Part 1: Our work during the year

 

Part 1: Our work during the year

Our review process

At each quarterly meeting, we review summary reports from the internal assurance function, as well as financial results and details of actions taken or proposed plans. We also receive summary reports from our external auditors at the half year and year end. Our committee chair then reports to the Board on our activities, recommendations and other relevant matters.

Risk management and internal systems and controls

We advised the Board that our risk management and internal control systems were effective. Following its own review of the reports submitted to it, the Board agreed that our system of internal control continues to be effective in identifying, assessing and ranking the various risks we face as a business, as well as in monitoring and reporting progress in mitigating potential impact.

Our priorities

Actions taken during the year

Cross-reference

Risk management

Looking closely at the robustness of our systems for risk reporting, assessment and control and ensuring that we focus on the areas of greatest risk
  • Reviewed and recommended the risk strategy to the Board for approval and provided oversight to this strategy throughout the year
  • Noted reports on the progress of risk-related remediation programmes
  • Reviewed our Group principal and emerging risks, making no changes to principal risks this year
  • Continued a deep review of our risk appetite framework and adopted key risk indicators (KRIs) and risk tolerance limits for supply chain management (SCM), networks and commercial to proactively track risks across the business
  • Received quarterly risk management reports on key risk indicator (KRI) reporting. These confirmed the effectiveness of the early warning and exception monitoring process, where the attention of management and the Board is only directed at areas or processes where risks are increasing
  • Received (as part of the quarterly key control status update) descriptions of the key controls monitoring and reporting cycle for both ICOFR key controls and non-ICOFR key controls
  • Assessed the impact of the Nigerian Securities and Exchange Commission (SEC) decision to implement sections 60 to 63 of the Investment and Security Act (ISA) on internal control, including disclosures related to the Group’s ICOFR framework (ICOFR is an internal control over financial reporting process consisting of policies and control procedures to assess financial statement risk and reduces the risk around inaccurate financial reporting)
  • Conducted (as part of our key issues report) design and compliance reviews and ensured that learnings were applied across the business

Principal risks and mitigation

Reviewing our risk management framework and conducting thematic risk reviews to ensure risk remains within our agreed appetite and is monitored and reviewed as needed to reflect external and internal changes
  • Further embedded the Risk Appetite Statement (RAS) framework and an exception-based risk reporting approach
  • Conducted an annual review of the key risk indicators and tolerance limits
  • Ensured that all risks identified and entered on the risk register were accompanied by a risk mitigation plan and mapped to the risk management framework

Conducted thematic reviews on:

  • Financing and foreign currency risks, including:
  • Exchange rate volatility and devaluation risk
  • Financial reporting implications resulting from the Nigerian naira and Malawi hyperinflation
  • Liquidity and refinancing risk
  • Banking landscape and treasury governance
  • Related internal controls and compliance
  • Mitigation strategies for the devaluation of local currencies against the US dollar in the medium/long term
  • The rebalancing of debt from Group level to OpCo level
  • IT and engineering operations – risk governance and resilience, including:
  • The risk of technology obsolescence and our network resilience and business continuity plans
  • The security environment and security risk profile, including cybersecurity and disaster recovery. The chief information security officer (CISO) provided regular updates to our committee on ongoing security projects
  • Anti-bribery and corruption – reviewed the results of a bribery and corruption risk assessment survey across the Group to assess the Group’s bribery and corruption exposure and provided guidance on how to respond effectively to areas of challenge

Managing our risk 


Principal risks and mitigation

Clarifying processes and controls to help people identify, monitor and mitigate risk earlier and more effectively
  • Revisited the process of self-certification by business units, by which accountability for assurance is placed on operational staff, to support the rigour of the internal audit and external audit assurance process
  • Continued to review overall ratings on the quality of processes and controls identified for each OpCo, alongside a rating of end-to-end processes across all OpCos

Continuous control monitoring: reviewed results of the proof of concept for the continuous controls monitoring initiative and deemed the initiative successful. The framework will be rolled out in all markets and in all business lines.

  • Received and reviewed reports on the risk and compliance environment, including updates on talent development, recruitment, and key priorities

Statutory audit and audit engagement

Reviewing the services, fees and policy for non-audit services provided by the auditor for the year
  • Approved the non-audit services and related fees provided by Deloitte for 2024/25
  • Reviewed the updated non-audit services policy

Part 4

Approving the statutory audit fee for the year
  • Approved the fees for the 2024/25 audit and made sure the 2023/24 statutory audit fee was paid

Note 8.1

Internal audit and chief internal auditor review
  • Reviewed and approved the yearly combined assurance plan for second and third line reviews
  • Received progress reports on delivery of assurance activities, including outcomes of assurance reviews

Financial reporting

We recommended to the Board that the 31 March 2025 Annual Report and financial statements presented a fair, balanced and understandable assessment of Airtel Africa’s position and prospects.

Ongoing financial reporting activities

We reviewed the integrity of the quarterly, half year and full year financial statements. We also examined other statements containing financial information, including trading updates and investor presentations and packs, and recommended their approval to the Board. At each of our meetings, we reviewed and constructively challenged the accounting methodologies, key estimates, and judgements and disclosures set out in the papers prepared by management – determining the appropriateness of these with input from the external auditor. Key transactions, judgements and estimates in relation to this year’s financial statements are listed in Part 2. We also reviewed existing and emerging litigation and regulatory risks.

Our priorities

Progress and actions taken during the year

Cross-reference

Reviewing the preparation of financial statements on a going concern basis, as set out in our accounting policies
  • Recommended to the Board the preparation of our financial statements on a going concern basis, having reviewed the going concern assessment

Note 2

Reviewing financial reporting controls and considering key issues and findings raised by the internal audit team
  • Reviewed findings and key issues raised by the internal audit team and was satisfied that management had resolved, mitigated or set out action plans for all financial reporting issues or concerns identified

Part 3

Considering management’s significant accounting judgements, the policies applied to quarterly, half year and full year financial statements, and how the statutory audit contributed to the integrity of our year-end financial reporting

Assessed:

  • The quality, appropriateness and completeness of significant accounting policies and practices and any changes to these, including the currency devaluation exceptional items policy
  • The reliability and integrity of our financial reporting, including key judgements and whether to support or challenge management’s judgements
  • The external audit findings, including their review of key judgements and the level of misstatements
  • The rationale for the accounting treatment and disclosures around judgements and estimates
  • The overall level of reasonableness applied by management in their judgements and estimates around significant half year and full year matters, considering the views of the external auditor and evidence of bias

Part 2, note 2 and note 3 

Reviewing the proposed audit strategy for the year’s external audit, including the level of materiality applied
  • Assessed the detailed audit scope and challenged the key areas of focus and significant risks identified by the external auditors – in particular, Deloitte’s application of Group and component materiality
  • Monitored the external auditor’s progress against the agreed plan and considered issues as they arose

Part 4

Assessing the effectiveness of the 2024/25 audit
  • Thoroughly assessed Deloitte’s audit process and concluded that the audit was effective. The Board will recommend the reappointment of Deloitte as external auditor for the year ending 31 March 2026 at the AGM

Part 4

Reviewing related-party transactions and disclosures
  • Reviewed related party transactions entered by the Group during the year and determined that these were at arm’s length. We’re satisfied that related-party disclosures in our financial statements are appropriate
  • Endorsed the adoption of ‘lift and shift’ programmes from India to Africa on an arm’s length basis

The Board's focus, 
Consolidated note 30 and Company note 4

Reviewing whether the company’s position and prospects as presented in the 31 March 2025 Annual Report and financial statements were fair, balanced and understandable

Assessed:

  • The completeness and consistency of disclosures in the Annual Report, interim reports, our business model and strategy
  • The internal verification of the non-financial factual statements, key performance indicators and descriptions within the narrative
  • The use of alternative performance measures (APMs)
  • The treatment of items as exceptional
  • Feedback from external parties (corporate reporting specialists, remuneration advisors, external auditors) to enhance the quality of our reporting

Reviewing the Annual Report 2025

Reviewing the Annual Report 2025

At the request of the Board, we reviewed this Annual Report to consider whether, taken as a whole, it was fair, balanced and understandable. We have robust governance processes in place to support the year-end review of the Annual Report, including ensuring that everyone involved understands the ‘fair, balanced and understandable’ requirements. Our considerations included:

Fairness and balance

  • Is the Annual Report open, honest and accurate? Are we reporting on our weaknesses, difficulties and challenges alongside our successes and opportunities?
  • Do we clearly explain our KPIs and is there strong linkage between our KPIs and our strategy?
  • Is there a fair balance between APMs and reported figures?
  • Do we show our progress over time and is there consistency in our metrics and measurements?
  • Does the narrative and analysis in the report and accounts effectively balance the needs and interests of our key stakeholder groups?

Understandable

  • Do we explain our business model, strategy and accounting policies in a simple way, using precise and clear language?
  • Do we break up lengthy narrative with quotes, tables, case studies and graphics?
  • Do we define industry terminology and acronyms?
  • Do we have a consistent tone across the Annual Report?
  • Are we clearly signposting to where more information can be found?

Iterations of the draft Annual Report were provided to committee members throughout the production process. After a formal review in meetings on 25 April, 1 May and 6 May, we confirmed to the Board that this Annual Report is fair and balanced and provides enough clarity for shareholders to understand our business model, strategy, position and performance. The directors then made their assessment following the Board’s review of the document at its meetings on 27 March, 6 May and 7 May 2025.

Governance

The Board considered the results of the annual committee evaluation and considered the Audit and Risk Committee to be effective.

Our priorities

Progress and actions taken during the year

Cross-reference

Reviewing updates from regulators on corporate reporting
  • Reviewed summary reports with updates on upcoming proposals and regulation  changes in UK corporate reporting
  • Reviewed updates on FRC’s thematic reviews and other guidance issued by the FRC during the year. The Group already complied with the majority of the recommendations, and our 2025 Annual Report has been updated to use best practice as appropriate

Compliance with the UK Code, Part 3 and Part 4

Meeting the UK’s Transparency Directive (TD), ESEF Regulation (ESEF regulatory technical standard), including phase 2 requirements, prepared using the UKSEF taxonomy
  • Paid special attention to the preparation of our consolidated financial statements in digital format under the TD ESEF regulation
  • Made sure the necessary procedures had been completed by all parties, including our technical accounting team and an external specialist IT provider
  • Asked our external auditor to perform a separate independent voluntary limited assurance of our ESEF – this confirmed that the ESEF annual report was prepared and marked up in line with the requirements of the ESEF technical standard. Their ESEF review opinion is included in this Annual Report

ESEF assurance statement

Staying up to date with regulatory reform
  • Noted the revised UK Corporate Governance Code (2024 Code) published in January 2024 by the FRC. This includes a limited number of key changes, significantly a new requirement for boards to declare the effectiveness of their internal controls each year (Provision 29). Airtel Africa is preparing to implement the reforms by adopting an ICOFR framework and our committee has been receiving regular feedback on progress. See the latest updates in Part 3: Risk management and internal controls.
  • Continued to enhance our internal control systems and processes based on self-assessments and evaluations, as well as feedback from internal audit, external audit and other assurance providers

Part 3
  • Discussed with Deloitte the responsibilities of directors around the prevention and detection of fraud
  • Reviewed quarterly compliance certificates provided by executive management confirming the adequacy of procedures to review the effectiveness of our internal and disclosure controls and discussed areas of non-compliance before recommending to the Board for approval

Part 2 and Part 3

Reviewing the findings of the yearly evaluation of our committee
  • Reviewed the evaluation results and set out an action plan to deliver its recommendations

Committee evaluation

Reviewing the work of the Finance Committee
  • Reviewed the operation of the Finance Committee and concluded that it was fulfilling its purpose

Part 5

Airtel Money

Our priorities

Progress and actions taken during the year

Cross-reference

Ensuring readiness for IPO and execution of the separation plan
  • Discussed in detail our responsibilities for overseeing the AMC BV business, particularly given the separation activities and the desire to avoid any unnecessary duplication of effort with the AMC BV Board

Board focus in 2024/25

Reviewing the control environment
  • Strengthened systems, processes and governance frameworks – and enhanced risk and compliance controls
  • Reviewed projects to modernise transaction monitoring tools and strengthen the internal control and regulatory compliance culture and infrastructure
  • Analysed the Airtel Money risk and compliance strategy, structure and systems to assess their fitness for purpose. Our senior independent director attended the AMC BV Audit and Risk Committee as a member of the Audit and Risk Committee on Airtel Africa’s behalf to provide oversight
  • Reviewed the register of significant risks and assessed the regulatory-related implications of a breach. Also reviewed back-end controls and supported actions to strengthen KYC and minimise commission arbitrage
  • Received guidance from the Group treasurer on counterparty governance on trust balances

Part 3

Other matters

Our priorities

Progress and actions taken during the year

Cross-reference

* Joint Audit Co-operation, an industry initiative made up of 10 telecoms operators to raise social, environmental and ethical standards in the supply chain

Capital allocation
  • Recommended to the Board the full repayment of a $550m bond to create a zero-debt position at HoldCo from cash reserves
  • Reviewed and endorsed the Group’s successful capital allocation strategy to focus on reducing foreign currency debt obligations across operating companies

Note 31 and Financial review

Sustainability reporting

Reviewing the assurance processes supporting certain aspects of the TCFD and sustainability sections in the Annual Report
  • Reviewed the risks and opportunities resulting from our assessment of climate change and how these should be reported
  • Approved the climate-related financial disclosures contained in the Annual Report 2024

TCFD disclosures
  • Reviewed issues presented in audits conducted by other JAC* members (our JAC membership allows us to conduct ESG audits more cost-effectively through sharing costs with other global telecoms companies) and considered these as part of the overall ESG risk profile for our vendors
  • Completed 7 audits under the JAC platform

Engaging with stakeholders

Sustainability Report at www.airtel.africa