Key responsibilities
Our committee is responsible for overseeing:
- Accounting and financial reporting
- The role and mandate of the Internal Audit function
- The selection, appointment and management of the relationship with the external auditor
- Internal control and risk management systems
Detailed responsibilities are set out in our committee’s terms of reference, which can be found at www.airtel.africa/investors/governance.
Composition
Our committee consists of four independent non-executive directors: Ravi Rajagopal (chair), Andy Green, Annika Poutiainen and Awuneba Ajumogobia. The Board believes these directors have the necessary range of financial, risk, control and commercial experience required to effectively challenge management.
The Board is satisfied that Ravi Rajagopal has recent and relevant financial experience. His skills in finance, control and risk have been developed over a career working in senior strategy and management roles. He held various financial leadership roles at Diageo until retiring in 2015, including as Group controller in the UK and global head of mergers and acquisitions. As a qualified chartered accountant, he has lectured at Oxford University and Imperial College.
As a collective, we have a thorough understanding of the telecoms and mobile money services sectors and emerging markets in Africa, including recent and relevant financial experience and expertise gained through various corporate and professional appointments over the years.
See detailed biographies of our committee members in Our Board of directors. Our company secretary is the secretary to this committee.
Meetings during the year
Our scheduled quarterly meetings take place shortly before Board meetings. Before that, the committee has a pre-meeting to focus on Internal Audit and discuss any issues needing more time. We held five scheduled meetings and four combined Internal Assurance and pre-meetings during the year. Attendance during the year is set out in Our Board’s focus in 2024/25.
We also met three times between the end of the financial year and the signing of this Annual Report.
The committee chair also invites other regular attendees including the CEO, CFO, deputy CFO, chief internal auditor and chief compliance and risk officer, along with internal audit partners (EY) and other senior executives.
Representatives of our external auditor, Deloitte, were invited and attended all meetings. Akhil Gupta also attends our committee meetings as an appointed observer on behalf of Bharti Airtel.
Other senior finance and ExCo leaders sometimes attend and present to our committee if specialist knowledge is required.
The committee chair meets privately and separately with each of the Group CFO, chief internal auditor, chief compliance and risk officer, and our external auditor to ensure the effective flow of material information between the committee and management. We also regularly make time for discussion at the end of meetings without management present.
Effectiveness
The Board evaluation reviewed the committee’s effectiveness and sought feedback from its members. The review concluded that the committee continued to function well. Its management of meetings, quality of relationships and communications, and review and oversight of key areas of responsibility, were all considered effective, with overall feedback positive.
Progress against the 2024 evaluation:
Key themes and areas for focus
Increasing the focus on internal control and systematic solutions to control issues to ensure problems are not repeated in other countries.
Progress
We worked to create a more open culture that enables sharing concerns and identifying solutions. We focused on ensuring that the leadership team embeds a culture of risk management and compliance. We improved accountability for controls across the businesses by continuing to invite OpCo managing directors and finance directors to update the Audit and Risk Committee on their culture, controls environment and compliance regimes.
Key themes and areas for focus
Continuing to focus on maturing risk management and compliance culture.
Progress
We also received training on fraud risk and the controls environment in separate sessions.
We discussed the output of the 2025 evaluation and concluded that we had operated effectively throughout the year. Areas in which your committee provided challenge to management are identified in this report. We also confirmed our areas of focus for the year ahead.
2025 evaluation
Audit and Risk Committee
Outcome
Areas of focus
Key themes and areas for focus
Maintaining focus on internal control and systematic solutions to control issues – including preparation for Provision 29.
Action
We’ll continue to focus on maturing our risk management and compliance culture.
Terms of reference
We review our terms of reference yearly to ensure clearer alignment with Code provisions and updated FRC guidance. These terms of reference are available on our website www.airtel.africa