Corporate governance
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Advises the Board on proposed full year, half year and quarterly reporting and connected announcements
Reviews our annual and half year financial statements and accounting policies, internal and external audits and controls
Recommends the dividend policy to the Board
Assesses the effectiveness of our financial reporting procedures
Oversees our relationship with the external auditor - advising on their appointment, effectiveness, reviewing and monitoring the scope of the annual audit and the extent of non-audit work
Reviews the effectiveness of our internal audit, internal controls and fraud systems
Reviews our whistleblowing arrangements, where employees and contractors can raise concerns in confidence
Reviews our controls for preventing bribery, our code of corporate conduct/ business ethics and our policies for ensuring full compliance with regulatory and legal requirements
Through the committee chair, engages with shareholder interests relevant to committee responsibilities
Advises the Board on whether the annual financial statements are fair, balanced and understandable
Reviews the balance, diversity, independence and effectiveness of the Board
Oversees the selecting, interviewing and appointing of new Board members
Reviews succession and contingency planning for the Board and senior leadership, including training, development and talent management
Makes recommendations to the Board about the continued service of directors, including suspensions and terminations of service
Makes sure directors disclose the nature and extent of any actual or potential conflicts of interest, monitors and assesses these disclosures and makes recommendations to the Board as appropriate
Oversees, with the chair of the Board, an annual evaluation of Board, committee and director performance - in particular, determines with the chair whether this evaluation should be externally facilitated and, if so, the nature and extent of the external evaluator’s contact with the Board, committees and individual directors
Oversees policy and objectives on Board, senior management and employee diversity and inclusion, considering our strategy, objectives and culture, and monitors the implementation of policies and progress towards objectives
Through the committee chair, engages with shareholders on subjects relevant to committee responsibilities
Advises the Board on remuneration for Board members, executive directors, the company secretary, the Executive Committee and other senior employees
Makes sure that remuneration arrangements identify and mitigate reputational and other risks from excessive rewards and inappropriate behaviour linked to target-based incentive plans
Ensures that targets are appropriate, geared to delivering our strategy and enhancing shareholder value
Makes sure that rewards for achieving or exceeding agreed targets are not excessive
Promotes the increasing alignment of executive, employee and shareholder interests through appropriate share plan participation and executive shareholding guidelines
Reviews employee remuneration and policies and the alignment of incentives with culture, particularly when setting the executive directors’ remuneration policy through the committee chair, engages with shareholders on remuneration-related matters
Oversees our disclosure of information to meet our obligations under the Market Abuse Regulation (MAR) by determining whether information is insider information, or when and how it needs to be disclosed
Monitors compliance with our MAR disclosure, controls and procedures, as well as the release of information under the Information Flow Protocols and Services Agreement with Bharti Airtel
Meets as necessary depending on market information that requires disclosure
Approves sustainability strategy, as amended from time to time, including related targets and KPI’s to measure the company’s performance and the internal and external recognition of its strategy
Provides advice and direction to the management on the implementation of the sustainability strategy, the opportunities and risks to Airtel Africa’s operations and reputation and its corporate responsibility
Provides oversight of the execution of the sustainability strategy, progress and performance on the long-term sustainability commitments and targets Provides oversight of the key policies and programmes required to implement the sustainability strategy
Responsible for the oversight of, and review of, relevant internal reporting on the sustainability strategy, including receiving reports from the designated non-executive directors for workforce engagement
Responsible for the oversight of diversity and inclusion (“D&I”) matters, people and community engagement and monitoring of corporate culture in support of the Group’s purpose and values, reporting to the Board on such matters, as appropriate.