
- Leads the annual review of the Board’s effectiveness
- Engages with our stakeholders and balances the interests of all stakeholders
- Demonstrates objective judgement
CEO
- Ensures effective leadership and day-to-day running of the company
- Leads the ExCo and oversees key functions
- Develops and implements our strategy, planning and budgeting and ensures a long-term focus
- Reviews the organisational structure, including development and succession planning
- Manages our risk profile and establishes effective internal control
- Agrees our annual operating plan before formal Board agreement
- Ensures the chair and Board are updated on key matters
- Maintains relationships with stakeholders and advises the Board accordingly
- Has overall responsibility for sustainability
CFO
- Deputises for the CEO and manages our finances, including treasury and tax matters
- Leads the finance, tax, treasury, IT, investor relations and internal audit functions
- Oversees our risk profile together with the ExCo
- Agrees our annual operating plan before formal CEO and Board agreement
- Oversees our relationship with the investment community
Senior independent director
- Acts as a sounding board for the chair
- Acts as an intermediary for other directors, when necessary
- Is available to shareholders for discussing issues not resolvable through the usual channels
- Chairs Board meetings in the chair’s absence
- Leads the Board’s evaluation of the chair’s performance
Independent non-executive directors
- Provide constructive challenge to executive directors
- Give strategic guidance to the company
- Offer specialist advice
- Serve on Board committees
- Hold executive directors to account against agreed performance objectives
- Devote enough time to the company to meet their responsibilities
- Meet at least twice a year without executive directors present
Company secretary
- Provides advice and support to the Board, its committees and individual directors on corporate governance, compliance and legal matters
- Ensures the Board has the policies, processes, information, time and resources needed to function effectively and efficiently
- Supports the chair in setting meeting agendas
- Makes sure directors have accurate, timely and clear information
- Is responsible for all company legal and compliance matters
- Acts as a link between the Board and its committees and between non-executive directors and the senior leadership team
Designated Board director for employee engagement
- Ensures employee views are considered by the Board, particularly when decisions might affect employees
- Strengthens the link between the Board and employees
- Regularly gathers employee views through a variety of formal and informal channels, including the new Employee Connect sessions, and identifies areas of concern
Board committees
In addition to the formal schedule of matters the Board considers, it delegates key aspects of governance to its committees. We have five main governance committees: Audit and Risk, Remuneration, Nominations, Sustainability, and Market Disclosure. Each committee has written terms of reference which are available on our website at www.airtel.africa.
Audit and Risk Committee
Monitors the integrity of our financial reporting and helps the Board review the effectiveness of our internal control and risk management. Meets at least four times a year.
Chair: Ravi Rajagopal
Members: Andy Green, Annika Poutiainen, Awuneba Ajumogobia, Akhil Gupta also attends as an appointed observer on behalf of Bharti Airtel.
Remuneration Committee
Reviews the performance of our executive directors and senior management team. Determines the overall and specific remuneration for executive directors, officers and senior management, as well as Board chair and non-executive director fees. Meets at least four times a year.
Chair: Tsega Gebreyes
Members: Awuneba Ajumogobia, Paul Arkwright, Shravin Bharti Mittal also attends as an appointed observer on behalf of Bharti Airtel.
Nominations Committee
Advises on appointments, retirements and resignations from the Board and its committees, and reviews succession planning and talent development for our Board and senior management. Meets at least twice a year.
Chair: Sunil Bharti Mittal
Members: Tsega Gebreyes, Andy Green and Ravi Rajagopal.
Market Disclosure Committee
Oversees our disclosure of information to meet our obligations under the Market Abuse Regulation (MAR). Determines whether information is insider information, or when and how it needs to be disclosed. Monitors compliance with our MAR disclosure, controls and procedures, as well as the release of information under the Information Flow Protocols and Services Agreement with Bharti Airtel. Meets as necessary depending on market information that requires disclosure.
Chair: Andy Green
Members: Sunil Taldar and Ravi Rajagopal.
Sustainability Committee
Reviews, challenges and oversees the approval and implementation of our sustainability strategy, including internal reporting, the balancing of non-financial targets, and our commitments to delivering value for shareholders and other stakeholders. Oversees diversity and inclusion matters and the work of the Health and Safety Committee. Meets every two months.
Chair: Sunil Taldar, CEO
Board members: Annika Poutiainen, Board sustainability champion and Jaideep Paul, CFO.
Management members (ex officio): Peter Odedina, Chief compliance officer, Simon O’Hara, Group company secretary, Oladimeji Olaniyan, Head of strategy and sustainability, and Rogany Ramiah, Chief HR officer.
Other committees
Finance Committee
Approves funding and other financial matters in line with our delegated authorities or as requested by the Board. Initiates and manages key policies and major operational decisions relating to accounting, treasury and direct tax matters and restructuring or reorganising of the Group’s subsidiaries. The committee meets every quarter or when necessary to meet business needs.
Chair: Jaideep Paul, CFO
Members: Ravi Rajagopal, independent NED, Annika Poutiainen, independent NED, Sunil Taldar, CEO, Kamal Dua, deputy CFO, Sidhanth Hota, Group Treasury Head.
Akhil Gupta represents the interests of Bharti Airtel in proposed treasury transactions (such as bond refinancing) affecting our parent group and conveys actions of Bharti Airtel that may affect Airtel Africa.
Regulatory Committee
Evaluates and addresses all regulatory and policy risks faced by the business at both Group and OpCo levels, and determines whether additional mitigation is necessary beyond standard regulatory operations. The committee meets every two months.
Chair: Paul Arkwright independent NED
Members (ex officio): Dinesh Balsingh, Managing director and CEO, Airtel Nigeria; Rohit Marwha, Chief marketing and sales officer; Apoorva Mehrotra, Regional director, East Africa; Daddy Mukadi, Chief regulatory officer; Anwar Soussa, Regional director, Francophone Africa; Garreth Spillane, Group chair’s chief of staff.
Executive Committee
Advises and supports our CEO on the operation of our business. Helps our CEO fulfil his responsibilities by, for example, developing and implementing our strategy, monitoring our operating and financial performance, assessing risk, allocating resources and managing day-to-day operations. The committee meets fortnightly.
Operational Committees
Our ExCo is supported by a number of operational committees:
- The Operating Company (OpCo) Functional Review Committee – led by Group functional heads for their teams
- The OpCo Business Review Committee – led by regional directors, with participants also including functional heads and OpCo managing director teams
- The Regional Business Review Committee – led by our CEO with regional directors and Group functional heads participating
- The Executive Risk Committee