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Our approach to corporate governance continues to be shaped by collaboration, transparency and a collective commitment across Airtel Africa to doing the right thing, consistently and responsibly.
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Simon O’Hara
Group company secretary
UK Corporate Governance Code Principles
Compliance with the 2024 UK Corporate Governance Code
The Board believes that during the reporting period the company was in full compliance with all applicable principles and provisions of the Code except for Provision 9, as set out in the following text.
Code provision not yet met
Provision 9: the chair should be independent on appointment when assessed against the circumstances set out in Provision 10.
Explanation
The Board has concluded that our chair, Sunil Bharti Mittal, did not meet the independence criteria of the Code due to his interests in the company. However, in view of his extensive involvement with the company and the Bharti Airtel Group over many years, the Board considers that he has made a major contribution to our growth and success, and unanimously agrees that his continued involvement is crucial to the ongoing success of Airtel Africa.
The Board has put several safeguards in place to ensure robust corporate governance during his tenure as chair. These include appointing Tsega Gebreyes as senior independent director to act as a sounding board and support for the chair and as an intermediary for other directors and shareholders. The independent non-executive directors have carefully considered Sunil’s leadership position. As part of the annual Board evaluation process, they looked at the checks and balances in place to mitigate the risk of having a non-independent chair, including the monitoring of any impact on Board effectiveness and Board dynamics. They concluded that these checks and balances are strong and effective.
Our strong culture has benefited from stable and consistent leadership at Airtel Africa. The six independent non-executive directors on the Board provide a fresh perspective and challenge, a range of corporate experience, and effective challenge to the chair and other executive directors. This has been repeatedly endorsed by all evaluation exercises undertaken since listing and again in the external evaluation completed this year. The Audit and Risk Committee and the Remuneration Committee are each chaired by an independent non-executive director. The Nominations Committee is chaired by Sunil Bharti Mittal.
We also review the chair’s performance as part of the annual Board evaluation exercise. In line with the Code, the chair only sits on the Nominations Committee.
The Board believes Sunil Bharti Mittal continues to effectively oversee our leadership and maintain a balanced shareholder agenda.
We’ll continue to report against this provision while Bharti Airtel remains a majority shareholder or until the chair is no longer in place, at which time these arrangements will be reviewed.
Airtel Africa plc ordinary shares have been trading on the main market of the London Stock Exchange since 3 July 2019, so we apply the principles and comply with the provisions of the 2024 UK Corporate Governance Code (the Code) and explain any non-compliance. (See the Code at frc.org.uk.) While we have a secondary listing on the Nigerian Stock Exchange (NGX), we’re permitted by NGX listings requirements to follow the corporate governance practices of our primary listing market.
The principles set out in the Code emphasise the value of good corporate governance to the long-term sustainable success of listed companies. Our Board is responsible for ensuring that we have appropriate frameworks in place to comply with the Code’s requirements. This governance report and the strategic report set out how Airtel Africa has applied the principles of Code throughout the year.
Principle 1:
Board leadership and company purpose
A. An effective and entrepreneurial Board
Our Board is responsible for Airtel Africa’s system of corporate governance. As such, directors are committed to developing and maintaining high standards of governance that reflect evolving good practice.
The Board provides strategic and entrepreneurial leadership within a framework of strong governance, effective controls and an open and transparent culture. This enables opportunities and risks to be assessed and managed appropriately. Our Board also sets our strategic aims and risk appetite, makes sure we have the financial and human resources in place to meet our objectives, and monitors our compliance and performance against our targets. And finally, the Board ensures we engage effectively with all our stakeholders and consider their views when setting our strategic priorities.
Roles and responsibilities
We have well-documented roles and responsibilities for directors, and a clear division of key responsibilities between our chair and CEO, to help maintain a strong governance framework and the effectiveness of our Board. Our well-defined policies, processes and procedures govern all areas of the business. These will continue to be reviewed and refined to meet business requirements and changing market circumstances.
We re-examine budgets considering business forecasts throughout the year to make sure they’re robust enough to reflect the possible impact of changing economic conditions and circumstances.
We conduct regular reviews of actual results and future projections compared with the budget and prior-year results, as well as with various treasury reports. We monitor any disputes that could lead to significant litigation or contractual claims at each Board meeting, with updates provided by the CEO and CFO as part of their reports or tabled by the company secretary.
We have a Board-approved framework of delegated authority to identify and monitor the individual responsibilities of senior executives.
The Board recognises that, as Airtel Africa continues to grow as a transformative force for good, it is our duty to uphold the highest standards of ethical conduct, integrity, and compliance in all that we do. The Board recognises that each one of us has a responsibility to adhere to all compliance policies, including the Code of Conduct and anti-bribery and corruption policy. These policies set expectations for the behaviour of all employees and are grounded in our core values of Alive, Inclusive and Respectful.
B. Purpose, vision, strategy and culture
Our purpose is to transform the lives of people across sub-Saharan Africa.
Our services are connecting the unconnected, reaching the financially excluded and bridging the digital divide – which helps unlock the extraordinary potential for Africa’s people, businesses and economies to grow.
As an African business which serves the communities in which Airtel Africa people live and work, the company is a partner in delivering sustainable development objectives in the 14 countries in which we operate.
Strategy
We’re able to deliver this positive social impact because of the strength of our business model and the execution of our refreshed customer-centric strategic plan, underpinned by our cost optimisation programme, sustainability strategy and investment in talent. This year, we continued to make strong progress delivering an outstanding customer experience in each of our core strategic pillars: through network excellence, scaling home broadband and enterprise businesses, strengthening digitally enabled go‑to‑market capabilities, and maintaining portfolio and financial resilience. These priorities are underpinned by disciplined execution, cost optimisation, sustainability and continued investment in people, technology and infrastructure to deliver sustainable long‑term value.
We provide essential services that are unlocking the potential for people and economies to grow. To continue to serve our vision of enriching the lives of our customers, we have a clear business objective: to grow market share profitably and create superior enterprise value. Our growth strategy is supported by our sustainability strategy, which aligns with our purpose of transforming lives and commitment to sustainable development. We aim to foster financial inclusion, bridge the digital divide, and expand in underpenetrated telecom markets.
Our continued focus on digitising our products and services and enhancing our internal systems and processes acts as an accelerator for each of our strategic pillars.
Culture
Our Board believes that a healthy culture – which drives the right behaviours, protects and generates value, and helps employees live up to our values – will lead to the successful delivery of our business goals. The Board is responsible for defining our values and setting clear standards from the top. Our chair leads the way by ensuring the Board operates with integrity and a clear culture of its own, which cascades throughout our wider operations and stakeholder relationships. Our CEO, supported by the CFO, chief HR officer, and senior leadership team, is accountable for fostering and maintaining this culture across our operations.
To build high-performing colleagues aligned with our business priorities, our talent strategy is anchored in four key pillars: talent acquisition, talent development, diversity and performance management. This integrated approach ensures we attract, develop, and hold onto the kind of people needed to drive sustainable business success while upholding our organisational values.
We continue to build our people and talent capabilities and our business capacity through:
- On-the-job learning and encouraging teams to take ownership of their development, supported by the 70:20:10 development principle – experience, exposure and education
- Simplifying and automating HR and employee processes, removing duplication of work and embedding cross-functional collaboration
- Embedding our pay for performance principles which guide our reward philosophy and how we review our employee performance
- Improving rewards and recognition for employee performance including fixed, variable and share incentive plans
In 2025, the Board approved a one‑off all‑employee share award after considering feedback from employees expressing a strong desire to participate in share ownership and the practical challenges of doing so across the diverse jurisdictions in which the Group operates. In balancing these views with shareholder priorities on sustainable returns and capital discipline, the Board concluded that a conditional, one‑off share award would broaden access to share ownership and strengthen alignment with long‑term value creation. The Board considered the long‑term impact to be improved engagement and retention, a stronger sense of shared ownership in line with the ‘I am Airtel, we are Airtel’ culture, accountability across the workforce, and support for the Group’s culture and performance over time.
The Board hears directly from colleagues through regular contact via town halls, office visit and the Employee Connect initiative, engaging on topics like cost of living support and diversity practices across the business. Policies, practices and behaviours reflect the company’s purpose, vision and values. The CEO’s and chief HR officer’s quarterly updates keep the Board connected to employee health and wellbeing, driving wellness initiatives and emergency disaster support. Creating a safe working environment for everyone remains central to the sustainability strategy.
- More on our Employee Connect Initiative
- More on our Board diversity
- More on employee wellbeing in Healthy and safe work environment – Sustainability Report
Our Remuneration Committee helps the Board oversee culture by making sure our remuneration philosophy and principles encourage behaviours consistent with our purpose, vision, values, strategy and culture. It does this primarily by focusing on diversity and inclusion, people and community engagement. The committee tracks performance in these areas and reports to the Board as appropriate.
Annika Poutiainen is our Board sustainability champion, supported by the CEO, CFO and company secretary as fellow committee members. She reports at each Board meeting on the work of the Sustainability Committee. This meets quarterly and receives occupational health and safety updates enabling directors to monitor key metrics of our health and safety framework.
Our chief HR officer attends most Board meetings and all Remuneration Committee meetings to update members on talent attraction and retention, succession planning, diversity and gender balance, and employee engagement. The chair of the Remuneration Committee also includes these topics in her report to the Board.
While our leadership establishes our culture and leads by example, our clear policies and Code of Conduct ensure that our obligations to shareholders and other stakeholders are clearly understood and met.
Our purpose is to transform lives
Our vision is to enrich the lives of our customers
Our people
- We ensure engagement is at the heart of our business decisions
- We develop great people from a diverse pool
- We are digitising our people processes to improve the overall employee experience and create a more engaging place to work
- We provide coaching and functional skills through our digital learning platform, programmes and assessments
Our values
- Alive: we act with passion and a can-do attitude driven by innovation and an entrepreneurial spirit
- Inclusive: we champion diversity and enrich the lives of the people and communities we serve
- Respectful: We are humble, open and honest and deliver on our promises
Our strategy
- We have a clear ‘win with’ business strategy
- We have a clear sustainability strategy
- We have a clear purpose and vision
Culture benefits
For the company
Retaining and developing talent
- By creating opportunities for employees to grow, learn and build careers across the Group, we support long‑term workforce stability and the retention of high‑performing people
- Our sustained investment in people development strengthens leadership continuity and supports the long‑term delivery of the Group’s strategy
Knowledge and skill transfer
- The movement of people across operating companies enables the long‑term transfer of knowledge, experience and best practice, reducing dependency on individuals and strengthening organisational capability over time
- This contributes to sustained improvements in innovation, efficiency and operational resilience across the Group
Diversity and inclusion
- Exposure to different markets, cultures and perspectives promotes a broader and more inclusive leadership mindset, supporting better decision‑making and long‑term organisational resilience
Global leadership development and competitive advantage
- Developing leaders with experience across multiple markets enhances the Group’s long‑term ability to navigate complex operating environments and respond effectively to change. This strengthens the future leadership pipeline and supports the Group’s long‑term competitiveness and succession planning
For employees
Learning and development
- Gaining exposure to new roles and markets builds skills and experience that enhance long‑term employability, adaptability and professional effectiveness
- Developing a global mindset supports sustained performance in an increasingly interconnected and multicultural organisation
Career growth
- Access to new challenges and responsibilities accelerates long‑term career progression and supports the development of future leaders within the Group
Financial benefit
- Appropriate compensation recognises employee contribution, motivates employees to perform at their best, contributing to the company’s overall success and long‑term sustainability
C. Company performance and risk management
Our CEO manages the Group’s business in line with the strategic plan and approved risk appetite and takes responsibility for the operation of the internal control framework. Our Audit and Risk Committee oversees potential risks and gives the Board strategic advice on current and potential risk exposures. Our risk management framework supports informed risk-taking by our businesses, setting out the risks we’re prepared to be exposed to and the risks we want to avoid.
D. Stakeholder engagement
Our Board members are increasingly engaging with shareholders and wider stakeholders and addressing their concerns. This is in keeping with our sustainability strategy, which addresses stakeholder concerns as advised by the Global Reporting Initiative (GRI), and the ongoing development of our remuneration policy. Our director induction includes directors’ duties under Section 172 of the Companies Act 2006.
The Board regularly receives feedback on shareholder sentiment and sell-side analysts’ views of our business and the wider industry. Our Investor Relations team and management have frequent contact with the ten active equity research analysts who follow Airtel Africa.
The Board chair, Remuneration Committee chair, and other members of the Group’s senior management such as the company secretary and head of sustainability, as appropriate, also engage regularly with investors on a range of matters including governance, people, remuneration and sustainability.
Our Board discusses the impact of all major decisions on our stakeholders before reaching a conclusion. When considering a proposed investment in certain markets, the Board discusses the merits of the proposal and explicitly considers the implications for shareholders and employees, noting the need to balance capital deployment against the introduction of an appropriate change‑management process in local teams. During 2025/26, the Board reached different decisions on similar proposals, approving investment where conditions were met and deferring investment when this was not the case.
Sunil Bharti Mittal is our designated Board director for employee engagement, given his regular travel to our OpCos. This year he visited, Malawi, Tanzania and Zambia, where he was able to meet employees to discuss strategy and operations. This type of engagement was supported by Ravi Rajagopal, our Audit and Risk Committee chair who visited Uganda and Paul Arkwright, our Regulatory Committee chair who visited Nigeria. Employees also engaged with leaders from across our OpCos at the annual Leadership Conclave, held virtually this year due to geopolitical events in the region. Despite the virtual format, the event proved successful, providing an opportunity to discuss business strategy and address questions regarding growth, employee initiatives, and the evolution of the telecoms sector in the age of AI and satellite communications. We look forward to hosting an in-person conclave later in the year.
Stakeholder considerations are embedded in all Board papers, ensuring decisions reflect Section 172 of the Companies Act 2006.
E. Workforce policies and practices
We expect all businesses and employees to work with the highest standards of integrity and conduct at all times. Our Code of Conduct, which can be found on our website, sets out our expectations in detail. We also have policies focused on anti-bribery and corruption, whistleblowing and data protection (GDPR) setting out the framework that all companies and employees are expected to follow. Each year, our employees receive up-to-date training on legislative and regulatory matters.
Our management processes and divisions of responsibility are detailed in the following documents, which can be seen on our website:
- Schedule of matters reserved for Board decisions, including profit expectations and dividend policy
- Terms of reference for Audit and Risk, Nominations, Remuneration and Sustainability Committees
- Policies covering operational, compliance, corporate responsibility and stakeholder matters, including ones related to the Bribery Act 2010 and anti-corruption – these are updated as necessary in line with developments in corporate governance and legislation
- Our Articles of Association
Our policies are reported on to the Board and Audit and Risk Committee by our chief of internal audit and risk assurance, chief compliance and risk officer, and Group company secretary.
We support fulfilling careers through a defined performance and reward framework, with a strong focus on internal progression and roles that develop skills and capability. This approach supports leadership continuity, with a number of operating company managing director and finance director appointments during the year drawn from our internal talent pipeline, reflecting sustained investment in succession planning and leadership development across the Group.
Talent mobility and our Global Talent Accelerator, including the Africa–India programme launched in January 2025, provide high‑performing employees with cross‑market and leadership development opportunities. The four-month programme reflects our commitment to investing in people, strengthening global collaboration and aligning talent development with business priorities.
Training needs are identified through manager assessment and performance feedback, supported by our learning platform, in‑person training and cross‑border development. We also maintain a strong focus on cybersecurity awareness through regular employee training and risk‑based assessments.
Principle 2:
Division of responsibilities
F. Role of the chair
The roles and responsibilities of the chair and CEO are clearly defined, set out in writing, and signed by Sunil Bharti Mittal and Sunil Taldar.
The chair leads the Board and is responsible for its overall effectiveness in directing the company, its governance and balanced decision‑making. He ensures the Board takes a long‑term view in its decisions and that sustainability, including climate change, is considered across strategy, operations and risk. He also engages with major shareholders and other key stakeholders to ensure the Board understands and takes account of their views. The chair sets the cultural tone for the business and leads initiatives to assess culture.
The chair and the senior independent director each hold separate meetings at least once a year with non‑executive directors without the CEO present. Both did so once during the 2025/26 reporting period.
Led by the senior independent director, the non‑executive directors also meet at least once a year without the chair present to appraise his performance. In addition, the chair and the senior independent director each meet independently with the independent non‑executive directors without executives or other non‑executive directors present. These meetings support a fair and open culture in which all Board members are able to contribute effectively.
The Board notes that Sunil Bharti Mittal did not meet the independence criteria of the Code on appointment due to his interests in the company. Given his extensive involvement with the Bharti Airtel Group and his significant contribution to Airtel Africa’s growth over many years, the Board unanimously agrees that his continued involvement is critically important to the company’s success. A number of safeguards are in place to support robust governance during his tenure, including the appointment of a strong senior independent director.
The Board believes that Sunil Bharti Mittal continues to provide effective leadership and maintain appropriate balance in representing shareholder interests.
G. Board composition and division of responsibilities
Our Board consists of 11 directors: non-executive chair Sunil Bharti Mittal, who is not independent, CEO Sunil Taldar, CFO Kamal Dua, six independent non-executive directors and two non-executive directors. Until 29 January 2026, Andy Green was the senior independent director and Tsega Gebreyes became senior independent director after Andy’s resignation. Simon O’Hara is our company secretary. Sunil Bharti Mittal has announced his intention to retire as chair at the conclusion of the forthcoming AGM, and as part of the Board’s planned succession and refresh programme, Annika Poutiainen will also retire as a non‑executive director at the same time.
The Board has an established framework of delegated financial, commercial and operational authorities that define the scope and powers of the CEO and of operational management.
H. Role of non-executive directors
Our independent non‑executive directors bring independent judgement, advice and constructive challenge to the Board, drawing on their wide experience and diverse backgrounds. They support the development of strategy, scrutinise executive performance, and hold management to account, including overseeing financial reporting, internal control and risk management. The independent non‑executive directors also play a key role in Board and senior leadership succession planning and serve on, or chair, Board committees.
The senior independent director plays a critical role in supporting effective governance, acting as a sounding board for the chair, leading the chair’s annual performance evaluation, and serving as an intermediary for other directors where required. He is also available to shareholders and other stakeholders for engagement if concerns cannot be resolved through the usual channels.
Together, the senior independent director and the independent non‑executive directors support the effective operation of the separation governance framework and help ensure Airtel Africa’s independence, balanced decision‑making and high standards of governance.
I. Board processes and role of company secretary
Our company secretary supports the chair and the Board, ensuring directors receive high‑quality information, adequate time and appropriate resources to discharge their responsibilities. He advises the Board on corporate governance and supports the ongoing professional development of directors.
We have established processes to ensure the Board is fully informed in a timely manner. Directors receive papers in advance of Board and committee meetings via a secure online portal, enabling effective preparation and the submission of views where attendance is not possible. Between meetings, directors receive updates from the CEO and CFO on significant matters, alongside regular financial, management, shareholder and analyst information.
All directors have direct access to the advice and services of the company secretary, and non‑executive directors may obtain independent professional advice at the Company’s expense where necessary to fulfil their duties.
Time is allocated at the end of each Board meeting to review Board and committee effectiveness and progress actions arising from the annual evaluation. Coordinated by the company secretary and led by the chair, feedback from directors is used to support continuous improvement in Board effectiveness and efficiency.
Principle 3:
Composition, succession and evaluation
J. Board appointments
As part of our 2025/26 external Board evaluation, we reaffirmed that each of our independent non-executive directors is independent in character and that there are no relationships that could affect their judgement.
The main objective of our Nominations Committee is to make sure we have the best possible leadership team by overseeing a formal, rigorous and transparent process for appointing and removing directors to or from the Board, our committees and other senior roles. The committee also works to improve diversity and develop our succession-planning processes.
K. Skills, experience and knowledge of the Board and its committees
We have an engaged and diverse Board who reflect the cultural and ethnic diversity of the countries in which we operate. Our Board members bring a range of practical experience and deep expertise to our business – and at least half of our directors, excluding the chair, are independent non-executive directors, in line with the Code’s recommendations.
The Board considers that each director brings relevant and complementary skills, experience and background to the Board, details of which are set out in the biographies and the skills matrix.
L. Board evaluation
As part of good governance, it’s important to make sure our Board as a whole, its committees and each director is operating and performing effectively. The Code requires an externally facilitated evaluation at least every three years. This year, we conducted an externally facilitated evaluation supported by Board Intelligence.
Principle 4:
Audit, risk and internal control
M. Independence and effectiveness of internal and external audit
Each year, our Audit and Risk Committee identifies the key risks to be reviewed and assessed by Internal Audit as part of its programme of work to enhance our control environment. It makes sure that our policies and procedures safeguard the independence and effectiveness of internal and external audit functions and that our financial and narrative statements are true and complete.
During 2025/26, Deloitte UK performed an external statutory audit for the year ended 31 March 2026, as well as a half-yearly review.
- More on financial reporting controls
- More on the activities and processes of our Audit and Risk Committee
N. Fair, balanced and understandable assessment
The strategic report sets out our performance, business model and strategy, as well as the risks and uncertainties relating to the company’s future prospects. When taken as a whole, the directors consider this Annual Report is fair, balanced and understandable and provides information necessary for shareholders to assess our performance, business model and strategy.
O. Risk management, internal control and determining principal risks
As highlighted in the strategy and risk sections of the strategic report, managing risk is inherent to our management thinking and business planning. The Board has overall responsibility for establishing and maintaining our risk management and internal control systems. Our Audit and Risk Committee supports the Board in reviewing the effectiveness of our internal control, including financial, operational and compliance, and risk management systems.
Principle 5:
Remuneration
P. Remuneration policies and practices
Our remuneration policy is intended to attract, motivate and retain high-calibre directors, to promote the long-term success of Airtel Africa, and to be in line with best practice and the interests of our stakeholders. It’s designed to be appropriate for a listed company in the UK while taking account of our very specific circumstances: being listed on the LSE with a secondary listing on the Nigerian Stock Exchange and operating in 14 countries in Africa.
There are two key principles of our remuneration policy. One, that remuneration packages and performance-based schemes should be aligned with stakeholders’ interests and support our business strategy and objectives. And two, that the performance-based remuneration element should be appropriately balanced between the achievement of short-term objectives and longer-term objectives.
The directors’ remuneration policy sets out the remuneration policy for our CEO, CFO, chair and non-executive directors, and will be put to a binding shareholder vote at the forthcoming AGM. No changes to pay levels are being proposed. The remuneration policy was last approved by shareholders at our 2023 AGM with 90.84% votes in favour.
Provision 41 engagement with the workforce
During this financial year we engaged with employees across several issues in a variety of ways, including remuneration – and in doing so remain compliant with Provision 41 of the Code.
Q. Procedure for developing remuneration policy
The Remuneration Committee regularly reviews our policy to ensure that it operates as intended, is in line with best practice, and is aligned with our evolving business strategy.
R. Exercising independent judgement
In the year ended 31 March 2026, Alvarez & Marsal provided remuneration advice and benchmarking data, and Clifford Chance provided legal advice in relation to share plan matters and remuneration advice to our Remuneration Committee.
The committee uses its discretion, within the maximum policy limits, to consider the target bonus taking account of market development opportunities, specific events and evolving roles. While the committee has the discretion to change the metrics and weighting for the bonus plan from year to year, we normally consult with major shareholders before making any significant changes.