Committee report

The committee’s work and focus in 2024/25

Chief financial officer recruitment

• Recommended the appointment of Kamal Dua as chief financial officer to succeed Jaideep Paul on his retirement, and working with the Audit and Risk Committee oversaw the arrangements to ensure a smooth transition

Board and committee composition

• Reviewed the current Board structure, size and composition, particularly the skills, knowledge and experience needed to continue to function effectively in light of future business needs
• Considered individual directors’ time commitment and overall effectiveness
• Considered the need for an appropriate balance of independence and diversity among Board members
• Discussed the structure, size and composition of the Board’s committees
• Reviewed the Board and committee structure in Airtel Money and the capabilities of its senior leadership team
• Recommended to the Board the appointment of Gopal Vittal as an independent non-executive director. His appointment is by nomination of the controlling shareholder as per the terms of the relationship agreement. Under his leadership as CEO, Bharti Airtel Limited built a strong portfolio of businesses and achieved a lifetime high of both revenue market share and enterprise value in a very competitive market. Over the past five years, he has driven the digital transformation of Bharti Airtel, reimagining the business and defining the culture, metrics and incentives for collaboration
• Recommended to the Board the appointment of Cynthia Gordon as an independent non-executive director. Cynthia joined on 1 April 2025 and will serve on the Remuneration Committee. She brings with her great telecoms experience and history of working in Africa

Subsidiary Board composition

• Recommended appointing Airtel Africa non-executive director Awuneba Ajumogobia to chair of Airtel Networks Limited (Airtel Nigeria). This was announced as part of management changes in Airtel Nigeria and will strengthen the Board’s relationship with Nigeria

Airtel Africa Foundation

• Reviewed the establishment of the Foundation, and discussed its inaugural leadership and staffing 
• Recommended appointing non-executive director and Board sustainability champion Annika Poutianen as a Foundation trustee 

Board succession

• As the 2019 slate of independent non-executive directors are entering their third 3-year term of appointment, considered the length of tenure of non-executive directors and the value of continually refreshing Board membership in a managed and considered way. We also discussed the importance of a suitable transition for whoever replaces Ravi Rajagopal as Chair of the Audit and Risk Committee, noting that a minimum one-year overlap would be needed for a new appointee to the committee
• Considered a strategy for reducing the overall size of the Board
• Discussed the Listing Rules requirement that one of the Board’s four officers (Chair, senior independent director, CEO, CFO) is a woman by 2025 and incorporated this into the Board succession plan with the aim to be compliant by the end of financial year 2026

Non-executive director induction

• The three newly appointed non-executive directors were inducted through a series of sessions with our CEO, CFO and members of our Executive Committee. These focused on our strategy, operating and financial performance, budget and forecasts, human resourcing, diversity challenges and medium-term plans.

For example, as part of his induction, Paul Arkwright met with:

• Each of the chair of the Board, the senior independent director and the company secretary
• The members of the ExCo
• Our corporate lawyers for directors’ onboarding training
• Our external auditor, Deloitte UK
• Reviewed the induction programme for directors and concluded that this is appropriate

Senior management succession

• Reviewed our strategy for executive-level succession planning and monitored progress of the processes in place for achieving this, including:
• Considering the Group’s talent development programmes to build technical and leadership capability
• Linking contingency planning to individuals’ professional development at senior management level to help people show their potential for progression and build a diverse pipeline of talent
• The geopolitical and macroeconomic situation affecting various OpCos
• For Airtel Money, reviewed the trajectory towards listing and the bench strength of talent to deliver the IPO
• Received and reviewed the quarterly update from the CEO and chief HR officer on the senior leadership succession plan – looking at the current incumbent, readiness of the likely internal successor, as well as others with potential
• Discussed the gender and ethnicity balance of the managing directors across our 14 OpCos, noting that the majority have African heritage

Diversity

• Monitored and noted progress against our gender balance targets at ExCo, country managing director and senior management levels. Airtel Money appointed two women as managing directors, in Republic of the Congo and Bharti Airtel International (Netherlands) B.V. (BAIN). Women now make up 28.5% of our OpCo executive committees’ leaders, excluding MDs. 25% of our senior managers are women, as are 29.2% of employees across the business
• Reviewed policies and processes to promote diversity in our operating country boards
• Worked to attract diverse, highly skilled and talented employees by:
• Tackling unconscious bias
• Ensuring a gender balance on shortlists for management positions
• Promoting a good work/life balance
• Encouraging equal opportunities for all
• Appointed 40 women to senior management roles (B+ and above) (2024: 19) at Group and operating company level, including Marie Louise Van Dam, managing director of BAIN

Directors’ elections

• Recommended to the Board that each director be proposed for re-election by shareholders at our July 2025 AGM

Directors’ fees

• Reviewed the fees paid to the Group chair and the non-executive directors and agreed to inflation-linked increases in line with benchmarking data to stay competitive

Board and committee evaluation

• Oversaw the externally facilitated Board effectiveness evaluation and discussion of feedback, observations and recommendations. This included assessing whether each committee was operating effectively and whether each non-executive director was dedicating enough time to their duties. It also examined directors’ views on company and stakeholder relationships, people culture, succession planning, risk and financial monitoring, and strategy and performance measures

Conflicts of interest

• Supported the Board in considering conflicts of interest and independence issues. When reviewing conflict authorisations, we look at other appointments held by the director as well as the findings of the Board evaluation. Our committee determined that all non-executive directors continued to demonstrate independence and the Board agreed with our conclusion

Committee terms of reference

• Reviewed and approved our terms of reference before making a recommendation to the Board. We concluded that these terms of reference are appropriate and reflect how we discharge our duties
• Reviewed the committee’s performance during the year against its terms of reference and concluded that it was operating effectively
• Reviewed individual director independence to check for conflicts of interest and found there were no concerns regarding the contribution or commitment of any directors

Annual General Meeting

• Received and discussed a detailed AGM briefing from the company secretary including voting results, shareholder feedback and engagement in the lead up to the AGM

Employee engagement

• Stayed up to date on projects to attract new people and support existing employees – also supported learning and development teams’ capacity-building efforts across the Group, as well as ongoing initiatives around health, wellbeing and recognition
• See more on engagement with employees