Committee report

The committee’s work and focus in 2025/26

Chair and deputy chair

We recommended the appointment of Gopal Vittal as chair and Shravin Bharti Mittal as deputy chair after Sunil Bharti Mittal retires at the conclusion of the July 2026 AGM.

The Board believes Gopal’s expertise and energy will ensure that we continue to be governed to the highest standards while pushing management for excellence in execution. Gopal is a global leader in telecoms, current GSMA chair and has an outstanding record of achievement.

As deputy chair, Shravin Bharti Mittal will ensure continuity with the founding family and significant shareholder. He will be the Board’s conduit with the Airtel Money Board, on which he serves, and with the Airtel Africa regional headquarters in Dubai, where he is based.

Senior independent director

Recommended the appointment of Tsega Gebreyes as senior independent director after Andy Green retired.

Board and committee composition

• Recommended the appointment of Cynthia Gordon as chair of the Remuneration Committee to succeed Tsega Gebreyes when she became senior independent director
• 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
• Reviewed the cadence of Board meetings, and made the following recommendations to the Board:
• January: Quarterly Board meeting held virtually (meeting in person in India or at an OpCo by exception)
• March: Board attendance at the annual senior leadership conclave, including an in-person Board meeting in Dubai which will be the strategy-setting meeting
• May: Quarterly year-end Board meeting in person in London
• July: Quarterly Board meeting in person in London
• October: Quarterly Board meeting in person in Dubai
• Considered individual directors’ time commitments 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 in preparation for the IPO

Airtel Africa Foundation

• Reviewed the ongoing governance and leadership structure of the foundation, and discussed its leadership and staffing
• Recommended appointing former CFO Jaideep Paul as a committee member of the foundation

Board succession

• 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 to 8 or 9 members over time, down from 11
• Achieved our commitment to comply with the Listing Rules requirement that one of the Board’s four officers (chair, senior independent director, CEO, CFO) be a woman with the appointment of Tsega Gebreyes as senior independent director

Non-executive director induction

• Reviewed the induction programme for Cynthia Gordon and Kamal Dua and confirmed it to be appropriate and effective. This covered the Group’s strategy, operating and financial performance, budgets and forecasts, people and diversity priorities, medium-term plans, and included structured engagement with the CEO, CFO and ExCo
• As part of her non-executive induction programme, Cynthia met with the chair, senior independent director and company secretary, Executive Committee and our external auditors and legal advisers

Senior management succession

• Received regular updates from the CEO and chief HR officer as part of our ongoing oversight of leadership capability, performance and succession. These covered the progress in embedding our culture and ways of working, strengthening our sales and distribution capability and bench strength, and ensuring that organisational structures, skills and costs remain aligned to the Group’s needs
• Received continued assurance that all OpCo and HQ Executive Committee members are fit for purpose
• Welcoming the establishment of the Talent Council. This comprised of the CEO, CHRO, chief sales and marketing officer, regional directors and the Airtel Money CEO and CFO. Its initial focus is on strengthening the managing director and commercial talent pipeline and delivering development plans for senior leaders
• Monitored leadership capacity and diversity, receiving regular updates on key vacancies and progress in improving gender balance at ExCo and country senior management levels, and noting progress against agreed diversity objectives

Diversity

• Monitored and noted progress against our gender balance targets at ExCo, country managing director and senior management levels. Women now make up 25.8% of our OpCo executive committees’ leaders, excluding MDs. 24.7% of our senior managers are women, as are 29.9% 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 47 women to senior management roles (B+ and above) (2025: 40 /2024: 19) at Group and operating company level

Directors’ elections

• Recommended to the Board that each director be proposed for re-election by shareholders at our July 2026 AGM

Directors’ fees

• In light of announced changes, reviewed the fees paid to the Group chair, the newly formed role of deputy chair, and the non-executive directors and agreed to changes for chair and deputy chair, and inflation-linked increases for non-executive directors in line with benchmarking data
• See more in the Remuneration Report

Board and committee evaluation

• Oversaw the externally facilitated Board evaluation which assessed the Board’s engagement with key stakeholders, including employees, and the effectiveness of its oversight of culture, behaviours, ethics and accountability across the Group. The evaluation also reviewed the Board’s approach to risk management, internal controls, financial monitoring and crisis preparedness, as well as boardroom dynamics, committee effectiveness, composition, skills, diversity and governance processes

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 show 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