Introduction

I’m pleased to present the Nominations Committee report for 2024/25. This outlines our strategic initiatives in succession planning, Board changes, senior leadership appointments, and ongoing engagement with employees.

Succession planning continues to be a cornerstone of our governance strategy, ensuring that we have a robust pipeline of talent ready to lead our company into the future. With diversity at the heart of our corporate ethos, we’re dedicated to fostering an inclusive environment that reflects the communities we serve and upholds the highest standards of governance.

As we’re a multicultural business, our ethnic diversity is reflected in our Board, leadership team and employees. Across Airtel Africa, 40 nationalities are represented.

We’re also committed to ensuring diversity in terms of culture, age, gender, length of service and educational background – and are continuing to build an inclusive and diverse workplace. 28.5% of our operating company Executive Committee members are women, excluding MDs. 25% of our senior managers are women and 29.2% of employees across the business are women.

Evolving our Board

This year we made several key Board changes, welcoming new members who bring diverse perspectives and expertise to our team. These appointments are in line with our commitment to maintain a dynamic and effective Board.

As shared in last year’s report, Sunil Taldar formally joined the Board and became CEO on 1 July 2024. With a clear focus, he immediately refreshed the Group’s strategy and prioritised improving the customer experience. The Board fully endorses his approach.

Kamal Dua, our deputy chief financial officer, will succeed Jaideep Paul as chief financial officer after Jaideep’s retirement. Kamal will join the Board as an executive director and formally become CFO after the July 2025 AGM. We’re delighted to welcome Kamal, who we identified as a strong internal successor, as our next CFO.

I’m also extremely pleased that Jaideep has agreed to become our charitable foundation’s deputy chair. The Airtel Africa Foundation is accelerating our sustainability initiatives and corporate social responsibility efforts across Africa. After retiring from Airtel Africa, Jaideep will also be available for 12 months to advise our chair, Board and executive management team.

Paul Arkwright joined the Board on 4 May 2024 and also chairs our Regulatory Committee. We also welcomed Gopal Vittal as a nominee director of the controlling shareholder and Cynthia Gordon as an independent non-executive director.

Akhil Gupta has informed the Board of his intention to retire as non-executive director of Airtel Africa at the end this year’s AGM in July 2025. Akhil will have served on the Board for nearly seven years by that time. On behalf of the Board, I’d like to thank Akhil for his unstinting support and immense contribution to our success in building Airtel Africa and becoming a market-leading mobile service and mobile money provider. During his time here, he’s been a champion of good governance and financial reporting, a robust challenger of the senior leadership team, and a generous mentor and guide.

Enhancing our senior leadership team

We’ve also further strengthened our ExCo and OpCos with leaders who embody our values and strategic vision. Appointments during the year included:

• Rohit Marwha as chief marketing and sales officer (June 2024)
• Brahim Nallar as managing director of Airtel Niger (October 2024)
• Dinesh Balsingh as managing director and CEO of Airtel Nigeria (November 2024)
• Soumendra Sahu as managing director of Airtel Uganda (December 2024)
• Charles Kamoto as managing director of Airtel Tanzania December 2024)
• Ashish Dutt as acting managing director of Airtel Malawi (January 2025)

Our work to identify high-potential executives and encourage their development led to several key internal promotions. As well as the promotion of Kamal Dua to CFO of Airtel Africa, this included Alok Bafna becoming CFO of Airtel Money with a dual reporting line to the Group CFO and the CEO of Airtel Money.

We also recruited five chief compliance officers in our top five markets to support the country managing directors.

Engaging with our people

As motivated and informed employees are essential to our business success, engaging with employees continues to be a priority. This year, we’ve implemented several new initiatives to enhance communication and collaboration across all levels of the organisation.

One is our new Employee Connect initiative sponsored by our Remuneration Committee chair Tsega Gebreyes. As the non-executive director with responsibility for engaging with our employees, I was delighted that the Board approved this opportunity for independent non-executive directors to meet regularly with our people around Airtel Africa through virtual meetings. These conversations with employees not only give our employees another way of sharing their ideas and concerns directly with Board members, but it helps us meet Code requirements on promoting corporate culture as an essential element of good governance.

Evaluating our Board

As part of our corporate governance review each year, we examine the independence and diversity of our Board and the balance of skills and development needs of its members. During the year, we held an externally facilitated Board effectiveness evaluation which concluded that the Board continues to operate effectively. Our Board’s diversity of skills and international experience is invaluable in developing our business strategy and enhancing our governance capabilities.

All directors will retire at this year’s AGM and, except for Jaideep Paul and Akhil Gupta, put themselves up for reappointment (appointment in the cases of Gopal Vittal, Cynthia Gordon and Kamal Dua) by shareholders. Each of our independent non-executive directors seeking appointment or reappointment is independent in judgement and character.

I welcome questions from shareholders on our committee’s activities. To discuss any aspect of this report please contact me through our company secretary, Simon O’Hara. For contact details see General shareholders’ information. I’ll also be attending our 2025 AGM and look forward to the opportunity to meet you and answer your questions there.

Sunil Bharti Mittal
Chair, Nominations Committee

7 May 2025