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At Airtel Africa, achieving our corporate governance and transparency in reporting goals is a collective ambition embraced by all our teams. Together, we are committed to upholding the highest standards of integrity and accountability.
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Simon O’Hara
Group company secretary
UK Corporate Governance Code Principles
Compliance with the UK Corporate Governance Code
The Board believes that during the reporting period the company was in full compliance with all applicable principles and provisions of the Code except for Provision 9, as set out in the following text.
Code provision not yet met
Provision 9: the chair should be independent on appointment when assessed against the circumstances set out in Provision 10.
Explanation
The Board has concluded that our chair, Sunil Bharti Mittal, did not meet the independence criteria of the Code due to his interests in the company. However, in view of his extensive involvement with the company and the Bharti Airtel Group over many years, the Board considers that he has made a major contribution to our growth and success, and unanimously agrees that his continued involvement is crucial to the ongoing success of Airtel Africa.
The Board has put several safeguards in place to ensure robust corporate governance during his tenure as chair. These include appointing Andy Green as senior independent director to act as a sounding board and support for the chair and as an intermediary for other directors and shareholders. The independent non-executive directors have carefully considered Sunil’s leadership position. As part of the annual Board evaluation process, they looked at the checks and balances in place to mitigate the risk of having a non-independent chair, including the monitoring of any impact on Board effectiveness and Board dynamics. They concluded that these checks and balances are strong and effective.
Our strong culture has benefited from stable and consistent leadership at Airtel Africa. The seven independent non-executive directors on the Board (including Cynthia Gordon who joined on 1 April 2025) provide a fresh perspective and challenge, a range of corporate experience, and effective challenge to the chair and other executive directors. This has been repeatedly endorsed by all evaluation exercises undertaken since listing and again in the external evaluation completed this year. The Audit and Risk Committee and the Remuneration Committee are each chaired by an independent non-executive director. The Nominations Committee is chaired by Sunil Bharti Mittal.
We also review the chair’s performance as part of the annual Board evaluation exercise. In line with the Code, the chair only sits on the Nominations Committee.
The Board believes Sunil Bharti Mittal continues to effectively oversee our leadership and maintain a balanced shareholder agenda.
We’ll continue to report against this provision while Bharti Airtel remains a majority shareholder or until the chair is no longer in place, at which time these arrangements will be reviewed.
Airtel Africa plc ordinary shares have been trading on the main market of the London Stock Exchange since 3 July 2019, so we apply the principles and comply with the provisions of the 2018 UK Corporate Governance Code (the Code) and explain any non-compliance. (See the Code at frc.org.uk.) While we have a secondary listing on the Nigerian Stock Exchange (NGX), we’re permitted by NGX listings requirements to follow the corporate governance practices of our primary listing market.
The principles set out in the Code emphasise the value of good corporate governance to the long-term sustainable success of listed companies. Our Board is responsible for ensuring that we have appropriate frameworks in place to comply with the Code’s requirements. This governance report and the strategic report set out how Airtel Africa has applied the principles of Code throughout the year.
Principle 1:
Board leadership and company purpose
A. An effective and entrepreneurial Board
Our Board is responsible for Airtel Africa’s system of corporate governance. As such, directors are committed to developing and maintaining high standards of governance that reflect evolving good practice.
The Board provides strategic and entrepreneurial leadership within a framework of strong governance, effective controls and an open and transparent culture. This enables opportunities and risks to be assessed and managed appropriately. Our Board also sets our strategic aims and risk appetite, makes sure we have the financial and human resources in place to meet our objectives, and monitors our compliance and performance against our targets. And finally, the Board ensures we engage effectively with all our stakeholders and consider their views when setting our strategic priorities.
Roles and responsibilities
We have well-documented roles and responsibilities for directors, and a clear division of key responsibilities between our chair and CEO, to help maintain a strong governance framework and the effectiveness of our Board. Our well-defined policies, processes and procedures govern all areas of the business. These will continue to be reviewed and refined to meet business requirements and changing market circumstances.
We re-examine budgets considering business forecasts throughout the year to make sure they’re robust enough to reflect the possible impact of changing economic conditions and circumstances.
We conduct regular reviews of actual results and future projections compared with the budget and prior-year results, as well as with various treasury reports. We monitor any disputes that could lead to significant litigation or contractual claims at each Board meeting, with updates provided by the CEO and CFO as part of their reports or tabled by the company secretary.
We have a Board-approved framework of delegated authority to identify and monitor the individual responsibilities of senior executives.
The Board recognises that, as Airtel Africa continues to grow as a transformative force for good, it is our duty to uphold the highest standards of ethical conduct, integrity, and compliance in all that we do. The Board recognises that each one of us has a responsibility to adhere to all compliance policies, including the Code of Conduct and anti-bribery and corruption policy. These policies set expectations for the behaviour of all employees and are grounded in our core values of Alive, Inclusive and Respectful.
B. Purpose, vision, strategy and culture
Our purpose is to transform the lives of people across sub-Saharan Africa.
Our services are connecting the unconnected, reaching the financially excluded and bridging the digital divide – which helps unlock the extraordinary potential for Africa’s people, businesses and economies to grow.
As an African business, serving the communities in which Airtel Africa people live and work, the company is a partner in delivering sustainable development objectives in the 14 countries in which we operate.
Strategy
We’re able to deliver this positive social impact because of the strength of our business model and the execution of our refreshed customer-centric strategic plan, underpinned by our cost optimisation programme, sustainability strategy and investment in talent. This year, we continued to make strong progress in each of our core strategic pillars: ‘Strengthen go to market’, ‘Best in class network experience’, ‘Must win markets’, ‘Digitise and simplify’, ‘Accelerate Airtel Money’ and ‘Scale home broadband (HBB) and enterprise’.
We provide essential services that are unlocking the potential for people and economies to grow. To continue to serve our vision of enriching the lives of our customers, we have a clear business objective: to grow market share profitably and create superior enterprise value. Our growth strategy is supported by our sustainability strategy, which aligns with our purpose of transforming lives and commitment to sustainable development. We aim to foster financial inclusion, bridge the digital divide, and expand in underpenetrated telecom markets.
Our continued focus on the digitising of our products and services and enhancing our internal systems and processes acts as an accelerator for each of our strategic pillars.
Culture
Our Board believes that a healthy culture – which drives the right behaviours, protects and generates value and helps employees live up to our values – will lead to the successful delivery of our business goals. The Board is responsible for defining our values and setting clear standards from the top. Our chair leads the way by ensuring the Board operates correctly and with a clear culture of its own which can be cascaded to our wider operations and dealings with all stakeholders. Our CEO, with the help of the CFO, our chief HR Officer and the senior leadership team, is responsible for the culture within our wider operations.
To enable us to build a high-performing workforce that aligns with our business priorities, our talent strategy mirrors the four pillars of our people strategy: talent acquisition, talent development, diversity and performance management.
We continue to build our people and talent capabilities and our business capacity through:
- On-the-job learning and encouraging teams to take ownership of their development, supported by the 70:20:10 development principle – experience, exposure and education
- Simplifying and automating HR and employee processes, removing duplication of work and embedding cross-functional collaboration
- Improving rewards and recognition for employee performance including fixed, variable and share incentive plans
- Embedding our pay for performance principles which guide our reward philosophy and how we review our employee performance
The Board receives regular reports that allow it to examine our company culture – this includes hearing directly from directors who have participated in the Employee Connect initiative. This has led to Board discussions on topics ranging from how to assist colleagues economically affected by high inflation or unstable currencies and gender balance across the business.
The Board strives to satisfy itself that policies, practices and behaviours throughout the business are in line with our purpose, vision, values and strategy.
In 2024, the directors revised our Board Diversity policy to include support for the recommendations and targets set out in the FTSE Women Leaders Review (formerly Hampton-Alexander Review) on gender balance, the Parker Review on ethnic diversity, and more generally the Listing Rules. Our Nominations Committee considered the Board’s diversity as part of director recruitment exercises and monitors progress against our gender balance targets.
At each meeting, the Board is updated through the CEO’s quarterly report on issues affecting the health and wellbeing of employees.
This has resulted in several employee wellness initiatives, as well as support for emergency responses during natural disasters. A key component of our sustainability strategy is ensuring we create a safe working environment for all employees.
Our Remuneration Committee helps the Board oversee culture by making sure our remuneration philosophy and principles encourage behaviours consistent with our purpose, vision, values, strategy and culture. It does this primarily by focusing on diversity and inclusion, people and community engagement. The committee tracks performance in these areas and reports to the Board as appropriate.
Annika Poutiainen is our Board sustainability champion, supported by the CEO, CFO and company secretary as fellow committee members. She reports at each Board meeting on the work of the Sustainability Committee. This meets every two months and receives occupational health and safety updates enabling directors to monitor key metrics of our health and safety framework.
Our chief HR officer attends most Board meetings and all Remuneration Committee meetings to update members on diversity and inclusion efforts, how we attract and retain talent, succession planning and employee engagement. The chair of the Remuneration Committee also includes these topics in her report to the Board.
While our leadership establishes our culture and leads by example, our clear policies and Code of Conduct ensure that our obligations to shareholders and other stakeholders are clearly understood and met, as described in more detail in Monitoring and shaping our culture.
Our purpose is to transform lives
Our vision is to enrich the lives of our customers
Our people
- We ensure engagement is at the heart of our business decisions
- We create great people from a diverse pool
- We are digitising our people processes to improve the overall employee experience and create a more engaging place to work
- We provide coaching and functional skills through our digital learning platform, programmes and assessments
Our values
- Alive: we act with passion and a can-do attitude driven by innovation and an entrepreneurial spirit
- Inclusive: we champion diversity and enrich the lives of the people and communities we serve
- Respectful: We are humble, open and honest and deliver on our promises
Our strategy
- We have a clear ‘win with’ business strategy
- We have a clear sustainability strategy
- We have a clear purpose and vision
Culture benefits
For the company
Retaining and developing talent
- Helps us keep top-performing people by offering a chance to grow and learn
- Shows our commitment to developing and retaining good employees
Knowledge and skill transfer
- Facilitates the transfer of knowledge and best practice between OpCos as well as building capabilities
- Helps increase innovation and efficiency in host OpCos
Diversity and inclusion
Supports a growing culture of diverse thought that welcomes differing perspectives
Global leadership development and competitive advantage
More opportunities to identify and cultivate future talent who can navigate complex business environments
For employees
Learning and development
- Developing new skills and understanding new business environments
- Better adaptability and problem-solving skills
- A global mindset, which is increasingly important in interconnected multicultural teams
Career growth
Exposure to new challenges and skills to accelerate career growth
Financial benefit
Employees are suitably compensated
C. Company performance and risk management
Our CEO manages the Group’s business in line with the strategic plan and approved risk appetite and takes responsibility for the operation of the internal control framework. Our Audit and Risk Committee oversees potential risks and gives the Board strategic advice on current and potential risk exposures. Our risk management framework supports informed risk-taking by our businesses, setting out the risks we’re prepared to be exposed to and the risks we want to avoid.
D. Stakeholder engagement
Our Board members are increasingly engaging with shareholders and wider stakeholders and addressing their concerns. This is in keeping with our sustainability strategy, which addresses stakeholder concerns as advised by the Global Reporting Initiative (GRI), and the ongoing development of our remuneration policy. Our director induction includes directors’ duties under Section 172 of the Companies Act 2006.
The Board regularly receives feedback on shareholder sentiment and sell-side analysts’ views of our business and the wider industry. Our Investor Relations team and management have frequent contact with the 9 active equity research analysts who follow Airtel Africa.
The Board chair, Remuneration Committee chair, and other members of the Group’s senior management such as the company secretary and head of sustainability, as appropriate, also engage regularly with investors on a range of matters including governance, people, remuneration and sustainability.
Our Board discusses the impact of all major decisions on our workforce before reaching a conclusion. Sunil Bharti Mittal is our designated Board director for employee engagement, given his regular travel to our OpCos. This year he visited Nigeria, where he was able to meet employees to discuss the company's strategy and operations, and the unique challenges and opportunities of serving Africa's most populous country. Further engagement with leaders from across all Airtel Africa OpCos occurred at the annual Leadership Conclave and was an opportunity to discuss business strategy and growth, and answer questions regarding growth, workforce and the evolution of the telecoms sector in the age of AI and satellite communications.
Stakeholder considerations are included in every Board paper as part of the standard template. This ensures that we factor the needs and concerns of our stakeholders into Board discussions and decisions in line with Section 172 of the Companies Act 2006. See our Section 172 statement.
E. Workforce policies and practices
We expect all businesses and employees to work with the highest standards of integrity and conduct at all times. Our updated Code of Conduct, which can be found on our website, sets out our expectations in detail. We also have policies focused on anti-bribery and corruption, whistleblowing and data protection (GDPR) setting out the framework that all companies and employees are expected to follow. Each year, our employees receive up-to-date training on legislative and regulatory matters.
Our management processes and divisions of responsibility are detailed in the following documents, which can be seen on our website:
- Schedule of matters reserved for Board decisions, including profit expectations and dividend policy
- Terms of reference for Audit and Risk, Nominations, Remuneration and Sustainability Committees
- Policies covering operational, compliance, corporate responsibility and stakeholder matters, including ones related to the Bribery Act 2010 and anti-corruption – these are updated as necessary in line with developments in corporate governance and legislation
- Our Articles of Association
Our policies are reported on to the Board and Audit and Risk Committee by our chief of internal audit and risk assurance, chief compliance and risk officer, and Group company secretary.
To help people develop fulfilling and rewarding careers, we have a performance and reward system. We look to promote internally and to give people roles where they can grow their skills and capabilities. Our Airtel Africa mobility programme helps us identify and reward high-performing teams by sending them to different OpCos to share and enhance skills. We began our Africa-India talent programme in January 2025 as part of our Global Talent Accelerator programme, giving six talented nominees the opportunity to develop their skills under the mentorship of senior leaders at Airtel India.
We continue to identify training needs through manager assessments and employee input. We also use performance review feedback to make sure people can develop the skills they need. Our learning and development provision includes our online learning platform, Percipio, in-person training, and cross-border and cross-functional training.
All employees are given help, training and encouragement to reach their potential and use their unique talents. Our efforts are strategically focused on enhancing functional capabilities and fostering leadership qualities.
We continually work on cybersecurity awareness through ongoing employee training ensuring that necessary responses to cybersecurity risks are clearly understood. We run regular training programmes on cybersecurity and conduct regular cybersecurity risk assessments to increase awareness of social engineering fraud and system access caused by poor security protocols.
- See more on our learning and development initiatives
- See our latest Sustainability Report at www.airtel.africa
Principle 2:
Division of responsibilities
F. Role of the chair
The roles and responsibilities of the chair and CEO have been clearly defined, set out in writing, and signed by Sunil Bharti Mittal and Sunil Taldar.
The chair leads our Board and is responsible for its overall effectiveness in directing the company, its governance and balanced decision-making. He ensures that we think long term when making decisions – and that sustainability, including but not limited to climate change, is considered at the levels of strategy, operations and risk. He also engages with major shareholders and key stakeholders to make sure our Board understands and considers their views. He sets the cultural tone of the businesses and leads initiatives to assess culture.
Our chair and the senior independent director hold separate meetings at least once a year with non-executive directors without the CEO present. Each did this once during the 2024/25 reporting period.
Led by the senior independent director, the non-executive directors also meet at least once during the year without the chair to appraise his performance. On separate occasions, the chair and the senior independent director each meet formally with independent non-executive directors without executive directors or other non-executive directors present. Through these meetings, the chair and senior independent director make sure we maintain a fair and open culture where all Board members can make a strong contribution.
The Board is aware that Sunil Bharti Mittal did not meet the independence criteria of the Code when he was appointed due to his interests in the company. Considering his extensive involvement with the Bharti Airtel Group over many years and his major contribution to Airtel Africa’s growth, the Board unanimously agrees that his continued involvement is crucially important to our ongoing success. We have several safeguards in place to ensure robust corporate governance during his tenure as chair, including Andy Green in position as a strong senior independent director.
The Board believes Sunil Bharti Mittal continues to effectively oversee our leadership and maintain a balanced shareholder agenda.
G. Board composition and division of responsibilities
Our Board consists of 12 directors: non-executive chair Sunil Bharti Mittal, who is not independent, CEO Sunil Taldar, CFO Jaideep Paul, six independent non-executive directors and three non-executive directors. Andy Green, CBE, is the senior independent director and Simon O’Hara is our company secretary. Cynthia Gordon joined as an independent non-executive director after the reporting period on 1 April, 2025 bringing the Board to 13 in total.
The Board has an established framework of delegated financial, commercial and operational authorities that define the scope and powers of the CEO and of operational management.
H. Role of non-executive directors
Our independent non-executive directors offer advice and guidance to the CEO and CFO, drawing on their wide experience in business and diverse backgrounds. They also provide constructive challenge and hold management to account – monitoring the overall direction and strategy of the company, scrutinising the performance of the CEO and CFO, and ensuring the integrity of the financial information made available to the Board and our shareholders. They play an important part in general succession planning for the Board and other executive and senior management positions.
The senior independent director and the independent directors also play a critical role in fulfilling the requirements of the separation governance framework and ensuring Airtel Africa’s independence.
The senior independent director provides a sounding board for the chair, leads the chair’s annual performance evaluation and serves as an intermediary to other directors when necessary. He is available to all stakeholders if they have any concerns.
The independent non-executive directors help develop strategy, review management performance and provide independent insight and support based on their experience. They also review financial information and make sure our system of internal control and risk management is effective. They review succession plans for the Board and senior leadership, set executive remuneration policy and engage with key stakeholders and report to the Board on perspectives. Each serves on or chairs various Board committees.
I. Board processes and role of company secretary
Our company secretary supports the chair, ensuring the Board has high-quality information, adequate time and appropriate resources. He also advises the Board on corporate governance and facilitates professional development for Board members.
We have a range of processes in place to make sure our Board is fully informed in a timely manner to be able to perform its duties. Directors receive papers before each Board and committee meeting through a secure online portal. This allows them to prepare for meetings and to send in their views if unable to attend.
The CEO and the CFO send updates to directors on important issues between meetings. Directors also receive a monthly report on key financial and management information, as well as regular updates on shareholder issues and analysts’ notes.
All directors have direct access to the advice and services of the Group company secretary. And non-executive directors can take independent legal advice at the company’s expense when necessary to fulfil their duties to the company.
We take time at the end of each Board meeting to review our Board and committee processes and to build on actions introduced because of the annual evaluation exercise. Coordinated by the company secretary and led by the chair, we consider feedback from Board members to improve our efficiency.
Principle 3:
Composition, succession and evaluation
J. Board appointments
As part of our 2024/25 external Board evaluation, we reaffirmed that each of our independent non-executive directors is independent in character and that there are no relationships that could affect their judgement.
The main objective of our Nominations Committee is to make sure we have the best possible leadership team by overseeing a formal, rigorous and transparent process for appointing and removing directors to or from the Board, our committees and other senior roles. The committee also works to improve diversity and develop our succession-planning processes.
K. Skills, experience and knowledge of the Board and its committees
We have an engaged and diverse Board who reflect the cultural and ethnic diversity of the countries in which we operate. Our Board members bring a range of practical experience and deep expertise to our business – and at least half of our directors, excluding the chair, are independent non-executive directors, in line with the Code’s recommendations.
The Board considers that each director brings relevant and complementary skills, experience and background to the Board, details of which are set out in the biographies and the skills matrix.
L. Board evaluation
As part of good governance, it’s important to make sure our Board as a whole, its committees and each director is operating and performing effectively. The Code requires an externally facilitated evaluation at least every three years. This year, we conducted an externally facilitated evaluation supported by Nasdaq.
Principle 4:
Audit, risk and internal control
M. Independence and effectiveness of internal and external audit
Each year, our Audit and Risk Committee identifies the key risks to be reviewed and assessed by Internal Audit as part of its programme of work to enhance our control environment. It makes sure that our policies and procedures safeguard the independence and effectiveness of internal and external audit functions and that our financial and narrative statements are true and complete.
During 2024/25, Deloitte UK performed an external statutory audit for the year ended 31 March 2025, as well as a half-yearly review.
- See more in Limited assurance report on financial reporting controls
- See more on the activities and processes of our Audit and Risk Committee
N. Fair, balanced and understandable assessment
The strategic report sets out our performance, business model and strategy, as well as the risks and uncertainties relating to the company’s future prospects. When taken as a whole, the directors consider this Annual Report is fair, balanced and understandable and provides information necessary for shareholders to assess our performance, business model and strategy.
O. Risk management, internal control and determining principal risks
As highlighted in the strategy and risk sections of the strategic report, managing risk is inherent to our management thinking and business planning. The Board has overall responsibility for establishing and maintaining our risk management and internal control systems. Our Audit and Risk Committee supports the Board in reviewing the effectiveness of our internal control, including financial, operational and compliance, and risk management systems.
Principle 5:
Remuneration
P. Remuneration policies and practices
Our remuneration policy is intended to attract, motivate and retain high-calibre directors, to promote the long-term success of Airtel Africa, and to be in line with best practice and the interests of our stakeholders. It’s designed to be appropriate for a listed company in the UK while taking account of our very specific circumstances: being listed on the LSE with a secondary listing on the Nigerian Stock Exchange and operating in 14 countries in Africa.
There are two key principles of our remuneration policy. One, that remuneration packages and performance-based schemes should be aligned with stakeholders’ interests and support our business strategy and objectives. And two, that the performance-based remuneration element should be appropriately balanced between the achievement of short-term objectives and longer-term objectives.
Changes were made to the remuneration policy in 2023 and 2024 and reported in the directors’ remuneration report.
Provision 41 engagement with the workforce
During this financial year we engaged with employees across several issues in a variety of way, including remuneration – and in doing so remain compliant with Provision 41 of the Code. See more in How we engage with stakeholders.
Q. Procedure for developing remuneration policy
The Remuneration Committee regularly reviews our policy to ensure that it operates as intended, is in line with best practice, and is aligned with our evolving business strategy.
R. Exercising independent judgement
In the year ended 31 March 2025, Alvarez & Marsal provided remuneration advice and benchmarking data, and Clifford Chance provided legal advice in relation to share plan matters and remuneration advice to our Remuneration Committee.
The committee uses its discretion, within the maximum policy limits, to consider the target bonus taking account of market development opportunities, specific events and evolving roles. While the committee has the discretion to change the metrics and weighting for the bonus plan from year to year, we normally consult with major shareholders before making any significant changes.