This year, the Board exercised effective leadership and oversaw strategy, risk management, internal controls and stakeholder engagement in line with UK Corporate Governance Code Principles A, C and O.
Board responsibilities
- Own, approve and oversee the Group’s strategy and long‑term ambition
- Review and, where appropriate, challenge the strategic plan and annual operating plan
- Assess external developments, risks and opportunities, including political, macroeconomic and policy factors
- Ensure alignment of strategy with risk appetite, capital strength, culture, incentives and sustainability objective
- Monitor progress against strategic priorities and test strategic resilience through scenario analysis
Strategy
The Board shaped the maximise to capture Africa’s digital future by being a customer‑led, purpose‑driven, trusted digital-first telecoms company. This Board focused on delivering an outstanding customer experience through improving 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, our sustainability strategy and continued investment in people, technology and infrastructure to deliver long‑term value.
We remain focused on executing against our strategy to efficiently and effectively deliver essential services to improve the lives, communities and economies we serve.
Our priorities
Strategy oversight, monitoring and challenge
Actions taken during the year
- Received regular updates from the CEO and CFO, including business reviews and senior management presentations
- Reviewed monthly Board reports from the CEO covering regional performance, financial position, performance against budget, key market trends, product developments, stakeholder updates, and material headwinds including macroeconomic, geopolitical and security‑related issues
- Discussed market volatility, political uncertainty, inflation sensitivities and tax developments with senior management
Our priorities
Risk, resilience and external environment
Actions taken during the year
- Reviewed external developments and assessed their potential impact on the Group’s long‑term strategy, including macroeconomic, geopolitical and regulatory factors
Our priorities
Customer and network excellence
Delivering a best‑in‑class network and a simplified, digitised customer journey
Actions taken during the year
- Oversaw and approved a focused programme to enhance the network experience and simplify the digitised customer journey. During the year, management executed the strategy by sustaining high‑return network investments, improving 4G coverage, scaling 5G deployment, expanding our fibre footprint, and embedding AI to improve customer experience, safety and operational efficiency
- Approved the deployment of Starlink Direct-to-Cell across 14 markets to enhance app data and text services in uncovered areas to complement infrastructure-sharing with Vodacom and MTN and extend our reach and resilience
- Reviewed the launch of AI-powered spam alert and anti-spam services across our operating footprint to protect customers from nuisance and fraudulent SMSs, enhancing trust and safety on the network
- Reviewed the integration of AI-enabled KYC solutions, which significantly enhanced the accuracy of customer onboarding, reinforced identity verification protocols, and minimised fraud
- Approved a policy of targeted store expansions and refurbishments creating more modern and easier to navigate spaces, reducing congestion and improving product visibility
Our priorities
Go-to-market strength
Building strong, digitally enabled GTM capabilities, particularly in B2B
Actions taken during the year
- Supported focused go-to-market initiatives resulting in broad-based customer growth and average revenue per user (ARPU) uplift, and continued recovery in Francophone Africa
Our priorities
Enterprise (B2B) growth
Growing Airtel Business, including FibreCo and Nxtra, supported by the right operating model, capabilities and incentives
Actions taken during the year
- Oversaw the Group’s B2B growth strategy, including investing in data centre capacity, starting the construction of a second hyperscale data centre in Nairobi as part of our wider enterprise strategy
- Approved additional enterprise investments to support future‑ready services, including in fibre infrastructure, 5G capabilities and data centres to enhance digital inclusion. Our approach focuses on innovating data centre design, integrating energy-efficient technologies and reducing waste through smarter infrastructure planning
Financial performance
Despite an improving prevailing macroeconomic and geopolitical environment across our operating footprint, the Board continued to manage currency risks and address cost challenges in high inflation markets.
Our priorities
Strategy, capital allocation, financial resilience and shareholder returns
Optimising our portfolio and capital allocation to enhance growth, ensure margin resilience, and achieve long-term sustainability while strengthening financial resilience and maximising shareholder returns
Actions taken during the year
- Reviewed the Group’s capital allocation policies, focusing on fewer, larger and more profitable opportunities to accelerate growth, mitigate foreign exchange headwinds, and address the longer‑term implications for pricing, reinvestment and sustainable growth
- Reviewed capital allocation outcomes, noting favourable leverage and a strengthened balance sheet following the reduction of external foreign currency debt, with foreign currency debt now reduced to less than 5% of OpCo debt
- Approved the execution of a second $100m share buy‑back programme, returning capital to shareholders through both programmes completed between December 2024 and March 2026
- Encouraged the adoption and deployment of AI-based digitisation in finance for revenue assurance, fraud management and revenue booking to improve operational efficiencies and compliance
Our priorities
Risk management and cost discipline
Actions taken during the year
- Reviewed management’s approach to addressing cost challenges in high‑inflation markets, including the impact on margins, cash flow and long‑term financial sustainability
- Remained vigilant on currency sensitivity and liquidity constraints, with quantified impacts monitored and mitigations applied in each market
Our priorities
Strategic oversight and related-party governance
Actions taken during the year
- Endorsed the continued adoption of synergy and technology standardisation programmes from India to Africa, enabling the transfer of proven operating models and capabilities while ensuring such arrangements are conducted on an arm’s‑length basis to preserve independence and appropriate governance within the wider shareholding group
Our priorities
Risk management, compliance and internal controls
Actions taken during the year
- Reviewed quarterly compliance certificates provided by executive management and discussed areas of non‑compliance, confirming the adequacy and effectiveness of the Group’s internal control and disclosure control framework
Airtel Money
Our strategy for Airtel Money is to revolutionise the financial services landscape in Africa. To this end, the Board remains focused on strategy, capital allocation, governance, risk and regulatory oversight.
Our priorities
Strategic direction, oversight, approval and assurance
Actions taken during the year
- Oversaw Board and leadership readiness activities in preparation for the potential Airtel Money IPO – including reviews of Board composition, succession planning and governance arrangements – and was satisfied that appropriate structures and processes are being implemented to support a successful listing
- Supported the Airtel Money Board in driving digital adoption to broaden the financial ecosystem and strengthen governance and execution across all markets
- Considered opportunities to create additional value and expand the Airtel Money business, including the strategic conversion of the mobile services customer base to Airtel Money across markets
Our priorities
Risk, regulation and governance
Actions taken during the year
- Oversaw the strengthening of regulatory, risk and compliance frameworks across our geographical footprint, including enhanced fraud monitoring and control systems
- Monitored progress in building strong compliance and governance capabilities to ensure consistent and effective compliance across all markets
- Supported the Airtel Money capital allocation policies and management to strengthen distribution through kiosks, Airtel Money branches and multi-brand outlets
Our priorities
Strategy, investment and value creation
Actions taken during the year
- Continued investing in platform resilience, security and governance to ensure service continuity and customer trust, reinforcing our role as essential financial infrastructure and enabling us to deliver sustainable growth despite external challenges
Our priorities
Risk, regulation and governance
Actions taken during the year
- Received updates from the CEO of Airtel Money on business performance, management strength, the compliance and controls environment, and listing readiness
- Monitored and reviewed the evolving regulatory landscape across markets
Sustainability
The Board recognises that sustainability is integral to the Group’s long‑term strategy, resilience and value creation. The Board oversees the sustainability strategy to make sure it supports the Group’s purpose of driving digital and financial inclusion across Africa while also managing climate‑related risks, strengthening operational resilience and delivering positive social impact.
Our priorities
Purpose, sustainability and long-term value
Actions taken during the year
- Oversaw the Group’s commitment to developing infrastructure and services that drive digital and financial inclusion across Africa to ensure alignment with our purpose and long‑term strategy
Our priorities
Climate risk, resilience and data integrity
Actions taken during the year
- Monitored progress against the Group’s climate and decarbonisation objectives, including initiatives to reduce greenhouse gas emissions across the network footprint
- Strengthened sustainability and carbon emissions data governance and quality (including greater automation and enhanced OpCo/Group scrutiny)
- Embedded sustainability considerations into strategy and capital allocation, including approving long‑term infrastructure commitments that support digital and financial inclusion while reducing environmental impact
- Reviewed the impact of climate change on performance and resilience, including how climate risks and opportunities may affect revenues, cost base and long‑term outcomes (for example energy availability, fuel costs and physical climate risks)
Our priorities
Social impact and corporate responsibility
Actions taken during the year
- Received updates on the Airtel Africa Foundation, including on programmes and highlights, partnerships, impact and governance
- Approved annual funding of up to 1% of net profit from profit-making OpCos for the Foundation
Our priorities
Sustainability strategy, financing and long-term value
Actions taken during the year
- Identified climate-related risks and opportunities by overseeing and reviewing the Task Force on Climate‑related Financial Disclosures (TCFD) and preparing for the Corporate Sustainability Reporting Directive (CSRD)
- Reviewed the implemenation of the sustainability strategy by monitoring full‑year sustainability KPIs and progress against targets
Our priorities
Governance, ESG, health & safety, and stakeholder oversight
CSRD: Governance; ISSB S1
Actions taken during the year
- Provided oversight of ESG matters, including climate, health and safety, social impact and responsible business practices through regular Board and Sustainability Committee updates
- Considered ESG performance, risks and opportunities through regular Board and committee updates and alongside broader strategic and financial discussions
- Reviewed progress against sustainability KPIs, approved annual goals and targets, and held management accountable for delivery
- Scrutinised data quality, controls and assurance processes to support robust, reliable and useful sustainability information
Our priorities
Climate action and environmental performance
CSRD: Environment; ISSB S2
Actions taken during the year
- Monitored progress against the Group’s climate and decarbonisation objectives, including initiatives to reduce greenhouse gas emissions across the network footprint through:
- Transitioning off‑grid sites onto the grid
- Solarising sites
- Deploying hybrid infrastructure solutions
- Reducing diesel usage through collaboration with tower companies
- Introducing lithium batteries at network sites to reduce reliance on diesel and grid electricity
Our priorities
Social impact and stakeholders
CSRD: Social; ISSB S1
Actions taken during the year
- Oversaw the Group’s approach to social impact and stakeholder engagement, recognising the role of connectivity, digital services and financial inclusion in supporting economic and social development
- Continued to support our five‑year pan‑African partnership with UNICEF to deliver digital learning by connecting schools and providing free access to learning platforms across 13 countries
- Received regular updates on the work of the Airtel Africa Foundation
Our people: leadership, succession and culture
Our strategy is to ensure that we always have the right people, with the right skills in the right roles at the right cost, who can demonstrate Airtel Africa’s unique culture of ‘I am Airtel’.
Our priorities
Succession, leadership and governance
Actions taken during the year
- Reviewed and approved the Nominations Committee’s recommendations for the Board leadership changes, including proposals for the new chair, creation of a new deputy chair role and to reduce the overall size of the Board
- Reviewed succession plans for the Board, its committees and senior management, as presented by the Group chair on behalf of the Nominations Committee
- Endorsed the CEO’s Executive Committee, senior leadership and OpCo managing director appointments
- Oversaw the robustness of succession planning to strengthen gender balance, talent development and leadership bench strength
- Monitored the Group’s culture and promoted a culture of ownership, entrepreneurship and strong governance
- Monitored the induction programme for our new non‑executive directors, including briefings on strategy, performance, budgeting, people, diversity challenges and medium‑term plans
Our priorities
Remuneration and incentives
Actions taken during the year
- Reviewed the remuneration policy to ensure it remains competitive, aligned to strategy and performance, and flexible enough to respond to evolving business priorities and market conditions
- Conducted a deep‑dive review on the use of non‑financial performance measures and concluded that they remained appropriate and suitably challenging and were driving change
- Monitored and noted progress against gender balance targets at Executive Committee, country MD and senior management levels
Our priorities
Stakeholder and employee engagement
Actions taken during the year
- Sought to improve the Board’s direct engagement with employees and other key stakeholders to strengthen understanding of culture, engagement and organisational effectiveness
Our priorities
Culture, engagement and employee oversight
Actions taken during the year
- Endorsed the Group’s talent, culture and employee engagement initiatives and received regular updates from the CEO and chief HR officer on talent development programmes, including mobility, job rotation and leadership development initiatives
- Received updates on key leadership vacancies and actions to improve gender balance at senior management levels
- Discussed ways of working and the development of a shared One Airtel culture, including how the Board sets the tone from the top and monitors outcomes relating to controls, compliance and accountability
- Launched our all‑employee share plan which brought our One Airtel culture to life, embedding a sense of shared ownership, inclusion and collective accountability for the Group’s long‑term success
Our priorities
Direct engagement and assurance
Actions taken during the year
- Held regular virtual Employees Connect sessions hosted by independent non‑executive directors to strengthen the Board’s direct engagement with employees and provide insights ahead of Board meetings
Internal control and risk management
The Board continuously monitors external and internal environments to identify risks that could affect operations, financial performance, or objectives. Over the year, we streamlined our principal risks by removing cost structure and internal controls risks following sustained improvements, while introducing new principal risks covering supply chain disruptions and financial services platform resilience. AI has been identified as an emerging risk for the Group.
Our priorities
Risk management, internal controls, regulatory compliance and technology oversight
Actions taken during the year
- Through the Audit and Risk Committee, reviewed the effectiveness of the Group’s internal control framework and control environment, including data, privacy, compliance, IT and cybersecurity risks
- Continued to oversee the strengthening of the Group’s risk management and internal control framework and progressed its preparations for compliance with Provision 29 of the UK Corporate Governance Code
- Through the Audit and Risk Committee, defined the scope of material controls across financial, operational, reporting and compliance processes, agreeing a clear, risk‑based assurance approach, and enhancing management attestation and reporting
- Designed a Group-wide risk management framework across all 14 OpCos, giving senior management and the Board clear oversight of principal risks and supporting bottom‑up risk identification and management
- Considered and approved the Group’s risk appetite, including principal and emerging risks, and approved related risk appetite statements
- Removed cost structure and internal controls risks from our principal risks and introduced new principal risks covering supply chain disruptions and financial services platform resilience, and added AI as an emerging risk
- Reviewed key cybersecurity initiatives and received regular data security and cybersecurity updates through the Audit and Risk Committee chair’s update and the CEO’s monthly and quarterly reports
Our priorities
Compliance, assurance and organisational culture
Actions taken during the year
- Oversaw the annual rollout of mandatory compliance training across the Group and monitored online learning programmes designed to build capability and awareness of key policies, including anti‑bribery and anti‑corruption, anti‑fraud, information security and the Code of Conduct
- Agreed the Modern Slavery Act Statement, reinforcing the Group’s commitment to ethical conduct and regulatory compliance
- Continued to invite OpCo MDs and FDs to present to the Audit and Risk Committee, enabling the Board to assess local culture, compliance, risk management and control environments across the Group
Governance
The Board adopts high standards of governance and regulatory compliance, focusing on making business decisions with an entrepreneurial mindset and effectively using all available resources.
Our priorities
Governance effectiveness and regulatory oversight
Actions taken during the year
- Oversaw the development of a governance framework designed to be as frictionless as possible, enabling effective Board oversight and constructive challenge while promoting a culture of collaboration, mutual respect and efficiency
- Monitored compliance with evolving regulatory requirements at both Group and OpCo level, ensuring appropriate governance structures, policies and controls are in place to support compliance across jurisdictions
Our priorities
Regulatory and stakeholder engagement
Actions taken during the year
- Enhanced support for the Regulatory Committee by adopting an Influencing Strategies document to strengthen information‑sharing and engagement with policymakers and regulators
Our priorities
Corporate governance, risk and regulatory oversight
Actions taken during the year
- Reviewed compliance with the 2024 UK Corporate Governance Code, including progress against Provision 29, and compliance with Nigeria SEC internal control requirements and FRC Listing Rules, and approved key shareholder and disclosure matters
- Oversaw strategy, risk, controls and stakeholder engagement through regular committee reporting, focused Board sessions and engagement with management and advisers
- This is consistent with Principles A (Board leadership and purpose), C (risk management and internal control) and O (audit, risk and internal control)
Our priorities
Board and committee effectiveness
Actions taken during the year
- Received regular updates from committee chairs on the work of each Board committee, the Regulatory and Finance Committees, and discussed and endorsed (where appropriate) committee activities at each Board meeting
- Held additional single‑topic Board meetings to review the full‑year financial statements and Annual Report approval process, and to approve the Sustainability Report – ensuring disclosures were fair, balanced and understandable before being formally approved
Our priorities
Oversight of management, performance and disclosures
Actions taken during the year
- Invited regional directors and functional Executive Committee members to present business updates to the Board on a rotational basis, strengthening Board oversight and challenge
- Reviewed related‑party transactions during the year, confirmed that these were conducted at arm’s length, and agreed appropriate disclosures
Our priorities
Shareholder and stakeholder engagement
Actions taken during the year
- Considered and approved the notice of Annual General Meeting and arrangements for the 2026 AGM
- Monitored stakeholder feedback and actively promoted wider engagement
- Received a joint presentation from the Group’s corporate brokers and discussed share price performance, investor profile, ESG positioning, dividend yield and capital return considerations
A closer look at…
Our November 2025 Board strategy session
Strategic Plan: Step Up Plan
Attendees
Attendees included our:
- Board
- Group Executive Committee
- Group strategy team
- Finance team
Executive summary
The Board spent two days with management formulating the Group’s strategic vision before endorsing and adopting its ambitious Step Up plan. This plan reframes our Group strategy around six pillars: customer and network excellence; go-to-market strength; home broadband growth; enterprise growth; portfolio and financial resilience; and purpose, sustainability, and people. It confirms our commitment to customer-centric growth, accelerated investment, and disciplined capital allocation to create long-term shareholder value while progressing connectivity and financial inclusion across our 14 sub-Saharan African markets.
Governance and context
The plan was considered with input from the Board, Group Executive Committee, Group strategy team and Finance team, and was informed by performance, risk and capital allocation updates reported to shareholders in 2025/26.
The external context remains mixed: sub-Saharan Africa offers attractive demographics with young, fast-growing populations, low smartphone and banking penetration, and substantial headroom for digital and financial inclusion, while macroeconomic, FX, inflationary and geopolitical pressures create volatility and execution risk. We continue to use strategic partnerships including infrastructure sharing with Vodacom in Tanzania and the DRC, bandwidth access in Mozambique, sharing with MTN in Uganda and Nigeria, and our Starlink Direct-to-Cell collaboration to extend coverage where terrestrial networks aren’t viable.
Progress to date
Since Sunil Taldar became CEO, the strategic plan has been refined to intensify investment in best-in-class connectivity, accelerate financial inclusion through Airtel Money, deepen digitisation and AI across the customer journey, and drive closer mobile services – Airtel Money integration – all while maintaining capital discipline. Execution to date includes accelerated network rollout, fibre expansion, customer base growth, margin expansion and continued preparation for the Airtel Money listing in 2026.
Next steps by management
- Finalise market-level execution plans under each pillar, including capex phasing, coverage and fibre targets, home broadband rollouts, enterprise pipeline milestones and Airtel Money pre-IPO workplan
- Commission an AI roadmap to define priority AI-driven initiatives, governance and measurable outcomes
- Enhance investor communications to show scale, unit economics, capital discipline, and partnership ahead of the Airtel Money listing
Confirming strategic options
Our renamed Step-Up strategic plan aims to create value for our shareholders by aligning with our purpose and guiding us to:
- Use the Step-Up strategy as a framework for long-term value creation, aligned to the Group’s purpose
- Drive a customer-led growth model through continued network investment, digitisation and strategic partnerships
- Accelerate customer growth and usage by expanding data adoption, increasing smartphone penetration and driving higher data consumption
- Set and communicate clear growth targets for Airtel Money customers and ecosystem expansion
- Deliver strong constant-currency revenue growth across mobile services, data and mobile money
- Accelerate investment in network expansion, including new site rollout and fibre deployment
- Strengthen leverage and balance-sheet resilience through EBITDA growth and disciplined capital allocation
- Maintain focus on connectivity, financial inclusion and customer experience as core value drivers
- Progress the Airtel Money listing in 2026
Outcomes and next steps
Upcoming Board work will include:
- Embedding digitisation, cost discipline and sustainability as core enablers of strategy execution
- Ensuring each business line (Voice, Data, Airtel Money and Enterprise) is positioned for sustained growth with clear accountabilities for execution
- Approving OpCo-level strategic priorities and defining optimal growth pathways across markets
- Continuously reassessing capital allocation to maintain resilience and value creation amid macroeconomic volatility
Board attendance
Our directors make every effort to attend all Board and committee meetings. All scheduled meetings were fully attended during the reporting period.
If a director is unable to attend a meeting, they receive the papers in advance and give their comments to the chair to communicate at the meeting. The chair follows up with them after the meeting about decisions taken.
Directors’ other significant commitments are disclosed to the Board during their appointment, and they must notify the Board of any subsequent changes. We have reviewed the availability of the chair and the non-executive directors to perform their duties and consider that each of them can and does devote the necessary amount of time to Airtel Africa.
Scheduled Board meetings | Audit and Risk Committee | Remuneration Committee | Nominations Committee | |
|---|---|---|---|---|
1 Appointed to the Board on 9 July 2025. 2 Stepped down from the Board on 9 July 2025. 3 Stepped down from the Board on 29 January 2026. 4 Appointed to the Board on 1 April 2025. 5 Stepped down from the Board on 9 July 2025. | ||||
Sunil Bharti Mittal Chair | 6/6 | 4/4 | ||
Sunil Taldar CEO | 6/6 | |||
Kamal Dua1 CFO | 6/6 | |||
Jaideep Paul2 CFO | 2/2 | |||
Andrew Green3 Independent non-executive director | 6/6 | 11/11 | 3/3 | |
Tsega Gebreyes Independent non-executive director | 6/6 | 6/6 | 4/4 | |
Paul Arkwright Independent non-executive director | 6/6 | 6/6 | ||
Awuneba Ajumogobia Independent non-executive director | 6/6 | 12/12 | 6/6 | |
Cynthia Gordon4 Independent non-executive director | 6/6 | 6/6 | 1/1 | |
Shravin Bharti Mittal Non-executive Director | 6/6 | |||
Annika Poutiainen Non-executive director | 6/6 | 12/12 | ||
Ravi Rajagopal Independent non-executive director | 6/6 | 12/12 | 4/4 | |
Gopal Vittal Non-executive director | 6/6 | |||
Akhil Gupta5 Non-executive director | 2/2 | |||
Board performance
The Board formally reviews its performance and that of its committees every year between January and March. We see Board evaluations as more than simply UK Corporate Governance Code compliance and as a means of improving Board conversations, decision-making and performance.
During the year, the Board’s annual performance evaluation was externally facilitated by Board Intelligence. The review considered the effectiveness of the Board and its committees, the quality of information provided to support decision-making, and the Board’s focus on strategic priorities and long-term value creation. The evaluation confirmed that the Board is operating effectively and identified a number of actions to further enhance the depth and quality of strategic discussion, which are being taken forward.
The Board sought a new approach this year to the evaluation for insights into the Board’s focus on strategic priorities and the quality of information and board papers – particularly how these support its decision-making and impact. In light of the maturity of our governance processes and the increasing application of technological tools in business, the Board was hoping the evaluation would highlight possible further improvements.
After an extensive ‘request for proposal’ process the Board chose Board Intelligence to conduct its 2026 performance review. Board Intelligence has no other connection to our business or any individual director.
Evaluation approach and scope
The evaluation was conducted through a tailored online questionnaire, developed with Board Intelligence in collaboration with the company secretary to reflect Airtel Africa’s strategy, activities and operating context. The Board, its committees, all directors and the company secretary took part, with the Audit and Risk Committee also informed by the external auditor’s lead partner, Ryan Duffy.
Strategic clarity and context
The evaluation focused first on the clarity of Airtel Africa’s evolved strategy, performance measures and strategic pillars, including how these are communicated internally and externally and how progress is monitored. It also assessed the Board’s understanding of the markets and competitive environment in which the Group operates, including opportunities and threats arising from technological developments.
Delivery capability: people, structure and management
The review considered the Board’s oversight of people, succession and talent management, the effectiveness of senior leadership structures, and the organisation’s capacity to deliver the strategy. It also examined the quality of the Board’s relationship with management and the extent to which the Board provides effective leadership, support and constructive challenge.
Stakeholders, culture and accountability
The evaluation assessed the Board’s engagement with key stakeholders, including employees, and the effectiveness of its oversight of culture, behaviours, mission, ethics and accountability across the Group.
Risk, controls and resilience
The review examined the effectiveness of risk management, crisis preparedness, internal control and financial monitoring frameworks, and the Board’s oversight of these systems.
Board effectiveness and governance arrangements
The evaluation considered boardroom dynamics, including the extent to which discussions encourage candid debate and critical thinking, as well as the appropriateness of the Board’s size, composition, skills, experience and diversity, and the structure and effectiveness of its committees. It also covered Board processes, information quality, meeting effectiveness and administrative support.
Format and discussion of results
Each section included open-ended questions, including on overall effectiveness. Based on anonymised survey responses, key focus areas and recommendations were identified for the Board and its committees. The results were discussed in detail by the Board and each committee, facilitated by the respective chair and the company secretary.
This year’s results
The chair and company secretary presented the preliminary reports to the Board in March 2026 for discussion and review.
In monitoring progress against the previous year’s actions, the evaluation determined that Sunil Taldar’s succession to the Group CEO role had been successfully completed.
The Board was overwhelming described as open, constructive and engaged with transparency and respectful challenge. A secondary theme was positive momentum with recognition that meeting quality had improved and conversations had become more strategic.
There is a positive view that the planned reduction in Board size will improve agility and enable faster more robust decision-making. There is a strong sense that the Board understands its role and operates with clear alignment to the Group’s strategic objectives.
The balance between governance, content and forward-looking discussion is seen as good though there is an appetite to tilt further towards strategic items.
The Board’s ability to respond nimbly to sudden changes in the operating environment is recognised as a genuine strength.
The Board concluded that:
- The chair effectively leads and organises the work of the Board
- Members feel comfortable sharing opinions, even if these are different to those of others
- There is an appropriate committee structure and clear delegation of authorities
- The Board performs its duties with integrity, due diligence and care in the best interests of Airtel Africa and its stakeholders
- The Board and its principal committees agreed actions for the coming year
Key recommendations
Board
- Undertake prompt and appropriate measures to ensure the Board is able to effectively oversee the strategic opportunities and risks arising from AI
- Sign-posting key issues in advance to enhance preparation for key decisions
- Focus more on commercial innovation to enhance Board-level discussion
Audit and Risk Committee
- Periodically step back from the annual reporting cycle to take a more holistic view of the Group’s assurance landscape, ensuring activity remains focused on the most significant principal and emerging risks
- Strengthen oversight of fast-developing risk areas, including the governance and risk implications of AI and cybersecurity, by incorporating more structured consideration of these topics into the committee’s forward agenda
- Refresh non-executive membership as part of ongoing succession planning, maintaining an appropriate balance of industry, technical and financial expertise as directors retire
Remuneration Committee
- Maintain focus on sharpening the committee’s narrative on how remuneration outcomes align with performance, culture and long-term value creation
Nominations Committee
- Maintain a strong focus on talent, including developing African executives, and securing Board appointments with the skills needed for a fast-evolving business and technology environment
Progress against last year’s recommendations
Last year’s evaluation was described in the 2025 Annual Report on page 107. As a result of that evaluation, the Board and its committees identified several key actions for 2025/26.
Board
Recommendation
More detailed oversight, review and understanding of emerging and principal risks, including cyber and technology risks
Progress
Carried out a robust assessment of Airtel Africa’s principal and emerging risks to comply with Provision 29 of the Corporate Governance Code, and considered compliance with Nigeria SEC internal control requirements, including Board attestation
See more in the Managing our risk section
Recommendation
A better understanding of the potential impact of less tangible risks, such as geopolitical and culture risks
Progress
Designed a Group-wide management framework across all 14 OpCos, giving senior management and the Board clear oversight of principal risks and supporting bottom-up risk identification
See more in the Managing our risk section
Audit and Risk Committee
Recommendation
A continued focus on internal control and systematic solutions to control issues – including preparation for Provision 29
Progress
Reviewed changes introduced by the 2024 UK Corporate Governance Code, including Provision 29 on the Board’s responsibility to monitor and review the effectiveness of the risk management and internal controls framework, and considered compliance with Nigeria SEC internal control requirements, including Board attestation
See more in the Audit and Risk report
Remuneration Committee
Recommendation
An examination of senior management remuneration in 2026
Progress
This exercise is ongoing
See more in our Directors’ remuneration report
Nominations Committee
Recommendation
A continued focus on Board and executive succession planning to improve gender balance at all senior leadership levels
Progress
Progress made against our gender balance targets at ExCo, country manager 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
See more in our Nominations committee report
Conclusions
This year’s evaluation concluded that the Board has the appropriate balance of skills, experience, independence and knowledge to operate effectively, with respondents unanimously confirming strong performance over the year. The chair confirmed that all directors continue to perform effectively, devote sufficient time to their roles and make valuable contributions, supporting the proposed elections and re-elections set out in the notice of AGM. Committee-level evaluation outcomes were reviewed and actions agreed where appropriate. Actions arising from the evaluation have been agreed by the Board and committees, and progress will be monitored on an ongoing basis.
Re-election of directors
In line with the Code, with the exception of Sunil Bharti Mittal and Annika Poutiainen, all directors will be putting themselves forward for re-election at our AGM on 9 July 2026. Following the formal performance evaluation described here and taking into account each director’s skills and experience set out in Our Board of directors section, the Board believes that the re-election of all directors is in the best interests of Airtel Africa.