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Airtel Africa plc
Annual Report and
Accounts 2022
Transforming
lives
Strategic report
1 Airtel Africa overview
Legal and regulatory framework
Stakeholder engagement
12 Chair’s statement
14 Chief executive officer’s review
16 Our investment proposition
17 Our key performance indicators
20 Our market environment
23
24 Our business model
26
31 Our strategy
43 Our sustainability strategy
59 Corporate social responsibility
Business reviews
62
62
– Nigeria
– East Africa
64
– Francophone Africa
66
– Mobile services
68
70
– Airtel Money
72 Airtel Business
73 Digital Labs
74 CFO’s introduction to the
financial review
Financial review
76
80 Managing our risk
Principal risks and mitigation
83
87 Our long-term viability statement
Governance report
90 Our Board of directors
94 Our Executive Committee
96 Chair’s introduction
98 Our leadership
103 Board evaluation
104 Audit and Risk Committee report
114 Nominations Committee report
119 Our compliance with the UK Corporate
Governance Code
123 Directors’ report
127 Directors’ responsibilities statement
128 Directors’ remuneration report
Financial statements
152
Independent auditors’ report
162 Consolidated statement of comprehensive income
163 Consolidated statement of financial position
164 Consolidated statement of changes in equity
165 Consolidated statement of cash flows
168 Notes to consolidated financial statements
225 Company statement of financial position
226 Company statements of changes in equity
227 Notes to company only financial statements
Other information
235 Forward-looking statements
236 Glossary
240 General shareholders’ information
Airtel Africa is
transforming lives
across Africa.
Connecting the unconnected.
Including the financially excluded.
Bridging the digital divide.
By providing critical services to
customers and societies across our
continent, Airtel Africa is unlocking
the potential for people, businesses
and economies to grow.
128.4m
14
total customers
sub-Saharan countries
46.7m
data customers
26.2m
Airtel Money customers
Airtel Africa plc Annual Report and Accounts 2022
1
Strategic report
‘The power of data’
Watch Violet’s story in full
on our corporate website
at www.airtel.africa
2
Airtel Africa plc Annual Report and Accounts 2022
Meeting Africa’s urgent need for connection
Nikimpa ekitiisa muno okurora
engonye zange nizijwarwa
abakyara abantakaroraga –
ago nigo amanyi ga data.
It makes me proud to see my
designs being worn by women
I’ve never met – and that’s the
power of data.
Violet Kabaramizo is using Airtel
Africa’s 4G network and Airtel Money
to run her online clothes business
from her village in Western Uganda,
sending designs directly to Kampala.
Unlocking potential through
our network
Africa is a dynamic continent full of
possibility, with a young population
that’s growing fast. Millions of people
have business dreams that could
transform their lives – if only they
could make them happen. But while
mobile telecoms penetration is rapidly
expanding, at 1.8% CAGR growth
(2021-2025)*, it is still far lower than in
much of the world. Too many people
still lack quality access to mobile,
digital and banking services – and
that’s holding back individuals,
businesses, and whole economies.
We’re bringing mobile banking, data
and telecoms to communities across
sub-Saharan Africa – and helping
to unlock the potential of people
and societies.
* Source: Global GSMA report (2022)
598 million
population across the Group’s
footprint
47%
unique mobile user penetration
For information about our ‘Win with network’ strategy, see pages 32-33
For information about our ‘Win with data’ strategy, see pages 36-37
Airtel Africa plc Annual Report and Accounts 2022
3
Including the excluded – and creating possibility
Je suis heureux qu’il y
ait un kiosque Airtel dédié
près de chez moi –
cela me facilite la vie.
I am happy there is a
dedicated Airtel kiosk close
to my home – it makes
my life much easier.
Thanks to our network expansion
programme, Jean-Francis Muya can
access our mobile services in the
marketplace within a short walk from
his house in Bandalungwa, Kinshasa.
Getting closer to our customers,
wherever they are
Everything changes for people in
remote areas when our network
reaches their community. In markets
like the Democratic Republic of the
Congo, people can be hundreds of
miles from the nearest bank, and cut
off from banking services as well as
many friends and family members.
We’ve reached an estimated
41.5 million people through our
network expansion programme
to-date, making it possible for them
to use Airtel Money, data and mobile
services to connect with loved ones
and the wider economy. We’re now
serving 10.7 million customers overall
in the DRC – including 4.6 million in
remote or rural locations where
infrastructure is limited or non-
existent.
41.5 million
people reached through our network
expansion programme
For more information on our ‘Win with distribution’ strategy, see pages 34-35
4
Airtel Africa plc Annual Report and Accounts 2022
Strategic reportAirtel Africa plc Annual Report and Accounts 2022
5
Strategic report
6
Airtel Africa plc Annual Report and Accounts 2022
Strategic reportThe more we serve, the more we grow
Ndabuka cila bushiku
ukuwamya imikalile yandi
mukubombesha, nemikalile
ya bantu bambi.
I wake up every day, not just
to make my life better by
working hard, but to enhance
other people’s lives as well.
Olivia Chichenga is founder and
director of Glonet Connections
Limited, based in Lusaka, Zambia.
She’s now running three Airtel Money
branches, employing 12 people and
supporting 350 agents while helping
us reach more customers through our
unique distribution network.
strengthening our balance sheet and
reducing our debt. It means we can
keep bridging the digital divide for
millions of people – and ensures we
can play our part in building a
brighter future.
78.3%
population coverage at the Group level
41.7%
of our sites are in the rural areas
Reaching the financially excluded
and bridging the digital divide
We’re passionate about providing more
services, to more customers – because
their success drives ours. Our ‘Win with’
strategy is built around delivering
critical services that create social
value for all the communities in our
14 markets – and the more we grow
our distribution network, the more
people we can reach. This year, we’ve
reached more than 69,000 exclusive
retail touchpoints, including minishops,
kiosks and Airtel Money branches.
We’ve also delivered underlying
revenue growth of 21.3% and profit
after tax growth of 82.0%, while
For information on our ‘Win with mobile money’ strategy, see pages 38-39
Airtel Africa plc Annual Report and Accounts 2022
7
Building a sustainable future in Africa
Ilmi shine mabudin dukkan
alkhairi ga matasan
Africa da alummomin
su baki daya.
Education is the key to
unlocking opportunity for
young people and their
communities across Africa.
Already, we’ve reached thousands
of students like Aishatu at the
Government Day Nursery and Primary
School Pantami, in Gombe State,
Nigeria, with our ‘Adopt a school’
programme – and now, like us, she is
part of Africa’s sustainable future.
Delivering on our purpose of
transforming lives
Africa is full of opportunity – but
it also faces challenges, and we’ve
always been determined to play
our part in addressing them. Our
sustainability strategy is at the heart
of everything we do, shaping how
we reduce our environmental impact,
drive equitable digital and financial
inclusion, create rewarding jobs, and
help build the vital education services
that are critical for lifting millions of
families out of poverty.
1 million+
children to access quality education
through our programmes by 2027
$57m
financial and in-kind contribution to
UNICEF over the fve years to
accelerate digital learning
For more information on our sustainability strategy, see pages 43-58
8
Airtel Africa plc Annual Report and Accounts 2022
Strategic reportAirtel Africa plc Annual Report and Accounts 2022
9
At a glance
We operate in 14 dynamic, underpenetrated
markets where strong demand drives our continued
profitable growth.
Nigeria
Niger
Pop: 25m
Chad
Pop: 17m
East Africa
Francophone
Africa
Nigeria
Pop: 211m
Gabon
Pop: 2m
Republic
of the Congo
Pop: 6m
Uganda
Pop: 47m
Rwanda
Pop: 13m
Kenya
Pop: 55m
Democratic
Republic of
the Congo
Pop: 92m
Tanzania
Pop: 61m
The Seychelles
Pop: 0.1m
Zambia
Pop: 19m
Malawi
Pop: 20m
Madagascar
Pop: 28m
An underpenetrated telecoms market,
a young population and rising smartphone
affordability, along with low data
penetration, give us growth opportunities
in both voice and data. The telecoms
market in sub-Saharan Africa is projected
to grow by 4.9% CAGR over the next five
years. At the same time, low penetration
of traditional banking services provides us
with the opportunity to meet the needs of
unbanked customers through our dedicated
mobile money platform, Airtel Money.
Source for population figures: World Bank data 2021 estimate
CAGR source: GSMA sub-Saharan report 2021
Underlying revenue
$4,714m
Reported currency +21.3%
Constant currency +23.3%
Underlying EBITDA
$2,311m
Reported currency +29.0%
Constant currency +31.2%
Operating profit
$1,535m
Reported currency +37.2%
Constant currency +39.4%
Capex
$656m
% change +6.9%
Basic earnings per share
16.8 cents
% change +86.5%
Underlying revenue contribution by region
Year to
March 2022
$m
1,878
1,717
Year to
March 2021
$m
1,552
1,381
Growth in
constant
currency
%
27.7
22.7
1,131
4,714
964
3,888
17.2
23.3
Nigeria
East Africa
Francophone
Africa
Total*
$1,878m
Total
$4,714m
$1,131m
$1,717m
14
markets in our
diversified portfolio
1st or 2nd
largest operator by customer
market share in 13 markets
2.7%
projected compound annual
population growth in our region
by 2026
23.3%
revenue growth in constant
currency for Airtel Africa in FY’22,
20.6% in reported currency
* Breakdown of underlying revenue as stated in above table will not add up to total revenue, since it also includes inter-segment elimination of $12m (2021: $10m).
The difference between reported and underlying revenue in March 2021 relates to one-time exceptional revenue of $20m relating to a settlement in Niger.
There is no difference in March 2022
All financial numbers are in reported currency
10
Airtel Africa plc Annual Report and Accounts 2022
Strategic reportOur voice, data and mobile money services
are reaching more people than ever, and
transforming customers’ lives.
By extending our distribution network
in both rural and semi-urban areas
and providing resilient, far-reaching
coverage, we’ve enabled millions of
people to access telecoms and
banking services. By leading the way
in the rollout of 4G networks and
enabling people to progress from
2G to 3G to 4G, we’ve helped drive
digitisation. Our expanding footprint
of retailers, agents and exclusive
franchises, supplemented by our
unique operations, have helped
deliver services across our markets.
And we’re helping build a new
financial ecosystem that’s full of
opportunity. Our focus on increasing
the number of mobile money
use cases through international
partnerships and product innovation
have helped drive the take up of our
mobile money services, boosting
financial inclusion.
Voice
We offer pre- and post-paid
wireless voice services,
international roaming and
fixed-line telephony services.
128.4m
total customers
Data
We offer a suite of data
communications services,
including 2G, 3G and 4G.
We provide 4G services in all
14 of our markets.
46.7mdata customers
Airtel Money
We offer mobile money services,
including digital wallet payments
systems, microloans, savings
and international money
transfers.
26.2mAirtel Money customers
Underlying revenue contribution by service
Year to
March 2022
$m
2,358
1,525
553
407
4,714
Year to
March 2021
$m
2,083
1,157
401
347
3,888
Growth in
constant
currency
%
15.4%
34.6%
34.9%
19.9%
23.3%
Voice
Data
Airtel Money
Other^
Total*
$407m
$553m
28,797
infrastructure sites
>2.2m
retail touchpoints
(agents and distributors)
in our network
64.5k+
kilometers of
connecting fibre
87.6%
sites providing 4G coverage
4G
services available
in all 14 markets
Total
$4,714m
$2,358m
We’re driving Airtel Money growth and financial
inclusion through strategic partnerships.
$1,525m
* Breakdown of revenue as stated in above table will not add up to total revenue, since it also includes intra-segment revenues of $129m (2021: $100m).
The difference between reported and underlying revenue in March 2021 relates to one-time exceptional revenue of $20m relating to a settlement in Niger.
There is no difference in March 2022
^ Other revenue includes messaging, value added services, tower sharing and enterprise
Airtel Africa plc Annual Report and Accounts 2022
11
Strategic reportChair’s statement
The launch of our sustainability strategy
this year is another important step forward
for our business, which has shown once
again that by consistently focusing on
providing essential, inclusive services for
our customers, we transform lives and
communities while delivering sustainable,
profitable growth.
Sunil Bharti Mittal
Chair
Providing
essential services,
and delivering on
our purpose of
transforming lives
12
Airtel Africa plc Annual Report and Accounts 2022
Strategic reportWe have always aimed to create a model for
providing affordable telecoms services that is
sustainable as well as profitable – because for us,
sustainability and profitability are inextricably linked.
The markets we operate in are often underserved by telecoms
services, and they all have powerful underlying macroeconomic and
demographic trends that drive demand – which is reflected in this
year’s further growth in our customer base to 128.4 million, and in our
revenues to $4,714m. We know that meeting that demand goes hand
in hand with addressing the challenges faced by the millions of people
who still lack access to data services, to effective communications
infrastructure, and to financial services. That is why, as well as investing
in networks and distribution channels to bring us closer to customers,
and enabling financial inclusion through our mobile money services,
the business has always delivered programmes in areas such as
education, health and disaster relief that address local needs and
benefit our communities.
This year we took a further important step, with the launch in October
2021 of our ambitious sustainability strategy, which underpins our
well‑established corporate purpose of transforming lives. The strategy
demonstrates our commitment to developing the infrastructure and
services that will drive digital and financial inclusion for people across
Africa, and provides a framework for us to contribute to six of the
United Nations’ Sustainable Development Goals (UN SDGs). The Board
was closely involved in overseeing the development of the strategy,
which builds on the strong foundations of the work we are already
doing at a Group level and across all our local operations. It covers
every aspect of our business activities, and has environmental, social
and governance criteria at its core.
Going further than ever
to support education
Our initial progress against our sustainability strategy is described
on pages 43-58, and we will provide our stakeholders with regular
updates in the future. I would like to mention two aspects of the
strategy here: our commitment to net zero carbon, and our ongoing
dedication to supporting education in Africa.
Our ambition is to achieve net zero greenhouse gas (GHG) emissions
ahead of the 2050 deadline set out in the Paris Agreement, and we’ve
committed to launching a sector-leading decarbonisation pathway
in 2022, ahead of the publication of our first Sustainability Report.
This is an exciting development, and further details are on page 54.
Education has long been a priority for me and for everyone at Airtel
Africa, so I am particularly pleased to highlight our education goal of
transforming the lives of over one million children through improving
access to education, including the provision of education content
through our five‑year partnership with UNICEF, announced in
November 2021.
Maintaining resilient services to support
customers through the Covid-19 pandemic
The Covid-19 pandemic has seen many of our customers and their
communities facing continued disruption and difficulty over the last
year. The situation has varied widely across our region and we, like
our customers, have had to adapt to changing circumstances, while
continuing to look out for our neighbours. There are signs of recovery
in many markets, which we welcome, while maintaining our readiness
to respond if needed.
Throughout the crisis, it has been very clear that data and telecoms
services have been essential to people and economies, and everyone
at Airtel Africa should be proud of the work we have done to maintain
our services and keep serving our customers. The Board is confident
that the business has had the right measures in place to protect our
colleagues and customers, and we have also supported programmes
to address social and health needs in our markets, some of which are
described on pages 59-61. Our biggest contribution – which will
continue throughout the recovery – is to ensure our operations remain
resilient, so they can keep supporting vital services and include more
and more people in financial eco‑systems and the telecoms and
digital economies.
A consistent strategy that creates value
for all stakeholders
This year has seen several changes for the Airtel Africa Board.
We welcomed Segun Ogunsanya as our managing director and chief
executive officer following Raghu Mandava’s retirement, and Segun
was appointed to the Board in October 2021, when we were also
joined by a new independent non‑executive director, Ms Tsega
Gebreyes. Jaideep Paul, our chief financial officer, joined the Board
with effect from 1 June 2021. They have all shown themselves
to be valuable additions.
While we continue to evolve as a business, our underlying strategy
remains unchanged in its fundamentals. We maintain a continuous
focus on serving customers’ needs so we can deliver sustainable,
profitable growth, while mitigating our risks through our risk
management framework, which is described on page 80-86. Our
performance this year is reflected in underlying EBITDA growth of
29.0%, with underlying EBITDA margin of 49.0%, an improvement of
294 basis points in reported currency, and profit after tax increased
by 82.0% which supports our ability to deliver on our sustainability
ambitions and create value for all our stakeholders.
At the same time, we have a longstanding focus on strengthening our
balance sheet. Our leverage (net debt to underlying EBITDA) improved
to 1.3x (2.0x as of 31 March 2021).
We’re strengthening the business in other ways, too. Last year
I described the important steps we have taken in our pursuit of asset
monetisation opportunities, including the potential listing of our
mobile money business within four years from first closing. This work
has continued. We have now received a total of $550m cumulative
proceeds from minority stake sales in Airtel Money from four investors.
We have also received first closing on tower sales in Tanzania, Malawi
and Madagascar. These transactions are described in more detail in
the financial review on pages 76‑79.
In October 2021, the Board approved an upgrade to our progressive
dividend policy to reflect our continued strong business performance
and the significant progress made in reducing the leverage ratio. The
new policy aims to grow the dividend annually by a mid- to high-single-
digit percentage from a new base of 5 cents per share for FY’22, with
a continued focus on further strengthening the balance sheet. The
Board has recommended a final dividend of 3 cents on 10 May 2022,
making a total dividend of 5 for the year.
Strong performance made possible
by committed people
None of the transformations we have achieved over recent years
would have been possible without the hard work and commitment of
our employees and the support of all our stakeholders. In particular,
Airtel Africa people have overcome very significant challenges during
the pandemic while maintaining our services and providing passionate
support to our customers and communities. I would like to thank them
all for their continuing dedication to transforming lives.
Sunil Bharti Mittal
Chair
10 May 2022
Airtel Africa plc Annual Report and Accounts 2022
13
Strategic reportChief executive officer’s review
The continued strength of our business
performance reinforces our belief that
serving and empowering customers and their
communities is the only way to sustainable
success. We earned the licence to be part
of people’s lives by caring about the things
that they care about, and understanding the
challenges they face.
Olusegun Ogunsanya
Chief executive officer
Growing our
business sustainably,
and standing
by our promises
14
Airtel Africa plc Annual Report and Accounts 2022
Strategic reportThis has been an important year for Airtel Africa,
in which our continued strong financial performance
has meant we could make further progress on our
purpose of transforming lives.
The growth in all our services speaks for itself: we have grown
underlying revenues in data by 34.6%, in voice services by 15.4%,
and in mobile money by 34.9% in constant currency. Reported
revenue grew by 20.6% to $4,714m. It is to the credit of everyone at
Airtel Africa that we’ve continued to provide essential services in all our
markets throughout the year, and to serve more customers than ever
before, reaching 128.4 million in total.
But when you look beyond these figures there is growth of a kind
that is equally, or even more important. In October 2021 we launched
our sustainability strategy, which builds on the work we have done for
years in the societies and communities where we live and operate.
It has four focused pillars – each with specific and measurable goals
or commitments – designed to help develop a sustainable future for
individuals, families, communities and businesses across Africa.
The progress we have made to start delivering on these commitments
is described on pages 43-58 – and I’d like to thank Airtel Africa’s people
and all our stakeholders for helping make this possible.
Succeeding by serving customers
and communities
Our strong business performance reinforces our belief that serving
and empowering customers and their communities is the only way to
success. The nature of our services means we are always close to our
customers – part of their daily lives, of their family connections, and of
the way they interact with the economy and the world.
We must continue to earn the right to that relationship every day –
the licence to be part of people’s lives. We do that by caring about the
things that they care about, and understanding the challenges they
face: challenges such as climate change, a lack of access to basic
education and healthcare services, poor infrastructure in rural areas
that restrict digital communication, and financial inclusion. This has
never been more relevant than during the Covid-19 pandemic, which
has hit hard among the markets we serve. This year again meant doing
business in ways that safeguarded our people and customers, and
continuing to provide essential services. Economies and societies
are now recovering from that impact – but there is still a need for
businesses like ours to invest in the future of our communities.
This year, we announced a five-year partnership with UNICEF to help
accelerate digital learning. By providing equal access to quality digital
learning, particularly for the most vulnerable children, the partnership
will help to ensure that every child reaches their full potential. We were
the first African private sector partner to make a multi-million dollar
commitment to UNICEF’s ‘Reimagine education’ initiative, and our
$57m financial and in-kind contribution over five years will benefit
learners in Chad, Congo, Democratic Republic of the Congo, Gabon,
Kenya, Madagascar, Malawi, Niger, Nigeria, Rwanda, Tanzania,
Uganda and Zambia.
There is always more we can do, though, to increase our positive
social and environmental impact. In the year ahead we will continue
to work on our net zero ambition and on the other key pillars of our
sustainability strategy – which include expanding financial inclusion
and digitalisation for customers across the region, as well as working
to make sure our own employees continue to enjoy a work culture that
is inclusive and rewarding.
Strengthening our ‘Win with’ strategy
Formally embedding our sustainability goals into everything we do
has strengthened our business strategy for the future. That strategy
continues to be underpinned by the key trends we see in our markets:
a continuous and expanding demand for data, mobile money and
mobile services from young, growing populations who are
underserved by infrastructure, especially in remote rural areas.
We succeed by providing affordable, transparent telecoms services
in a sustainable manner, reducing the digital divide and enhancing
financial inclusion. We have leading positions in many of our markets,
but like any business we should always be alive to our competitive
environment – whether that competition comes from telecoms
businesses, or from FinTech companies.
One of our key assets continues to be our exclusive distribution
network – which gives us the ability to win and stay close to our
customers. This year our total Airtel Money branches and kiosks has
grown to over 16,000 and 53,000, respectively. We have also added
digitalisation as an overarching strategic intent – because further
digitising our services, creating digital products, and digitising our
own processes will play a vital role in our success, increasing the
attractiveness and efficiency of our offer, and building ‘stickiness’,
which helps us retain our customers.
At the same time, we continuously build on our network in rural areas
and improve quality and capacity in urban areas. This year we added
more than 3,400 sites, taking our total sites to 28,797, of which 87.6%
are on 4G. Our fibre network has now reached over 64,500+ km.
And we continue to focus on the mobile money opportunity, which
is closely aligned with our ambition of supporting financial inclusion
in line with the UN Sustainable Development Goals (UN SDGs).
Our mobile money customers grew by 20.7% during the year, while
strategic partnerships, cross-border money transfers and digital
payments, including merchant payments, have helped grow our
mobile money transaction value by 37.0%, and mobile money
revenues by 34.9%.
Our progress against our ‘Win with’ strategy is described in full
on pages 31-42
Transforming lives
Successful delivery of our strategy this year has meant that our
provision of essential services to customers and communities has
driven our profitable growth, which in turn fuels our ability to keep
advancing our sustainability ambitions. This would not be possible
without our stakeholders, including the governments of the countries
in which we operate, who recognise the value we bring to their own
goals for building a digital, inclusive economy, and with whom we aim
to work in partnership on sustainable development.
Above all, of course, it would not be possible without the hard work of
Airtel Africa people and the support of stakeholders. I’d like to thank
them again for their efforts as, together, we continue to transform lives.
Olusegun Ogunsanya
Chief executive officer
10 May 2022
Airtel Africa plc Annual Report and Accounts 2022
15
Strategic reportOur investment proposition
Our operations in 14 sub-Saharan African
countries offer substantial market
potential across voice, data and mobile
money services.
The countries we operate in have some of the highest population growth projections
in the world. Combined with the currently low levels of unique mobile customers,
low minutes of usage, low data consumption and limited traditional banking services,
this creates huge opportunity for the growth of Airtel Africa.
See overview of our market environment on pages 20-21
We have the diversity and scale to deliver value-
for-money telecoms and mobile money services
to our customers. Our well-invested asset base,
strong brand values and recognition and effective
distribution channels (both direct and indirect)
give us sustainable differentiation in the market.
Our strong track record of delivering growth and
improved operational performance continues.
We have a lean and simplified operating model
which, combined with our effective management
team, has delivered double-digit revenue growth,
strong profitability and cash flow. Strong country-
level management teams with deep knowledge
of their markets are supported by subject matter
experts at Group level. We also benefit from
the strength and support of our shareholder
Bharti Airtel, one of the world’s largest
telecoms operators.
See our financial review on pages 76-79
Led by our purpose of transforming lives, with a
customer-centric vision of enriching the lives of
our customers, we deliver sustainable, profitable
and market-leading growth through our six pillar
strategy: Win with…network, distribution, data,
mobile money, cost and people. We are reducing
the digital divide and enhancing financial
inclusion, including through partnerships with
governments in the countries where we operate.
We are focused on digitising how we operate,
as well as how our customers use our products.
And our new sustainability strategy, published
in October 2021, further embeds environmental,
social and corporate governance (ESG)
considerations into everything we do.
Our strategy for growth is described on pages 31-42
For more information about our sustainability strategy, see pages 43-58
Our strong balance sheet and conservative
capital structure allow us to fully execute our
growth strategy and create value for all our
stakeholders: customers, communities,
regulators and governments, partners and
suppliers, our people, and our shareholders.
16
Airtel Africa plc Annual Report and Accounts 2022
Strategic reportOur key performance indicators
KPIs give our Board and management
a clear sense of progress that we are making
and areas to improve.
Measuring the success of our strategy
Our operational and financial key performance indicators (KPIs) give us
a crucial insight into our business performance and the progress being
made towards our strategic intent.
Our selected KPIs help us to communicate the Group’s strategy across
all levels of the organisation, and form part of our governance and
performance management process.
earnings per share, and return on capital employed. We are in the
process of finalising KPIs relating to our non-financial performance
in line with our sustainability strategy, launched in October 2021.
See more details about our sustainability strategy on pages 43-58
We keep our operational and financial KPIs under review to make
sure they stay relevant to our strategy and our business.
See definition and reconciliation of our alternative performance
measures on pages 229-234
Ensuring our KPIs are meaningful
and responsive
Our primary operational KPIs include sites, data capacity, customer
base, net additions, average revenue per user (ARPU), usage per
customer and Airtel Money transactions, while our financial KPIs are
revenue, underlying EBITDA, operating profit, profit after tax, operating
free cash flow, net cash generated from operating activities, leverage,
Linkage with remuneration
Our remuneration targets are linked with financial KPIs
(revenue, underlying EBITDA and operational free cash flow).
Further, we benchmark our shareholder return performance with
a peer group of companies for our long-term incentive scheme.
APM KPI
FY’22
FY’21
GAAP KPI
FY’22
Financial KPIs
Underlying
revenue*
Underlying
EBITDA
and margin
$4,714m
Reported currency +21.3%
Constant currency +23.3%
$2,311m
Reported currency +29.0%
Constant currency +31.2%
Margin 49.0%
$3,888m
+19.4%
Operating
profit
$1,535m
Reported currency +37.2%
Constant currency +39.4%
$1,792m
+25.2%
Margin 46.1%
Profit after tax**
$755m
+82.0%
Operating free
cash flow**
$1,655m
$1,178m
+34.9%
Net cash
generated
from operating
activities**
$2,011m
+20.7%
FY’21
$1,119m
+32.8%
$415m
+1.8%
$1,666m
Leverage
+40.5%
1.3x
2.0x
Basic earnings
per share**
16.8 cents
9.0 cents
(12.6%)
+86.5%
Return
on capital
employed
23.3%
16.5%
* Underlying revenue growth rates excludes one-time exceptional revenue of $20m
relating to a settlement in Niger in the year ended 2020/21
** Growth percentage is in reported currency
Note: growth percentages in KPIs are in constant currency unless specified
Airtel Africa plc Annual Report and Accounts 2022
17
Strategic reportOur key performance indicators continued
Total sites and data
capacity
Total sites number
Total data capacity tb/day
Total sites number
Total data capacity tb/day
Operational KPIs
16,949
Performance
12,070
25,368
28,797
7,572
22,909
FY’21
FY’20
Customer base m
Customer net adds m
FY’22
Customer base and
customer net additions
11.8
Customer base m
Customer net ads m
7.6
118.2
128.4
110.6
FY’20
Group revenue $m
ARPU $
FY’21
FY’22
Group underlying
revenue and ARPU
Group underlying revenue $m
ARPU $
13.8%
2.7
23.3%
19.4%
2.8
3,422
3,888
4,714
FY’20
FY’21
Voice traffic bn mins
Usage per customer mins
FY’22
During the year, as part of our strategic
drive to Win with network, we have
deployed more than 3,400 sites,
reaching 28,797 sites in total as of
31 March 2022. We further added
3,900+ 3G sites (96.5% of sites are
now 3G), more than 5,800+ sites to
4G (87.6% of sites are now 4G) and
added almost 10,000 km of fibre
(64,500+ km of fibre as at 31 March
2022). Data capacity was increased
by 40.4% to 16,900+ terabytes (TB)
per day, with peak hour data utilisation
at 46%.
Performance
Customer base grew by 8.7% to
128.4 million. This growth was
supported by further investment in
sales and distribution infrastructure in
both urban and rural markets, including
expansion of our exclusive distribution
channel of kiosks and mini-shops.
We endeavour to ensure availability of
SIM cards and recharge across our
footprint. Customer base grew across
all three regions: Nigeria by 5.8%, East
Africa by 7.8%, and Francophone Africa
by 15.9%.
Performance
Total underlying revenue was $4,714m,
grew by 23.3% in constant currency
led by both customer base growth of
8.7% and ARPU growth of 15.4%.
ARPU growth of 15.4% was driven
by all our key services: with data
contributing 7.7%, voice contributing
4.3%, mobile money contributing
2.7%, and with the balance coming
from growth in other revenue.
Voice traffic and usage
per customer
Voice traffic bn mins
Usage per customer mins
257
Performance
234
323
379
201
250
FY’20
Voice revenue $m
Voice ARPU $
FY’21
FY’22
Voice traffic grew to 379 billion minutes
in FY’22, an increase of 17.3% mainly
driven by customer base growth of
8.7% and an increase of voice usage
per customer of 9.8% to 257 minutes
per customer per month. The voice
usage growth was driven by
investment in rural sales and
distribution along with expanded rural
network coverage. Additionally, higher
adoption of voice bundles amongst our
customers contributed to the growth
in voice usage, bundle penetration
reached 54% by 31 March 2022.
Voice underlying revenue
and voice ARPU
1.6
5.2%
Voice underlying revenue $m
Voice ARPU $
15.4%
11.0%
1.5
1,970
2,083
2,358
Performance
During the year, voice underlying
revenue grew by 15.4% in constant
currency to $2,358m. Voice revenue
growth was driven by an increase in
our customer base by 8.7% and voice
ARPU growth of 8.0%, led by an
increase in voice usage per customer
by 9.8%. Voice ARPU increased to
$1.6 per customer per month.
Constant currency growth rates are calculated using the prevailing exchange rates as of 31 March of the preceding year
FY’20
FY’21
FY’22
18
Airtel Africa plc Annual Report and Accounts 2022
10.21.63.2Strategic reportData customer m
4G data customer m
Data customer penetration %
Data customers, 4G data
customers and penetration
Data customer m
2G/3G/4G data customer m
Data customer penetration %
32.0%
35.4
10.2
34.3%
40.6
14.8
36.4%
46.7
19.9
Performance
Our data customer base reached
46.7 million, growing by 15.2% and
now contributing to 36.4% of our total
customer base. Our 4G customer base
reached almost 20 million, which is
42.6% of our total data customer base.
Customer base growth was driven by
further expansion of our data network,
increase in our network data capacity
and 3G/4G enabled smartphone
penetration (which increased to 34.2%,
of which 59% are 4G) smartphones.
Performance
Total data usage increased by 48.7%
in FY’22 to 1,848 billion MB. 4G data
usage contributes to 66.7% of total
data usage. Data usage per customer
per month reached 3.4 GB, an increase
of 31.0%, mainly due to 4G network
densification, increase in smartphone
penetration and higher adoption of
data bundles. Additionally, 4G data
usage per customer reached 5.5 GB,
supporting the usage growth.
Performance
Data revenue was $1,525m, grew by
34.6% in constant currency led by both
customer base growth of 15.2% and
data ARPU growth of 18.6%.
Data ARPU increased to $2.9 per
customer per month. The data ARPU
growth was supported by an increase
in the number of 4G customers.
25.2
25.8
26.8
Data usage megabytes bn
FY’20
4G data usage megabytes bn
Data usage per customer MB
FY’21
FY’22
3,520
1,848
2,686
1,863
1,242
711
708
283
427
534
FY’20
Data revenue $m
Data ARPU $
FY’21
2.4
39.0%
930
2.5
31.2%
1,157
1,232
616
FY’22
2.9
34.6%
1,525
Mobile money base m
FY’20
FY’21
Mobile money customer penetration %
FY’22
20.4%
Performance
18.3%
21.7
26.2
16.5%
18.3
Transaction value per customer $
FY’20
FY’21
FY’22
Mobile money transaction value $bn
Airtel Money customer base reached
26.2 million, growing by 20.7%, and
now representing 20.4% of our total
customer base. Customer base growth
was largely driven by the expansion of
our mobile money agents, merchant
ecosystems and continued investment
in our exclusive franchise channel of
kiosks and Airtel money branches.
64
Performance
46
191
32
167
223
FY’20
FY’21
Mobile money revenue $m
Mobile money ARPU $
FY’22
Total transaction value increased to
$64.4bn, up by 37.0% in FY’22 in
constant currency. Transaction value
per customer per month was $223, an
increase of 13.9% in constant currency.
This was driven by both customer base
growth and increased adoption of Airtel
Money services, mainly in P2P, cash-in
and cash-out transactions. Annualised
transaction value now stands at
$64.3bn in Q4’22 in constant currency.
The slight slowdown in revenue growth
was due to the implementation of new
levies in Tanzania.
Data usage, 4G data
usage and data usage
per customer
Data usage m MB
2G/3G/4G data usage m MB
Data usager per customer MB
Data revenue and data
ARPU
Data revenue $m
Data ARPU $
Airtel Money customer
base and penetration
Mobile money base m
Mobile money customer
penetration %
Airtel Money transaction
value and transaction
value per customer
Transaction value per customer $
Mobile money transaction
value $bn
Airtel Money revenue
and ARPU
Mobile money revenue $m
Mobile money ARPU $
1.7
35.5%
401
1.6
37.2%
311
1.9
34.9%
553
Performance
Airtel money revenue increased to
$553m, up by 34.9% in constant
currency, led by both customer base
growth of 20.7% and Airtel Money
ARPU growth of 12.2%. Airtel Money
ARPU was $1.9 per customer per
month. ARPU growth was driven by
an increase in transaction value per
customer of 13.9%, largely due to
increased adoption of Airtel Money
services.
FY’20
FY’21
FY’22
Airtel Africa plc Annual Report and Accounts 2022
19
Strategic reportOur market environment
Demand for voice, data and mobile
money services continues to grow at pace
across sub-Saharan Africa, which is home
to more than one billion people.*
Populations are young and expanding rapidly, the
middle class is growing, and people need to connect
with each other and with local and global economies.
Yet infrastructure is limited, and there is huge scope
to increase the reach and penetration of effective,
affordable telecoms services, and to include more
people in the digital economy.
The region has been hit hard by the impact of the Covid-19 pandemic.
Its continuing recovery has underlined the need for telecoms services
as a way to foster financial inclusion, bridge the digital divide, and drive
economic growth.
Economic recovery, underpinned
by strong demographics
According to the IMF report (April 2022), real GDP in sub-Saharan
Africa is projected to grow by 3.8% in 2022, and by 4% in 2023,
recovering from the contractions brought about by the impact of the
Covid-19 pandemic on populations with relatively low vaccination
rates. There remain challenges to growth, but the World Bank identifies
the region as the world’s largest free trade area – a market of 1.2 billion
people. Over the next three decades, the population is set to nearly
double, to around 2 billion.
We operate in youthful markets, with 33% of the population in our
markets aged between 10 and 24 years*. The middle class is also
growing, alongside a longstanding trend of urbanisation. We offer a
mix of products, content and pricing structures to attract and retain
this growing customer base – and our strategic focus on distribution
means we are well-placed to win new customers.
See our ‘Win with’ strategy on pages 31-42
Limited infrastructure, and low mobile
connectivity
Many parts of Africa lack landline infrastructure, and broadband levels
remain far lower than in developed markets. Mobile networks will
continue to be the primary source of voice and data services in many
places – which means that our focus on expanding our networks, and
extending rural coverage in particular, plays a vital role in bringing
people into the mobile and digital economy. And there is a significant
opportunity to extend network coverage. Across Africa, mobile
connectivity remains low relative to other markets – though it is
growing fast. By the end of 2020, 495 million people had subscribed
to mobile services in sub-Saharan Africa, representing 46% of the
population – almost 20 million more than in 2019(i). The GSM
Association (GSMA) projects that this figure will reach 615 million
people by 2025.
* According to the World Bank at www.worldbank.org/en/region/afr/overview#1
20
Airtel Africa plc Annual Report and Accounts 2022
Digitalisation – the key to growth
Digitalisation will be at the heart of Africa’s future growth – as many
governments in our markets have recognised. Secure, reliable,
competitively-priced data is essential to a wide range of service
providers, and to businesses both large and small. Mobile technology
enables digital solutions and supports the growing use of online
channels by consumers.
While growing fast, smartphone adoption in our region remains
relatively low. The availability of 4G is also expanding, but is not yet
available everywhere. The GSMA projects that 4G coverage will reach
64% of the population in sub-Saharan Africa by 2025, and that
customer usage of 4G will more than double from 12% in 2020 to
28% by 2025, still some way short of the global average of 57%.
Digitalisation is therefore a clear opportunity to fulfill our purpose
of transforming lives as well as grow our business – driven by our
strategic focus on winning with data, our digital products and content,
including Airtel TV, and our focus on supporting enterprises through
Airtel Business. This is all supported by our continuing investment in
expanding our 4G network.
See our business reviews on pages 62-71
Increasing financial inclusion through
mobile money
The launch and growth of digital financial services in Africa has led to
an unprecedented increase in the number of people enjoying access
to formal financial services. The continent, which has historically been
underserved by formal banking, is now home to almost half of digital
financial services users worldwide, according to the International
Finance Corporation (IFC)(ii). This growth is critical to wider
development: financial inclusion has been identified as an enabler for
seven of the 17 UN Sustainable Development Goals (UN SDGs).
The Covid-19 pandemic made clear that mobile technology, and
mobile money in particular, has a huge role to play in keeping people
connected, delivering vital financial support and providing safe,
no-contact ways to pay for food, electricity and other life essentials.
Telecoms providers continue to play a critical role in building
smartphone penetration, increasing mobile broadband penetration
and providing competitively-priced data to customers – both retail and
business – to enable digital inclusion and access to more opportunities.
Airtel Money is well-placed to be part of this opportunity. We continue
to build the mobile money ecosystems that help customers join
the digital economy, and to win new customers through services,
including inter-operator money transfers, payments, microloans and
international money transfers.
See our Airtel Money business review on pages 70-71
Strategic reportTransforming lives spotlight
Working with Access Bank and the
World Food Programme to support
displaced people in Nigeria
There are hundreds of thousands of internally displaced people
(IDPs) in Borno State, Nigeria – and our services are helping
them meet their basic needs and connecting them to financial
inclusion, while boosting the local economy.
As well as making telecoms services available to this vulnerable
group, Airtel Africa is part of a collaboration involving Access
Bank and international organisations, including the World Food
Programme that helps people access their daily meals.
Beneficiaries receive credits to mobile money wallets set up by
the partnership, which can be used to pay for meals at Dalori IDP
camp. The programme, known as the Airtel Access Money Cash
Disbursement powered by WFP, is also creating employment for
around 15 people in the camp who support Airtel Africa’s Know
Your Customer registrations and recharge card sales.
Managing risk and ensuring we contribute
to sustainable development
Some of the countries in our operating markets face political,
economic, or environmental challenges. While contributing relatively
little to global emissions, Africa is disproportionately affected by
climate change(iii), while fluctuating currencies and high rates of
inflation can affect economies in sub-Saharan Africa. Our sustainability
strategy is designed to ensure we make a meaningful contribution to
the societies and economies where we live and work, while our risk
management framework helps the business to identify and mitigate
risks. We manage foreign exchange risk as one of our principal risks
as described in detail on page 85.
See how we manage our risks on pages 80-86
For information about our sustainability strategy, see pages 43-58
Working alongside governments
and complying with regulations
The telecoms sector is highly regulated in our markets. All operators
must work within the frameworks created by governments and
regulatory authorities, covering telecoms regulations, banking
regulations and licences.
Know Your Customer regulations apply in many of our markets – these
require customers to register their identity to access mobile services.
Providing easy access to a fast and compliant registration process is
a key part of our ‘Win with’ distribution approach.
Alongside strict compliance with regulations, we aim to work
collaboratively with governments to make sure we integrate our
services into their key initiatives, and play our part in strengthening
economies and transforming lives.
Growing markets in which affordability
and accessibility are vital
The sub-Saharan African mobile landscape is dominated by a few
large competitors, with smaller regional companies in some markets.
We compete for customers through our range of services, our
advertising and brand image, the quality and reliability of our service,
the geographical breadth of our coverage, the capacity and resilience
of our data networks – and price. We offer pricing plans that are simple
and transparent, based on the principle of ‘more for more’. We use a
tailored pricing strategy that varies depending on our position in each
market. Our focus on distribution is designed to give us a competitive
advantage in recruiting and winning new customers.
See our legal and regulatory review on page 23
Data sources:
(i) www.gsma.com/mobileeconomy/sub-saharan-africa/
(ii) www.ifc.org/wps/wcm/connect/region__ext_content/ifc_external_corporate_
site/sub-saharan+africa/resources/201805_report_digital-access-africa
(iii) www.unep.org/regions/africa/regional-initiatives/responding-climate-change
Airtel Africa plc Annual Report and Accounts 2022
21
Strategic reportOur market environment continued
Key
market
profiles
3
1
5
2
Our top six markets*
1 DRC
Population
GDP
Mobile customers
Unique mobile penetration
Mobile money users
2 Kenya
Population
GDP
Mobile customers
Unique mobile penetration
Mobile money users
2021
92m
$57bn
47m
43%
9m
2021
55m
$110bn
65m
61%
35m
2020
90m
$49bn
41m
41%
9m
2020
54m
$99bn
61m
61%
32m
4 Tanzania
Population
GDP
Mobile customers
Unique mobile penetration
Mobile money users
5 Uganda
Population
GDP
Mobile customers
Unique mobile penetration
Mobile money users
3 Nigeria
Population
GDP
Mobile customers
Unique mobile penetration
2021
211m
$442bn
195m
47%
2020
206m
$429bn
204m
46%
6 Zambia
Population
GDP
Mobile customers
Unique mobile penetration
*
in alphabetical order
Data sources:
6
4
2021
61m
$70bn
54m
54%
35m
2021
47m
$42bn
30.2m
43%
23m
2021
19m
$21bn
20m
58%
2020
60m
$63bn
51m
53%
32m
2020
46m
$38bn
28m
43%
23m
2020
18m
$19bn
19m
57%
• Population and GDP from the International Monetary Fund (IMF)
• Mobile customers and mobile money customers from respective
telecoms regulatory authorities’ published data
• Unique mobile penetration report from Omdia market analysts
22
Airtel Africa plc Annual Report and Accounts 2022
Strategic reportLegal and regulatory frameworks
We work within the laws and regulatory
frameworks of governments and regulatory
agencies to bridge the digital divide and
expand financial inclusion across Africa.
Rapid changes in technology have led to
amendments in legislation and regulation to maintain
a fair and stable business environment. We work with
governments and regulators in various jurisdictions
to harmonise these changes with business needs.
In April 2022, Airtel Africa received final approval from the Central
Bank of Nigeria (CBN) to offer services under a super-agent licence
and under a Payment Service Bank (PSB) licence. This follows the
issue by the Central Bank of Nigeria of the approval in principle in
respect of the two licences in November 2021. We are getting ready
to launch both services as guided by the Central Bank.
Kenya
The Kenyan regulator has stipulated a reduction in mobile termination
rates (MTR) from KES 0.99 per minute to KES 0.12 per minute from
1 January 2022. While this is being challenged by another mobile
operator, we welcome this move as it seeks to remove the unfair
subsidisation of the dominant operator by competing players in the
market. Kenya has one of the highest MTR regimes in Africa, and rates
were last reviewed in 2010.
Uganda
In May 2021, Airtel Mobile Commerce Uganda Limited (an Airtel
Money entity) was licensed to operate a payment system and provide
electronic money in Uganda.
We were reminded by the regulator that we have to list on a licensed
securities exchange in Uganda within two years of the date of our
licence, 16 December 2020. We are in talks with the regulator, the
capital markets authority and investors on how best to meet this
requirement, given that the recent listing by another national telecoms
operator on the market was significantly undersubscribed.
Uganda listing obligation
Under Article 16 of Airtel Uganda’s National Telecom Operator (NTO)
licence, Airtel Uganda Limited (Airtel Uganda) is obliged to comply
with the sector policy, regulations and guidelines requiring the listing of
part of its shares on the Uganda Stock Exchange (USE). The current
Uganda Communications (Fees and Fines) (Amendment) Regulations
2020, creates a public listing obligation for all NTO licensees, and
specifies that 20% of the shares of the operator must be listed within
two years of the date of the effective date of the licence. Currently, this
imposes a listing requirement by 15 December 2022 on Airtel Uganda.
On 5 April 2022 we applied to the Uganda Communications
Commission (UCC) for an extension on the deadline for a period
of one year.
The legal and regulatory frameworks we work within fall into three
categories: telecoms services, mobile financial services and
broadcasting services. In some of our markets, there are also
competition laws. We are abreast of the regulatory changes, and we
keep it under continuous review. We publish significant developments
on our corporate website, under ‘Regulatory news’. Here we detail the
most significant developments in our largest markets in FY’22.
Kenya, Uganda and Tanzania
In 2021, several East African governments reviewed their respective
tax legislations to increase consumer taxes.
• In Kenya, the excise duty payable for telephone services rose from
15% to 20%.
• In Uganda, the over the top (OTT) tax was replaced with a 12%
excise duty on internet data.
• In Tanzania, a new tax on money transfer/withdrawals was brought
in from 1 July 2021. This ranged from Tshs10 to 10,000 depending
on the transaction amount. In August, the government reduced
this by 30% in response to public sentiment. There was also a
new tax on mobile network operators – this varies from Tshs10 to
200 per SIM card owner based on their daily recharge capability.
Zambia
The Data Protection Act came into force in 2021, which protects
customers by regulating the collection, use, transmission, storage
and processing of personal data. Airtel Networks Zambia plc has
put in place measures to ensure compliance with this new act.
We’re aiming at full compliance once regulations operationalising
the Data Protection Act are published by the regulator.
Nigeria
In December 2021, the Nigerian Communications Commission (NCC)
auctioned two lots of 100 MHz each in the 3.5 GHz band ranging from
3500 to 3600 MHz and from 3700 to 3800 MHz. The spectrum was
offered on a nationwide basis covering all states of the Federation and
the Federal Capital Territory of Nigeria. The reserve price for one lot
of 100 MHz was $197.4m. Airtel Africa qualified to participate in the
bidding process but withdrew in the course of the auction. MTN and
MAFAB were awarded the two available lots of 100 MHz. We’re now
working with the regulator and government to find ways to access
remaining unassigned lots.
Airtel Africa plc Annual Report and Accounts 2022
23
Strategic reportOur business model
Our dynamic business model is underpinned by
our sustainability strategy and delivers value to
stakeholders while transforming lives through
digitalisation and financial inclusion.
Vision
Values
Our vision
is to enrich
the lives of our
customers.
Alive
We act with passion and a can-do
attitude. Innovation and an
entrepreneurial spirit drive us.
Inclusive
We champion diversity. We’re at
the heart of our communities,
and anticipate, adapt and deliver
solutions that enrich the lives of
the people we serve.
Respectful
We act with humility and are
always open and honest.
We deliver on our promises
to customers, stakeholders
and each other.
How we create value
An efficient network
and business structure
in 14 markets across
sub-Saharan Africa
Delivering
outstanding
services and
products
Through a unique
distribution network
that is close to our
customers
Voice
Data
Airtel Money
• Other services, including
fixed-line telephony, home
broadband and data centres
• More than 69,000 exclusive
retail touchpoints (including
minishops, kiosks and Airtel
Money branches)
• More than 251,000 activating
outlets
• A wide network of more than
2.2 million retail touchpoints
• Strategic collaborations
with regional and international
partners to offer financial
and money transfer services
Other key inputs and enablers:
• Efficient Know Your
Customer (KYC) processes
• Easier onboarding processes,
self-service through our
self-care MyAirtel app,
currently available in
all markets
• Spectrum assets in every
country, with multiple layers
of data capacity
• A modernised network
offering 2G, 3G and 4G,
largely on efficient single
RAN technology
Other key inputs and enablers:
• Compliance with regulatory
framework in all markets
• A sound capital allocation
strategy and financial
management that targets
revenue growth ahead of the
market and underlying
EBITDA margin improvement
• Mobile network partnerships
that outsource the
management and operation
of our network infrastructure
• A strong management
structure with operating
companies in each market
that can leverage Group
expertise
• 28,797 network
towers and data
capacity of 16,900+
terabytes per day
• 64,500+ km of fibre
across our markets
• 3,700+ employees
• Our sustainability strategy
underpins everything we do.
It is aligned with the UN SDGs
and supported by goals and
active policies to respect
human rights, drive positive
social impacts, protect the
natural environment and
conserve resources
• Sound and transparent
governance
• A network of over 2,400
partners, including mobile
brands, IT companies and
telecoms infrastructure
providers
24
Airtel Africa plc Annual Report and Accounts 2022
Strategic report99.3%
of our customers use
pre-paid services
2.2+ million
people financially empowered
through direct employment,
business partnerships and
our distribution network
99%
of customer requests
processed digitally
Our purpose of transforming
lives is supported by our
sustainability strategy,
described on pages 43-58
Our strategy is supported by a
robust framework for monitoring
and managing risk, described on
pages 80-86
What makes us different?
There are many
aspects of our strategy
and business model
that are unique to us.
If we had to choose
three important ways in
which we stand apart
from the competition,
they would be:
Rapidly-expanding
coverage that’s reliable
and high-quality
We have an extensive, resilient
and reliable 4G network that’s
meeting the growing demand
for data, while our network
expansion programmes are
connecting the unconnected
in rural and urban areas.
Simple, transparent
pricing and service
A unique
distribution network
Our straightforward pricing
models, simple ‘more for more’
offers and intuitive customer
journeys are helping us to
win and keep customers all
over Africa.
By building exclusive channels
and developing effective,
digitised onboarding processes,
we’ve been able to grow our
customer base faster than
the market.
Offering simple
customer journeys
and competitive
pricing
• Simple, convenient and
intuitive customer journeys
• Straightforward pricing
plans based on the principle
of ‘more for more’
• A tailored pricing strategy
that varies depending on
market position
To reach:
Creating value for:
128.4 million
Our customers
• Convenient and
total customers
including
46.7 million
data customers
Other key inputs and enablers:
• Marketing and brand-building
and
to increase consumer
awareness and build
customer loyalty
26.2 million
Airtel Money
customers
competitive services that
enable people to connect,
live and work
• Financial inclusion
and opportunity through
connections to local and
global economies
Our economies
• Accelerated sustainable
development through
financial inclusion and
‘banking the unbanked’
• Direct and indirect
contributions of $1.5bn
in 2021/22 (vs $1.4bn in
2020/21)
• 2.2 million people earning
through working with Airtel
Africa as entrepreneurs and
in our distribution networks
Our people
• Direct employment
in a growing business offering
competitive pay and training
Our communities
• Programmes to support
education, health and
wellbeing, and disaster relief
Our shareholders
• Constant currency underlying
revenue growth of 23.3%
in 2021/22
• Underlying EBITDA margin
of 49.0%
• Total dividend of 5 cents
(interim and final as
recommended by the Board)
Airtel Africa plc Annual Report and Accounts 2022
25
Strategic reportStakeholder engagement
Putting people
at the heart of our
business decisions
We’re committed to regular communication with all of our
stakeholders. That is why we’re developing a stakeholder engagement
policy to formalise why, when and how we communicate with each
group. We expect this to be published before our June AGM.
How we consider stakeholder interests
Our directors put stakeholder views at the heart of key decisions for
Airtel Africa.
Our chair is committed to ensuring that both positive and negative
stakeholder input is communicated to the Board, and our executive
team supports with this. The chair, the chairs of each committee,
independent directors, CEO, CFO and our company secretary are
available to address any concerns raised by stakeholders.
Considering stakeholder interests sometimes involves distilling data
and other metrics to inform decisions. At other times, it involves a
direct consultation, such as the one between our Remuneration
Committee and shareholders. In September 2021, Doug Baillie wrote
to our top 20 shareholders and proxy agencies inviting them to review
the details of the exit terms of our CEO, Raghunath Mandava, and the
appointment of his successor, Segun Ogunsanya. He wrote again in
March 2022 inviting them to discuss the proposed changes to our
remuneration policy in more detail.
To consider our people’s interests, the Board receives regular updates
on employee engagement from the chief human resources officer
and chair of the Remuneration Committee and management team.
Our second externally facilitated employee engagement survey is due
to take place in 2022. Its results will help the Board assess the culture
of our organisation.
We also have clear business standards with stakeholder interests at
their core. Our Code of Conduct covers everything from respect for
human rights to data privacy to acting lawfully. This sets out our high
expectations for how all of us at Airtel Africa should act in ways that
create value for, and build trust among, our many stakeholders.
This year, we continued to engage with our most
important stakeholder groups to build shared
understanding and mutual long-lasting value. Strong,
supportive relationships not only help our business
thrive, they help us make sure we’re contributing in
meaningful ways to the communities we serve.
How we work to understand our
stakeholders
Treating our stakeholders fairly starts with understanding the interests
of each group. Directors receive information about our stakeholders
through various channels. This includes direct interaction and
engagement – something we place much importance on at Airtel
Africa. This year, for example, we engaged directly with stakeholders
on our sustainability strategy and our remuneration policy.
The Board also receives reports and updates from our senior
leadership team who engage directly with stakeholders. Every Board
paper now includes stakeholder interests relevant to the proposed
actions. We also continue to plan director visits to local operations and
schedule Board meetings at regional locations, with representatives
from the local business present.
Our section 172 statement
This section describes how the directors have acted in relation
to their duties under section 172 (a) to (f) of the Companies Act
2006 to promote the success of the company with regard to the
needs of wider society and stakeholders, including customers,
consistent with our core business objectives.
Each year, directors receive training from our corporate legal
advisers Herbert Smith Freehills LLP to remind them of their
duties to apply section 172 to their considerations and decisions.
Consistently applying our purpose, vision and core values
(particularly ‘respectful’) when making decisions and delivering
our strategy helps us meaningfully engage with all of our
stakeholders, regardless of the outcome of any particular
decision.
The information in this section explains how the Board oversaw
stakeholder interests and concerns and considered
stakeholders when making decisions in FY’22.
26
Airtel Africa plc Annual Report and Accounts 2022
Strategic reportOur customers
Our people
More than 128.4 million customers across Africa
use our data, voice and mobile money services to
connect, live and work.
How we engaged during the year
Our customers continue to help us define the success of our products
and services. To be able to meet and exceed our customers’ needs,
we proactively engaged customers across all touch points during the
financial year. The insights we gain are central to our improvements
to our customer experience and our innovations to our products
and services.
We completed the rollout out of automated SMS surveys across all
our markets during the year. We also opened a further 300+ retail
experience stores to increase our footprint and establish a closer
presence to many of our customers. And we expanded our opening
times to be able to support customers for longer.
Our Board continued to be informed of significant customer concerns
and priorities through the CEO’s regular update.
Interests and concerns
We know that customers of all types want to be able to easily use our
products and services at times that are most convenient for them.
While most people prefer self-service, they also want quick and easy
support. Our younger customers want to be able to use our services
easily on the go and to find these on the digital platforms they’re
already using. Airtel Money customers are looking for an always-on,
error-free, safe and secure mobile money service. And for our
enterprise customers, network uptime is critical.
Outcome and actions
We’ve continued to improve our customer service across all platforms.
To strengthen our self-care suite of channels, we further automated
our phone support systems for customers. We brought in a new
interactive voice response (IVR) system in our regional call centres to
offer customers more assistance with our products and services.
The rising number of people downloading our MyAirtel app – and
using it to check their minutes, buy bundles and access mobile
money services – illustrates this growing preference for self-service.
We registered 3.5 million new customers this year to reach 11 million
users in total. Active users doubled from last year, with a total monthly
transaction value of $90m.
For our Airtel Money customers, we focused on minimising the
potential for error and expanding our services to more digital channels
and platforms.
To further improve our customer support service, we continued to
integrate and strengthen our customer data systems. Our latest
upgrade allows frontline teams to see all customer information on
a single screen so that they can resolve issues more thoroughly
and quickly.
We’re working to create a quick and easy customer experience at
every Airtel Africa touchpoint.
We aim to make Airtel Africa a great place to work for
our more than 3,700 full-time permanent employees
encompassing 35 nationalities in 18 countries. Our
people are at the heart of our business success.
How we engaged during the year
Our Board actively engages with employees in a variety of ways to
better understand how we can enhance our people strategy and
continue to bring our values to life. They also stay on top of employee-
related matters through their involvement with our Sustainability
Committee.
During FY’22, Board members met with employees to discuss both
professional and personal matters – including feedback on moving
our headquarters to Dubai from Nairobi, team capabilities and how we
can best build an agile high-performance culture. We also encourage
employees to share feedback through our open-door policy, where
anyone can speak to our Group CEO or any Executive Committee
(ExCo) member.
The Board also stays close to employee-related issues through:
• Quarterly CEO-led town halls in English and French, where senior
executives update employees on our business performance and
organisational changes, and take questions from employees
• Remuneration Committee updates from our chief human resources
officer (CHRO) on remuneration, people, culture, conduct and
diversity
• Regular Board presentations and one-to-one meetings as necessary
from our CHRO
• Quarterly Board reports from the HR Forum and Remuneration
Forum chair on people, culture and wellbeing
• The results of our employee engagement survey and regular pulses
shared in various OpCos and OpCo-led town halls
• One-to-one meetings between our ExCo and OpCo managing
directors and other leaders to discuss employee-related matters
• Regular ExCo market visits where leaders interact with teams at all
levels of the business
Interests and concerns
In addition to staying safe from Covid-19, our people continue to
be primarily interested in developing their careers and broadening
their skills.
Outcome and actions
We’re working to continue to attract, develop, and retain a highly
skilled, diverse and engaged employees. To this end, we’re focusing
on building a supportive and agile culture, centred on simplicity and
accountability – one that allows us to quickly respond to the changing
needs of our customers.
This year, we continued to look after the safety and wellbeing of our
people through awareness campaigns around Covid-19 safety and
general fitness, fully paid medical cover, our employee assistance
programme, free Covid-19 testing and on-site vaccinations. We also
supported employees working remotely with more flexibility to help
them balance home demands and business needs.
Our latest bi-annual employee engagement survey achieved an 87%
response rate, with an overall engagement score of 79%.
Airtel Africa plc Annual Report and Accounts 2022
27
Strategic reportStakeholder engagement continued
We also worked to enhance career opportunities and lifelong learning
through a new initiative called Africa Mobility, where employees can
take on assignments in other business areas and countries to learn
new skills, support key initiatives and advance their careers. This is in
addition to our critical skills training in areas like IT and data security
and our leadership programmes to prepare people for the future of
work. During the financial year, over 20,000 courses were completed
on our digital training platform.
We’re also working to enhance values-led performance through
creating useful incentives (our pay-for-performance philosophy) based
on improved appraisal analytics and processes.
Our communities
With operations in 14 African countries, we live and
work closely with our communities – doing all we can
to support their needs and create positive change.
How we engaged during the year
We heard from people in our communities through letters, emails
and text messages about their individual situations and concerns.
Governments and other organisations made public appeals, as well as
direct approaches to our operating companies, about key community
issues during the year. We also connect to people through our
community initiatives, such as the Airtel Touching Lives programme
in Nigeria, which received more than 70,000 requests for support
in FY’22.
Our CEO reports on the ongoing impact of Covid-19 and other
emergencies on our communities at Board meetings. The Board also
regularly reviews our formal programme of community initiatives.
Interests and concerns
In FY’22, our communities continued to face health and economic
challenges linked to Covid-19. More people were thrown into poverty,
and a lack of basic healthcare led to more health issues beyond the
impact of Covid-19.
Outcome and actions
We worked with governments across Africa to transform the lives of
some of the most vulnerable people on the continent by:
• creating educational opportunities, especially for less privileged
children
• supporting people in times of need and emergency
• bridging the digital divide through financial inclusion and other
initiatives
Our OpCos worked with governments to continue to help
communities deal with the ongoing impact of Covid-19. In Nigeria, we
also invested in refurbishing a ward at the Lagos University Teaching
Hospital to offer more treatment for Covid-19 and other infectious
diseases.
We also focused on improving access to online educational resources,
particularly for less privileged children in more remote locations. In
November 2021, we launched a five-year, $57m partnership with the
United Nations Children’s Educational Fund (UNICEF). Covering 13
of our markets, this partnership will champion digital education for
African children through online platforms, connectivity and access to
quality digital learning. Seven of our 13 OpCos have already begun
initiatives through this partnership, targeting more than 350,000
children in 280 schools.
28
Airtel Africa plc Annual Report and Accounts 2022
We supported our communities through a host of other initiatives,
including a cyber-awareness campaign in Gabon, a crime prevention
partnership with the police in Zambia, and a partnership with the
World Food Programme (WFP) using mobile money to provide cash
to people displaced by terrorism in the northeast and northwest
of Nigeria.
For more details about our community support, see pages 59-61
Partners and suppliers
We work with more than 2,400 suppliers across
Africa, including mobile brands, IT companies and
telecoms infrastructure providers – with the top
100 suppliers accounting for just over 88% of our
procurement.
How we engaged during the year
We continued to engage with our top suppliers during the year at both
Group and OpCo levels. The Board receives regular information from
these engagements through the CEO’s report. During the year, our
CFO also presented a discussion paper covering payment terms,
payment practices and vendor liabilities. The chief supply chain officer
also attended the Board meetings on two occasions to provide a
functional report which included feedback on our relationships with
suppliers. The Board’s response was then relayed to the business and
leaders at the CEO’s regular ExCo and business review meetings.
With social distancing still in place during the year, we met suppliers
through a combination of online meetings and face-to-face
interactions, when it was safe to do so. The relocation to Dubai of
our key sourcing team has allowed us to hold more meetings on
the ground and improve engagement levels. We met with our major
suppliers at least once each quarter, and at major conventions,
including MWC Barcelona and AfricaCom.
These meetings included governance meetings, commercial meetings
and, where necessary, grievance meetings. Our OpCo teams
continued to discuss operational matters with suppliers at country
level, and our partners tell us that they value the proactive approach
we take in resolving issues.
Many of our partners were, like us, part of providing essential services
to communities – and we are grateful to partners on the ground such
as fuel suppliers and maintenance workers for helping us keep our
networks running and serving customers.
Interests and concerns
We have a strong track record of partnership and many partners seek
us out to discuss win-win solutions. Partners and suppliers also provide
information on the latest developments and support us with the
adoption of new technologies, and we discuss sales and project plans,
bids and proposals, and payments.
Outcomes and actions
In November 2021, we concluded an agreement with new partner
Cisco for upgrading our Call Centre Technology Platform (CCT). We
have been using our CCT platform from an alternative vendor for the
past five years and the new partnership with Cisco provides Airtel
Africa with the latest technology platform leading to substantially
enhanced capability and features. The rollout is in progress.
As a result of the launch of our sustainability strategy in 2021 and
following an assessment of our current policies and procedures, we will
be aligning our supply chain sustainability targets with expectations
we have from our top 100 current vendors in 2022 and beyond.
For more information about our Code of Conduct and the modern slavery
statement, see our website www.airtel.africa
Strategic reportRegulators and governments
With mobile telecoms and financial services seen as
essential services we continued to work closely with
governments and regulators to build digital and
financial inclusion.
How we engaged during the year
We work hard to influence and stay ahead of regulatory changes in
the 14 different countries where we operate. Our Board continues to
have a productive and open dialogue with regulatory bodies and
policymakers and sets high standards of governance across our
business. A special adviser to the chair and the Board provides advice
to the management on political, legal and regulatory issues regarding
our strategy in Africa. The Board has empowered the CEOs and chief
regulatory officers of our operating companies to represent them
at country-level engagements with governments and regulators.
Management also informs the Board about regulatory developments
in the markets each month. From time to time, we also commission
audits to verify levels of regulatory compliance.
In FY’22, we continued to engage with governments to understand
key policy considerations and the direction in which governments
are driving their countries. Due to the ongoing pandemic and travel
restrictions, much of our engagement with government and regulators
was held online through video conferencing.
We engage in a variety of ways with regulatory stakeholders around
potential changes to licencing frameworks, market and competition
structures, new government policy initiatives and new laws affecting
our business. Depending on the complexity of the issue and the level of
the stakeholder, a matter might be dealt with by our regulatory affairs
directors, or our Group chief regulatory officer working alongside a
local team, or directly by our Group CEO or chair.
Interests and concerns
Governments and regulators continued to monitor the ongoing
health and economic emergency, and to cooperate closely with
industry in doing so. Across Africa, the focus has been on opening
up society safely, removing government support when appropriate,
and continuing to improve data security. We’ve seen Know Your
Customer requirements enhanced across many of our markets.
Governments also closely monitored telecoms providers to make
sure the industry was able to meet changing demands related to
new patterns of working.
Outcomes and actions
Governments across Africa continued to support our industry as the
pandemic rolled on for another year.
We held various discussions with regulators to release spectrum that
had initially been allocated on a temporary basis more permanently to
accommodate ongoing patterns of working from home. As lockdowns
eased and businesses started to get back to normal, governments
also allowed mobile financial service providers to once again charge
transaction fees. In some countries, governments began to raise taxes
and remove tax rebates that businesses and employees had enjoyed
in FY’21.
Regulators in some markets (Nigeria, Niger, Kenya, Tanzania, Uganda
and Zambia) worked to improve security by enhancing Know Your
Customer requirements – see page 23 for more.
Telecom operators continued to enjoy recognition as essential service
providers. This helped us keep our networks open and people and
service providers connected. And it meant our employees could
continue to maintain facilities, distribute SIM cards and Airtime, and
serve our customers.
Engaging with our stakeholders
1
Know your
requirements
5
Follow up on
remedies/efficiency
assessment
2
Promote your
requirements
Our
compliance
management
system
4
Gaps and
remedies
identification
3
Internal
and external
controls
Over the last reporting year, we rolled out a new
way of managing compliance to our 14 operating
markets. This involves five steps:
1 Understanding and mapping the regulatory
requirements in the specific country
2 Cascading relevant regulatory requirements to
business units so they know what is expected
of them from a compliance perspective
3 Auditing the level of adherence to compliance
requirements – this is done by the regulatory
function, internal audit and sometimes
external auditors
4
Identifying gaps in meeting compliance
requirements, analysing the cause and
proposing remedial action
5
Implementing remedial measures and
repeating the cycle
This process has helped our operating companies
become more aware of the compliance
requirements in their markets, leading to
improved compliance overall.
Airtel Africa plc Annual Report and Accounts 2022
29
Strategic reportAs set out in the remuneration report, our Remuneration Committee
consults with shareholders each year on remuneration policy and, as
part of this, the committee chair engages directly with shareholders
and their representative bodies.
For more information about our Remuneration Committee, see page 98
Interests and concerns
Understandably, investors continue to focus on our business financials.
They expect to see sustainable profitable growth, free cash flow and
dividends, and sustained high standards of governance at Airtel Africa.
Many shareholders are interested in our outlook on trading and market
demand, our guidance for FY’23 and beyond, our approach towards
addressing foreign currency risks and particularly our progress in
improving our natural currency hedging by localising debt in our
operating companies, and our repatriation of funds from the OpCos to
Group level. They are also interested in our other financial targets, our
approach to capital allocation, and particularly our dividend policy. In
light of the increased interest in our approach to environmental, social
and governance-related policies and matters, we have worked closely
with shareholders to develop our sustainability strategy this year.
Outcomes and actions
With the insights provided in monthly Board updates, our directors are
able to take major strategic and operational decisions with a good
awareness of the views of our shareholders.
In response to increasing demand from investors and other
stakeholders, in 2021 we began to formally articulate how our strategy
and business model align with environmental, social and governance
best practices. This led to the publication of our detailed sustainability
strategy in October 2021 and has informed our ESG agenda. We’ll
publish our progress against this strategy in our first Sustainability
Report later this year.
For more information about our sustainability strategy, see pages 43-58
Stakeholder engagement continued
Shareholders
Through their investments, our shareholders enable
us to deliver our strategy and create long-term value
and ongoing business success.
How we engaged during the year
Our engagement with investors is led on a day-to-day basis by our
investor relations team who maintain a two-way dialogue between
the investment community and Group management, executives and
the Board.
We want to encourage shareholder participation by understanding
and acting on shareholder feedback and by being clear and
transparent when communicating with our shareholders. To this end,
in FY’22 we:
• Held interactive conference calls with analysts and shareholders on
the day of our quarterly results announcements
• Held virtual investor roadshows after publishing our full year and half
year results in May and October 2021, as well as ad hoc meetings
and calls with both existing and prospective shareholders
• Attended online investor and industry conferences throughout the
year to allow both existing and prospective shareholders
opportunities to speak directly with our executive management
• Proactively engaged with the sell-side equity research community
• Through briefings to analysts and the press, encouraged
shareholders to attend our hybrid AGM in June 2021 and to vote
on resolutions
• Collected and reviewed feedback from shareholders on our
engagement with them
The CEO provides monthly insight to the Board on all investor relations
activities and associated feedback. Led by our deputy CFO and head
of investor relations, this report includes a summary of shareholder
and share price market activity and commentary on investor meetings,
roadshows and equity research analyst coverage. The Board also
receives regular updates direct from our brokers.
Transforming lives spotlight
Supporting our hospitals during Covid-19
In response to Covid-19, we’ve formed a partnership with one of
the leading University Teaching Hospitals in Nigeria – The Lagos
University Teaching Hospital (LUTH). This year, with our support,
LUTH successfully renovated and remodeled an entire 111-bed
ward in its medical wing to improve the access to quality and
affordable health care in Nigeria – part of our commitment to
helping our communities build back stronger in 2022.
For more information on how we manage our risk related to Covid-19,
see page 83
30
Airtel Africa plc Annual Report and Accounts 2022
Strategic reportOur strategy
Our ‘Win with’ strategy is
underpinned by our sustainability
strategy and delivers long-term
value for all our stakeholders.
Accelerated by our commitment to
Digitalisation
Win with
network
Win with
people
Win with
distribution
Transforming
lives
Win with
cost
Win with
data
Win with
mobile
money
Underpinned by our
Sustainability strategy
We’re transforming lives across
sub-Saharan Africa through products,
services and programmes that foster
financial inclusion, drive digitalisation
and empower our 128.4 million
customers and the communities in
which they live. 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 while delivering
our sustainability strategy.
Our ‘Win with’ strategy has six strategic pillars through which we aim
to deliver sustainable, profitable growth. Underpinning each pillar are
two constant themes that inform everything we do: digitalisation,
and our commitment to contribute to sustainable development and
responsible business through our sustainability strategy, which is
described on pages 43-58.
Working with the governments and institutions of the countries in
which we operate is a central element of our strategy. We aim to help
them realise their goals for sustainable development by working to
expand connectivity and mobile money services as parts of digitised,
dynamic, and financially-inclusive economies, while ensuring our strict
and continued compliance with local laws and regulations.
We aim to act as a responsible business at all times. That means doing
business transparently and with a sound governance structure. It also
means being a good partner and an active contributor to society, by
creating jobs, paying taxes and respecting the environment. We also
continue to support communities by working with local stakeholders
on our longstanding commitment to improving digital education,
improving health and supporting communities through disaster relief,
as described on pages 59-62.
Airtel Africa plc Annual Report and Accounts 2022
31
Strategic report
Our strategy continued
Win with network
We aim to create a leading, modernised
network that can provide the data
capacity to meet rapidly growing
demand and enhance connectivity
and digitalisation in our markets.
That means improving basic network uptime, quality and resilience
as well as expanding our network footprint and our 4G capabilities.
Our progress in FY’22
Delivering best-in-class service and 4G networks in our markets
remains a key focus, and our goal is to be the market leader
everywhere we operate, while continuing to include more people in
our network, particularly in underserved rural areas. This year we
continued to invest in making our data network more resilient and
expanding the potential of our 4G network, investing in data centres
that can also provide revenue streams from third-party users, and
evolving our fibre network to add additional fibre routes to our
customers, strengthening the stability and continuity of our service.
We continued to improve our fibre provision in metro, intercity, and
international networks, including through cost-effective partnerships
and co-investment programmes.
Our investment in new and existing sites has enabled us to increase
data speeds as well as coverage. In addition to our KPIs, below, we
track our progress by measures that include rural population coverage:
this year, that increased from 65% to 68%. We also measure the
number of new sites in rural areas, a target that supports our
sustainability strategy: this year we added almost 1,400 new sites
in rural areas.
How we measure progress
We measure network through a number of KPIs, described on pages
17-19, including:
Total sites and data capacity: we deployed more than 3,400
additional sites, reaching 28,797 sites in total as of 31 March 2022.
During the year, we added 3,900 more sites to 3G (96.5% of sites on
3G), 5,800 more sites to 4G (87.6% of sites now on 4G) and added an
incremental 10,000 km of fibre (64,500+ km of fibre as of 31 March
2022). Data capacity increased by 40.4% to 16,900+ terabytes (TB)
per day, with peak hour data utilisation at 46%.
For information on how we manage risk, see pages 80-86
For information about our sustainability, see pages 43-58
Our approach includes:
Focusing on rural coverage
expansion through new site rollouts,
recognising that access to a reliable
service is the critical first step for
providing previously underserved
communities with the opportunity
for digital and financial inclusion
Focusing on our network resilience
and service continuity, and adding
capacity through aggregation
Building and modernising our
network through optimal end-to-end
design, including spectrum additions
Expanding the reach of 4G coverage
and building capacity through our
2G>3G>4G approach, and future-
proofing through 5G compatibility
Delivering best-in-class voice
service quality while improving
network uptime
32
Airtel Africa plc Annual Report and Accounts 2022
Strategic reportOur network strategy in action
Delivering best-in-class service:
Uganda
Our ability to help transform customers’ lives
depends on delivering fast, reliable and
responsive services – and on leading the
way in our markets.
In March 2022, Airtel Uganda was recognised
as Uganda’s fastest mobile network at the
Mobile World Congress (MWC) in Barcelona,
Spain, after speed tests carried out by Ookla,
a global independent leader in mobile and
broadband network intelligence, testing
applications and related technologies.
It is a vote of confidence in our services – and
a reflection of the consistent investment we
continue to make in our networks. In Uganda,
our 4G network is now country-wide and
uses the latest 4G technology. We now have
4G mobile coverage of 90% of Uganda’s
population. In Kampala, 79% of our sites are
also connected to fibre.
This high-quality service has helped make
Uganda one of our best-performing markets
– but we’re not stopping there. We’re already
planning our 5G roadmap for Uganda, while
continuing to roll out enhancements to our
4G network that will further improve our
customers’ experience and open up more
opportunities for the digital economy.
For our East Africa business review,
see pages 64-65
98.7%
population coverage in Uganda
57%
of our sites are in rural areas in Uganda
Eby’empuliziganya
byagonjodwa.
We’ve never been
so well connected.
Nalweyiso Shabibah
Hairdresser
Nakasongora,
Central Uganda
Airtel Africa plc Annual Report and Accounts 2022
33
Strategic report
Our strategy continued
Win with distribution
We aim to build on our unique
distribution network to increase our
ability to reach and serve customers
in all our markets.
This year we updated the name of this pillar from ‘Win with
customers’ to reflect the fact that our distribution network
empowers our business by extending our brand and ability
to offer interlinked services, as well as through customer
recruitment and retention.
Our approach includes:
Strengthening our distribution
infrastructure to win more quality
customers by increasing our depth
and breadth, with a particular focus
on rural areas
Enhancing customer experience
through simplified digital customer
onboarding processes, including the
Know Your Customer (KYC) process
Broadening our offer to enhance
usage and ARPU, while further
refining our approach to distribution
so we can focus faster and more
responsively on the needs and
issues of customers in smaller
geographies, increasing our net
customer reach
Our progress in FY’22
We have continued to expand our distribution network to get
closer to customers, developing our infrastructure so that we could
drive customer growth and retention, as reflected in the KPIs on
pages 17-19.
Fast, effective digital onboarding is also a continuing priority, bringing
new customers to our service in ways that are 100% compliant with
local Know Your Customer (KYC) requirements while being as efficient
as possible – this year, for example, adapting to new requirements in
Kenya and Rwanda. In Nigeria, we are working as partners with the
government to deliver its national identity number (NIN) programme,
which makes collecting NINs a requirement for new and existing
customers. Across every market, we have now developed an app for
digital registration, and most onboarding processes are achieved in
five minutes or less.
How we measure progress
We measure distribution through a number of KPIs, described on
pages 17-19, including:
Customer base and net adds: Our customer base grew 8.7% to
128.4 million as of 31 March 2022. Customer activating outlets grew
by 21.0% to 251,000+. The overall growth reflects our continuous
focus on investment in sales and distribution infrastructure in urban
and rural markets, including our exclusive Airtel Money distribution
channel of kiosks and branches. Our enhanced distribution channel
ensures availability of SIM cards, recharges and money float. Our
underlying voice revenue grew by 15.4% in constant currency.
For information on how we manage risk, see pages 80-86
34
Airtel Africa plc Annual Report and Accounts 2022
Strategic report
Our distribution strategy in action
Never more than 1 km away: getting
closer to customers in DRC
Less than 26% of the population in
Democratic Republic of the Congo (DRC) has
access to traditional banking – so mobile
money is essential to individual and country-
wide financial inclusion and prosperity. But to
get the most out of mobile money, the DRC
customers need to be able to access it where
they live – which is why we’ve set ourselves
the goal of ensuring our distribution network
serves everyone, and that no-one should
have to travel more than 1 km to access
Airtel Money.
Our aim is to open a dedicated kiosk for every
2,500 people in the DRC, and create at least
one Airtel Money branch (AMB) for every
10,000 people – a programme that will create
4,000 jobs in our network. We’ve invested in
pre-fabricated, ready-to-install facilities for
our distributors, who also have access to our
customised systems for balancing their cash
and float.
Il est plus facile
que jamais de
contrôler mes
finances.
It is easier than
ever to control
my finances.
Bibi Sombola
Microentrepreneur
Kinsuka, Kinshasa (DRC)
The programme is working. In FY’22 in the
DRC our customer activating outlets have
grown by 36%, and AMBs have increased by
67%. Our customer base increased by 20.7%.
For more about our Francophone Africa
business, see pages 66-67
36%
growth in customer activating outlets in
the DRC
20.7%
increase in total customers in the DRC
Airtel Africa plc Annual Report and Accounts 2022
35
Strategic report
Our strategy continued
Win with data
We aim to maximise the value of data-
based services and increase data
penetration in all our markets.
That means encouraging smartphone ownership and increasing
data usage at scale, while increasing access to the digital economy
for customers in all our markets.
Our approach includes:
Leveraging our 4G network for data
ARPU and revenue growth and
using our technology to win and/or
maintain market leadership
Smartphone offerings for all new
handsets through well-priced,
transparent bundles
Further developing our wireless
home broadband business
Developing innovative products and
data solutions for corporate and SME
customers through Airtel Business
Continuing to focus on data security
for our customers in line with our
sustainability strategy
Our progress in FY’22
Our success in achieving our ambitions for data is closely linked to our
ability to extend and maintain fast, reliable networks, and to being
close to our customers through distribution. Our network programme
in Nigeria, for example, increased our data capacity by 40.5%, while
we modernised our network in Niger and added 550+ sites in Kenya.
Our performance is also linked to smartphone ownership, which again
grew this year: 42.6% of our data customer base now has 4G devices,
compared to 36.4% last year.
Being the leading 4G provider, and offering competitive, transparent
data bundles, gives us a competitive advantage when it comes to new
customer acquisitions. Airtel Kenya, for example, launched new ‘Bazu’
data bundles this year that offer customers more data and choice at
no extra cost, complementing the rollout of a high-speed 4G network
countrywide. Our ability to provide capacity and excellent digital
services also helps drive usage. The strong presence of our outlets
and our marketing investment support this network advantage – this
year we carried out smartphone offerings in 11 markets. As the KPIs
below show, our customer base and data usage both grew in FY’22.
Our home broadband customer base grew by 54%, driving revenue
from this segment up by 63%.
How we measure progress
We measure data through a number of KPIs, described on
pages 17-19, including:
Data customers, 4G data customers and penetration: Our data
customer base increased by 15.2% to 46.7 million as of 31 March
2022, and now constitutes 36.4% of our total customer base. Our total
data usage increased by 48.7% to 1,848 billion MB. Data usage per
customer per month reached 3.4 GB, an increase of 31.0%. 4G data
usage contributed 66.7% to total data usage.
For information on how we manage risk, see pages 80-86
For more information about our sustainability strategy, see pages 43-58
36
Airtel Africa plc Annual Report and Accounts 2022
Strategic reportL’internet offre
des opportunités!
Data brings
opportunity!
Djamila M.
University student
Niamey, Niger
Our data strategy in action
Enabling the rapid
growth in data use in
Chad and Niger
There is no doubt about the demand for data
in our markets – and our strategy aims to
meet it by reaching more people with data
services by enhancing our data capacity
through network modernisation and
expanding our 4G network, strengthening
our unique distribution channels, and
offering transparent, well-priced offers
that customers love.
Data growth in Chad and Niger show this
strategy is delivering. Both countries are
landlocked and contain geographically
remote areas – but that does not prevent
us expanding our distribution network and
capacity to win more customers. In Niger, we
increased our exclusive outlets by 61% and
customer activating outlets by 48% this year,
supported by increase in total data capacity
by 55% led by new fibre-sharing agreements
to build network resilience.
In Chad, continued investment in our network,
data capacity more than doubled and a 63%
increase in our exclusive outlets alongside a
choice of transparent data bundles delivered
growth of 35% in customer numbers.
In both countries, more people than ever are
gaining access to digital opportunities – and
data usage grew by 112% in Chad, and 61%
in Niger.
For more about our Francophone Africa
business, see pages 66-67
63%
increase in our exclusive outlets in Chad
55%
increase in total data capacity in Niger
Airtel Africa plc Annual Report and Accounts 2022
37
Strategic reportOur strategy continued
Win with mobile money
We aim to accelerate the digital
ecosystem by rapidly enabling Airtel
Money services in all our markets,
harnessing the ability of a profitable
mobile money business to enhance
financial inclusion in some of the most
‘unbanked’ populations in the world.
Our approach includes:
Further strengthening our
distribution channel of kiosks, mini
shops and dedicated Airtel Money
branches, so customers can access
assured float and cash
Build and scale Airtel Money across
all our markets
Make Airtel Money the currency of
choice by expanding our mobile
money portfolio through additional
mobile money services, including
merchant and commercial payments,
benefit transfers, loans and savings
Focusing on technology as an
enabler and competitive advantage
Our progress in FY’22
We have continued to execute our mobile money strategy, focusing on
our distribution network and float availability, our technology, and our
drive to increase Airtel Money’s acceptance as the currency of choice
across the financial ecosystem on the path to becoming a ‘financial
supermarket’. As the KPIs below show, these measures have widened
our customer base and driven increased revenues.
Our distribution reach continued to grow through our Airtel Money
branches, which expanded by almost 60% in FY’22, and kiosks, which
increased by 40%. We also increased the number of multi-brand
agents in our network by 41.7%.
Our reach has also been increased by our use of technology as a key
enabler for competitive advantage. We are creating design-driven
digital journeys for customers that will underpin our ability to offer a full
suite of financial services. Our Payment Service Bank (PSB) licence
has been granted by the Central Bank of Nigeria in April 2022, and
described on page 62.
How we measure progress
We measure mobile money progress through a number of KPIs,
described on page 17-19, including:
Airtel Money customer base and penetration: our Airtel Money
customer base grew by 20.7% to 26.2 million in FY’22.
Airtel Money transaction value and transaction value per
customer: our transaction value grew 37.0% to $64.4bn in FY’22.
Transaction value per customer grew 13.9% in constant currency.
Continuing to recruit customers from
our mobile services base
Airtel Money revenue and ARPU: Airtel Money revenue grew by
34.9% in constant currency in FY’22. Airtel Money ARPU was $1.9,
up by 12.2% in constant currency.
For information on how we manage risk, see pages 80-86
For more information about our sustainability strategy, see pages 43-58
38
Airtel Africa plc Annual Report and Accounts 2022
Strategic reportKuti nachita ifintu
ifingi na mobile
money.
I can do more
with mobile
money.
Florence Chipoma
Mini-AMB agent
Lusaka, Zambia
Our mobile money strategy in action
Staying ahead in a competitive
marketplace: Zambia
Few regions in the world have embraced the
possibilities of mobile money as thoroughly as
East Africa. It makes it a dynamic and exciting
place to operate, where the sustainable
development benefits of digitalisation are
clear – while also being highly competitive,
driving innovation and entrepreneurship in
our teams.
Zambia, our second-largest Airtel Money
market after Uganda, is a great example of
how we’re winning with mobile money. In
FY’22 we continued to extend and broaden
our distribution network in Zambia through
the successful deployment of 391 ‘mini-AMBs’
– compact outlets that offer the services of
an Airtel Money Branch and can be rolled
out at scale. They get us closer to customers
and include more people in the financial
ecosystem – reflected this year by an increase
of 99% in merchant payments, and of 54% in
transaction value volumes.
By growing even more visible and available,
we’re winning more customers with our
affordable products – this year in Zambia
our customer base grew by 25.6%.
For more details, see our East Africa business
review on pages 64-65
20.7%
mobile money customer base growth at the
Group level
34.9%
mobile money revenue growth in constant
currency at the Group level
Airtel Africa plc Annual Report and Accounts 2022
39
Strategic reportOur strategy continued
Win with cost
We aim to achieve an efficient operational
model, leading to an effective cost structure
and improved margins. This enables us to
build large incremental capacity at low
marginal cost.
Our approach includes:
Our cost efficiency initiatives, which
seek to optimise site operational
and maintenance expenses,
and bandwidth cost
A detailed analysis of expenses with
the aim of improving operating
margins in individual markets
Ensuring fail-safe network design
with optimal cost structures, for
example through multiple fibre
routes and high-capacity IRUs
Increasing availability of digital
recharges and self-care services
Our progress in FY’22
Our cost model is focused on ensuring that we can provide substantial
additional capacity at marginal additional cost. We do this through
continued network design optimisations, constant focus on value in
our inputs and our contracts, and volume optimisation. Increasingly we
look for areas where we can share costs and increase our operational
resilience while improving our offer to customers – for example, by
exploring options to use multiple fibre routes into and out of landlocked
countries through partnerships.
How we measure progress
We measure cost optimisation through:
Underlying EBITDA for FY’22 was $2,311m, up by 31.2% in constant
currency. The growth in underlying EBITDA was led by revenue growth
and supported by better controls on operating cost. Underlying
EBITDA margin improved to 49.0%, an improvement of 296 basis
points in constant currency. In FY’22 we added almost 10,000 km of
new fibre which helped us increase data capacity at marginal cost.
For information on how we manage risk, see pages 80-86
40
Airtel Africa plc Annual Report and Accounts 2022
Strategic reportWin with people
We aim to be the employer of choice with a
diverse and inclusive work environment that
continues to foster a culture of high performance,
employee wellbeing, skills enhancement and
coaching. We have a long-term commitment
to our people and our employer brand.
We will achieve this by:
Accelerating our diverse pipeline
of talent to meet current and future
business needs
Improving coaching and functional
skills through our digital learning
platform, functional programmes
and cognitive assessments
Digitising our people processes
to improve the overall employee
experience and make Airtel Africa an
even more engaging place to work
Continually improving our processes
and procedures and evolving our
work environment to ensure we
remain an attractive employer that
recruits and retains the best
For information about how we manage risk, see pages 80-86
For information about our sustainability strategy, see pages 43-58
Our progress in FY’22
Our focus over the year continued to be on three key areas: talent,
capability and technology, underpinned by our work to reinforce the
entrepreneurial culture and spirit of the organisation. In FY’22 we
continued to recruit top talent and reduced our time to hire for key
roles, while our internal development programmes resulted in 39%
of our promotions into senior management/ExCo roles being
appointed internally.
We made further progress on gender diversity, reaching 26% women
in our workforce. While there is clearly still more for us to do, this is high
relative to our industry in our operating markets. We continued to
reinforce our commitment to diversity through activations, including
International Women’s Day.
We continued to digitise our processes, including through our digital
learning platforms, evolve our policies and procedures, including those
relating to increased hybrid working. We also expanded the ways in
which we engage with employees, including through a new programme
through which employees engage with Human Resources on a
monthly basis to put their questions and raise any issues. Our employee
engagement survey continues to provide us with insight and feedback
from our people.
Further details of our engagement and programmes, including our
employee assistance programme, are on page 27 in ‘Our stakeholders’
section.
How we measure progress
We measure our progress on people through a number of metrics,
including:
• Diversity – by gender (26% women in our workforce, 28% women
in ExCo at the OpCo level) and nationality (employees from
35 nationalities)
• Skills development – delivered key functional and leadership training
through accelerated on-demand learning programmes, which in
return improved productivity and overall performance
• Employee engagement – our latest bi-annual employee engagement
survey achieved an 87% response rate, with an overall engagement
score of 79%
• Voluntary attrition – the war on talent, especially on the digital front,
has contributed to an increase in our voluntary attrition rate from
6.6% to 13%. We are putting measures in place to ensure we retain
our top talent.
Airtel Africa plc Annual Report and Accounts 2022
41
Strategic reportOur strategy continued
Imiti ikula
empanga.
Growing trees
today become
tomorrow’s
forests.
Francescellah Bwalya Offiah
Electrical Engineering
Lusaka, Zambia
Our people strategy in action
Supporting STEM graduates,
identifying talent: Zambia
There’s a worldwide shortage of highly-skilled
technical recruits – as well as a global
imbalance in the number of women in roles
requiring STEM (science, technology,
engineering and maths) expertise. At Airtel
Zambia, our graduate programme is helping
to address both issues – while working to
ensure that we continue to attract and retain
the best people to support our future growth.
In FY’22 Airtel Zambia launched a
graduate training programme designed to
recruit and train technical specialists with
degrees in STEM subjects, including
Telecommunications, Electronic Engineering,
Computer Science and Information
Technology. In the 12-month programme,
trainees work in functional and cross-
functional roles and receive training in
business, leadership, functional expertise and
personal effectiveness, alongside mentoring
from a designated personal coach.
We developed the course and attracted
applications by engaging with local
universities, specifically encouraging
women to apply – and the response was
extraordinary. We had over 1,700 applications
for the 14 places in our inaugural programme,
of which half were secured by women. We’re
delighted by the pilot programme – and will
explore ways to expand it in the future.
1,733
total applications received
7 out of 14
graduates who joined our training
programme are women
42
Airtel Africa plc Annual Report and Accounts 2022
Strategic reportOur sustainability strategy
Sustainability is at the
heart of everything we do.
To succeed, our sustainability strategy must be
embedded in all Board decisions and across our
operations. Details of our sustainability governance
structure can be found on page 99 of this report.
Our Sustainability Committee continues to meet
monthly to direct and monitor the progress of all
the programmes in our strategy.
Our sustainability strategy, launched in October
2021, sets out ambitious targets and long-term goals
to help us deliver on our promise of transforming
lives. The strategy responds to the materiality
assessment we carried out in 2021. It is supported
by clear programmes and initiatives within a simple
framework of four pillars, each of which is aligned to
the United Nations’ Sustainable Development Goals
(UN SDGs), and is designed to deliver real and
positive impact. In this Annual Report, we provide an
interim, narrative update on our progress since the
launch of our strategy, rather than full disclosure.
We will publish our first full Sustainability Report later
in 2022, detailing our performance and the progress
we have made towards our targets and goals.
Airtel Africa plc Annual Report and Accounts 2022
43
Strategic reportOur sustainability strategy continued
We have a clear pathway
to ensure we deliver on
our purpose and build our
business on a foundation
of sustainability.
Olusegun Ogunsanya
Chief executive officer
Letter from the CEO
The launch of our sustainability strategy in late 2021 was a significant
step forward for Airtel Africa. Not only did it set out our ambitious
goals to transform the lives of individuals, families, communities and
businesses across Africa, it is transforming our business by putting
sustainability at the heart of everything we do. Today, our commitment
to sustainability underpins all our corporate strategic pillars and it will
continue to be a key consideration in every decision the Board and
Executive Committee make. Our sustainability strategy is driving our
investment in our people and our infrastructure. It is influencing the
development of new products and services. It is informing the
partnerships we establish. And, with every operating company, division
and business function involved in the delivery of our sustainability
strategy, it is transforming our culture and contributing to operational
efficiency. Quite simply, it is fundamental to who we are and how
we operate.
Our sustainability strategy is built around a strong framework that
reflects our business and the impact we can have. The four pillars of
our strategy – Our Business, Our People, Our Community, and Our
Environment – set out a clear pathway for the business, providing
us with focus, and enabling us to set long-term goals and establish
detailed programmes to deliver them. This structure ensures we have
absolute clarity around the contribution we can make to the United
Nations’ Sustainable Development Goals (UN SDGs) and how we can
help to address inequality and support economic growth across Africa.
Pillar 1 – Our business
Our ambition is to increase digital inclusion in Africa
through the expansion and increased reliability of our
network. This will provide the connectivity to contribute
to the economic growth of individuals, families,
communities and nations across the continent.
Pillar 2 – Our people
Our ongoing commitment is to provide rewarding
employment opportunities and to achieve genuine
diversity and inclusion at all levels across the business.
44
Airtel Africa plc Annual Report and Accounts 2022
Strategic reportSince the launch of the strategy, I have been delighted to welcome
Olubayo ‘Bayo’ Adekanmbi into the business as chief strategy,
partnerships and sustainability officer. His appointment underlines
our unswerving commitment to achieving our goals and ensuring
sustainability remains at the heart of our corporate strategy. Bayo is
building a team to oversee and support the implementation of our
sustainability programmes with a dedicated environmental and
social lead already in place.
We have pledged to be transparent throughout the delivery of our
strategy. Publishing our goals and programmes and reporting
regularly on our progress allows our stakeholders to track our
performance and hold us to account. I look forward to sharing Airtel
Africa’s first Sustainability Report before the end of 2022 and, prior
to that, providing details of our specific decarbonisation pathway.
We have always been dedicated to our corporate purpose of
transforming lives. Now, with long-term goals and credible
programmes established, with every part of the business involved,
and with a genuine commitment to protecting the environment,
we have a clear pathway to ensure we deliver on our purpose and
build our business on a foundation of sustainability.
Olusegun Ogunsanya
Chief executive officer
Pillar 3 – Our community
Our ambition is to drive digital and financial inclusion and
access to education for people and communities across
Africa through the provision of data and mobile services
underpinned by our network expansion. This is vital to
the positive transformation of lives across Africa.
Pillar 4 – Our environment
Our ambition is to address and minimise the impact of
our operations on the environment. This is critical for the
world we live in.
Message from the Board
I am pleased that Airtel Africa’s new sustainability strategy and
long-term commitments have been received positively by the
company’s stakeholders. Investors, regulators, suppliers and
partners can now see how the Group plans to work with them for
the many years that this strategy will drive the business. The
transparency that has been built into the strategy means they can
have complete trust in the journey that Airtel Africa has embarked
upon and can track the company’s progress. We all know that even
the best laid plans sometimes need calibration along the way and
that these can cause delays or force a rethink – I know that Airtel
Africa will be open about any issue or challenge it encounters along
the pathway to the goals it has set. This is important as it allows
peers in Africa and the wider global telecoms industry to learn and
to collaborate to address any problem that may arise.
The most critical stakeholders, however, are the people that make
this business and the communities across Africa that it serves. With
the Board of Airtel Africa absolutely focused on the delivery of this
strategy, employees in every market can have complete confidence
that the Group is working actively to build an ever-more inclusive
and supportive working environment where everyone will have the
opportunity to develop their potential and build flourishing careers.
And I am determined to ensure that every one of the individuals,
families and communities the Group serves in 14 markets
recognises the value Airtel Africa brings and can access the
growing range of services that are designed, specifically, to
transform their lives and futures.
In the six months since launch, there has been progress across all
the goals that have been set. I am delighted that, through the
expansion of Airtel Africa’s business across the continent, the
Group has achieved a 2.1% increase in the number of people in
both urban and rural areas that can access the network. This is key
to driving digital inclusion and underpins all Airtel Africa’s work to
increase children’s access to education. In addition, growth in the
number of women using Airtel Money indicates that the company
is making a contribution to female economic empowerment on
the continent. I am pleased that diversity and inclusion has been
embedded in every aspect of the business – including increased
female representation at board level – and the appointment of
environmental officers in each market is already improving the
Group’s environmental performance.
Airtel Africa has taken the first steps on a long journey, and I am
excited to see the impact of the developments it will be introducing
over the coming months and years.
Annika Poutiainen
Independent non-executive director and Airtel Africa’s
sustainability champion
Airtel Africa plc Annual Report and Accounts 2022
45
Strategic reportOur sustainability strategy continued
Pillar 1 – Our business
SDG alignment
Our ambition is to increase
digital inclusion in Africa through
the expansion and increased
reliability of our network. This
will provide the connectivity to
contribute to the economic
growth of individuals, families,
communities and nations across
the continent.
This pillar of our strategy sets out the programmes we are introducing
to ensure our services and the way we work meets our commitment to
transforming lives. Our ambitions are to give our customers confidence
that we are working towards implementing industry-leading data
security, to increase digital inclusion in Africa through the expansion
and increased reliability of our network, and to ensure our suppliers
are aligned with our sustainability priorities. Achieving the three goals
in this pillar will provide individuals, families, communities and nations
across the continent with secure data and increased connectivity that
will support economic growth.
We have made good early progress on all our programmes. We are
on target to deliver against our first milestones for our data security
and service quality goals. We are also introducing key events for our
main suppliers over the coming months to ensure they are completely
aligned with our ambitions and to support delivery of all the key
initiatives in our supplier management goal.
Our data security goal
Our goal is to establish industry-leading data security for
our customers.
We will achieve this through investment in technology and expertise,
updated processes and consumer awareness, delivered through
programmes with clear targets and timelines.
MATERIAL TOPIC: DATA SECURITY
Our progress
Data security is Airtel Africa’s priority material topic – this is highlighted
in the risks section of this report on page 84. Over the six months to
31 March 2022, the business has made good initial progress against
three of the targets we set out around confidentiality, integrity and
availability.
For our target of embedding the best tools and technologies,
we have started developing the first stage of our security upgrade
programme. We anticipate that this will be completed by June 2024
and will ensure we deliver on our milestone within this goal: the
implementation of a complete security upgrade programme by 2025.
In addition, we have started work on the introduction of a policy to
ensure that all legacy security platforms which are not supported by
suppliers are replaced by 2025. Over the last few months, we have
begun a detailed process to identify all legacy security platforms and
we expect to complete this work by August 2022. Once finalised, we
are planning to establish a programme to replace all outdated security
solutions by October 2022.
46
Airtel Africa plc Annual Report and Accounts 2022
Another of our targets is the development of an industry-leading
in-house team, and we are pleased to report progress with the
appointment of a Group chief information security officer in January
2022 to ensure that data security is, and remains, our top business
priority. Additional recruitment to build a strong and focused team
is underway.
Finally, we have also set a target to build the resilience of our
processes and, by 2030, establish a best-in-class recovery plan for our
core network and IP services to be deployed during natural disasters.
By 31 March 2022 we hit our target of implementing an approved
Network Recovery Plan and Disaster Recovery testing guidelines for
core network and IP services in all our markets.
Our service quality goal
Our goal is to provide underserved communities with
access to reliable network and connectivity across our
14 markets.
Providing network accessibility to rural areas is key to building digital
inclusion. We will achieve it through the rollout of new infrastructure
sites and technology, and improved fibre connectivity and capacity
delivered through programmes with clear targets and timelines.
Our progress
Our service quality goal is focused on three key areas – increasing
accessibility to our network, improving customer experience through
new offerings and technologies, and building the speed and reliability
of our service – each of which is supported by specific targets.
Delivering on these targets allows us to provide millions more people
in urban and rural areas across Africa with fast and reliable access
to broadband.
We have made progress against all three of these key areas.
Our first target focuses on increasing the percentage of people who
have access to our network, with the ultimate goal of achieving
88-90% penetration in each market by 2030. We will achieve this
through the rollout of new 2G, 3G and 4G sites, increasing the number
of people in each of our markets who can access our network.
Our progress in the past six months:
78.26%
72.23%
62.59%
have access to 2G
have access to 3G
have access to 4G
+ 0.83%
+ 0.96%
+ 4.53%
Our second target includes a commitment to building an
uninterrupted service and improving customers’ experience of using
our network. Specifically, we are working towards exceeding regulatory
KPIs and achieving a network availability rate of 99.99% by 2030.
We are on track to achieve our milestones and our network availability
stands at 99.52% as of March 2022.
In line with our third target, we are building the reliability and speed
of our service for people across Africa through the rollout of fibre in
our network. Not only will this provide customers with faster mobile
connections but it also improves the resilience of our connectivity
infrastructure. As of 31 March 2022, 15.7% of our sites and 55.4%
of our data centres have fibre connectivity – this represents an
increase of 1.4% and 0.6%, respectively, since the launch of our
sustainability strategy.
Strategic report
Our supply chain goal
Our goal is to ensure all our suppliers are aligned with our
sustainability agenda.
We will achieve this through programmes to increase supplier
disclosure and audit their Environmental, Social and Governance
(ESG) performance. This way we can monitor suppliers’ compliance
with legal and regulatory requirements, respect for human and labour
rights, and work to minimise their environmental impacts.
We have also made progress against our targets to improve our
ongoing ESG monitoring of existing suppliers. In 2022 we will be
holding an event for our top 100 current vendors (who represent
approximately 90% of all our purchase spend) to present our entire
sustainability strategy and explain exactly what we expect of them
in line with our supply chain goal. We will be asking all these existing
vendors to complete our new questionnaire to ensure we have the
same level of detail on both new and more established supplier
relationships.
In addition, and in line with our targets, on 31 March 2022 Airtel Africa
joined the Joint Alliance for CSR (JAC). JAC verifies and assesses
CSR implementation across the leading suppliers to the ICT industry.
JAC members collaborate to ensure best practice in the shared supply
chain and this collaboration has significantly increased the number
of audits and corrective programmes that have been implemented,
driving improved standards across the supply chain.
We will implement a periodic audit process for vendors to monitor
compliance with ESG criteria by 2023.
Our programmes are set out to
ensure our services and the way
we work meet our commitment to
transforming lives.
MATERIAL TOPIC: SUPPLY CHAIN
Our progress
We understand we have a responsibility to drive improvement across
our entire value chain. We have set a supply chain management goal
which will build on the standards and disclosure we expect of all our
suppliers and will introduce a process of regular monitoring. The goal
we have set is structured around two focus areas:
1 enhanced due diligence which will increase the level of disclosure
we expect of suppliers during the onboarding process, and
2
improved ongoing monitoring of suppliers’ ESG compliance, policies
and controls through the full term of suppliers’ contracts.
We have specific targets to support both of these focus areas and
have made good progress in the six months to 31 March 2022.
To ensure enhanced due diligence for new suppliers, we are in the
process of developing a detailed questionnaire to be completed by
any company applying for a contract with Airtel Africa. In addition
to covering standard ESG requirements, it will also include specific
questions relating to the areas that we have identified as material
topics. We will test this questionnaire before we introduce it
during 2022.
Service quality in action
Maintaining our services when they’re
needed most: Malawi
One of the most important ways we can serve our customers is
by keeping our networks available, especially in hard times.
In Malawi in early 2022, tropical storms, cyclones and heavy
flooding led to a tragically high number of deaths, as well as
destruction and disruption that affected nearly a million people.
Power lines and roads were destroyed, bridges washed away,
and power stations were put out of action. The extreme weather
had an impact on our operations, too, with equipment damaged,
vehicles lost, and travel made highly challenging – and initially we
had outages at 15% of our sites.
Our Malawi teams took immediate action to restore our network,
despite the ongoing conditions. On the day following the worst
event, Tropical Storm Ana in January, they put a plan in place to
make sure expert teams and fuel could reach our sites and keep
the network running for our customers. Within five days our
teams restored 97% of our affected sites – meaning that families
could keep in contact, government agencies and NGOs could
coordinate on the ground, and Airtel Money customers could
receive financial support from their families. It is a clear example
of the resourcefulness and determination of our teams – and of
our commitment to service quality.
Airtel Africa plc Annual Report and Accounts 2022
47
Strategic reportOur sustainability strategy continued
Pillar 2 – Our people
Our ongoing commitment is to
provide rewarding employment
opportunities and to achieve
genuine diversity and inclusion
at all levels across the business
This goes to the core of who
we are.
SDG alignment
We have made encouraging progress against our commitments.
Over the six months to 31 March 2022, we have updated policies and
introduced new measures to improve gender diversity in our candidate
pool, supporting our wider initiatives to achieve a diverse and inclusive
workforce. We have launched development programmes with a
specific focus on driving functional expertise, leadership skills and
supporting female university students on their transition to the
workforce. We continue to focus on creating a healthy and safe
working environment.
Diverse and inclusive workforce
Our commitment is to continue creating a diverse and
inclusive workforce – with specific goals of increasing
the total percentage of female employees from 28% in
September 2021 to 30% in 2025, and female senior
executives from 25% in September 2021 to 30% in 2025.
We will achieve this through recruitment, development programmes
and enhancing our work environment. We are proud to be an equal
opportunity employer and remain fully committed to diversity and
inclusion in our workplace.
We have made good progress on our goals, building on our
longstanding commitment to diversity and inclusion, which is
embedded in our values.
Our maternity and parental leave policy and our health and safety
policy have both been refreshed and will be rolled out across the
business in the coming months.
We have strengthened gender diversity within our workforce, as
reflected in the increase in female hires and internal promotions.
The proportion of female employees in senior management who were
promoted in the last six months was 23.1% as compared to 20% in
the first half of the year.
We are also committed to welcoming people from a diverse range
of communities and nationalities into the business. Our workforce is
made up of employees from 35 different nationalities.
Finally, we are making progress towards achieving the FTSE Women
Leaders Review target of 40% female representation on the Board.
With the appointment of Tsega Gebreyes to the Board in October
2021, we have 31% female representation at Board level and are
working towards 40% by 2025. Currently, female representation
at the ExCo level (including OpCos) stands at 28% and we are
committed to building on this in the future.
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Airtel Africa plc Annual Report and Accounts 2022
Training and development
Our commitment is to continue to provide all our
permanent employees with access to functional and
leadership programmes. Ongoing coaching and
mentoring programmes aim to facilitate growth and
career enhancement.
We are working with our external partners to ensure they support us
in developing the next generation of talent. As part of this, we have
started to roll out coaching and mentoring programmes designed
specifically to support female graduates and post-graduates into the
workplace and to nurture the skills that will allow them to develop
rewarding careers. We are supporting this with internship programmes
for female graduates which we are currently implementing in Zambia,
Republic of the Congo and Niger. In addition, we are setting up
‘leadership potential’ programmes for employees offering dedicated
training and counsel to those who have the ability and ambition to take
their careers to management level.
Healthy and safe work environment
Our commitment is to maintain a healthy and safe work
environment.
We are committed to providing the highest standards of health and
safety for our employees. We will achieve this through the introduction
of a best practice social, health and safety management system,
improved policies and full compliance with all local legislation and
regulation.
Our Health and Safety Committee now reports to the Sustainability
Committee as well as the Executive Committee (ExCo). This means
that health and safety is now addressed as a key component in the
delivery of our commitments to our people as well as a critical business
and commercial consideration. Supporting this, a new and enhanced
Group health and safety policy has been developed and will be
launched shortly. This will formalise our approach to setting,
monitoring and maintaining robust standards.
Employee engagement
Our commitment is to engage with and listen to our
employees.
Our people are at the heart of our business success, and we aim to
make Airtel Africa a great place to work for our 3,700+ full-time
permanent employees.
We have always enjoyed a good level of employee engagement and
we will not take this for granted, as we are committed to strengthening
and building on it. In addition to regular communications, presentations
and market visits by members of the ExCo, including quarterly CEO-led
townhalls in English and French, we run engagement surveys every
two years which provide all our people with the opportunity to share
their views. Our previous year’s employee engagement survey
achieved an 87% response rate, with an overall engagement score
of 79% – we aim to improve further in the upcoming survey.
We will continue to listen to our people through management’s daily
interactions with teams, our monthly managing director townhalls,
our quarterly CEO townhalls and ‘skip level’ meetings with senior
managers.
We are committed to strengthening and
building on our good level of employee
engagement in the future.
Strategic report
Celebrating
International
Women’s Day:
#BreakTheBias
Diversity and inclusion spotlight
This year’s International Women’s Day (IWD) campaign invited people
everywhere to imagine a gender equal world, free of bias, stereotypes,
and discrimination – chiming with our own ambition to create an
organisation where people are included and engaged.
So, on 8 March 2022 we celebrated diversity and inclusion across
Airtel Africa by affirming and supporting the #IWD2022 theme
#BreakTheBias.
Airtel Africa plc Annual Report and Accounts 2022
49
Strategic reportOur sustainability strategy continued
Pillar 3 – Our community
SDG alignment
Our ambition is to drive digital
and financial inclusion and
access to education for people
and communities across
Africa through the provision
of data and mobile services
underpinned by our network
expansion. This is vital to the
positive transformation of lives
across Africa.
Since we launched our sustainability strategy, we have made progress
on all our targets, including reaching more people by rolling out new
sites and service centres, serving more customers in rural areas,
and expanding our data capacity. At the same time, our landmark
partnership on digital inclusion with UNICEF has taken a significant
step forward: all our relevant markets are now involved in the creation
of national rollout programmes, and these have been combined into an
overarching continental implementation plan which will guide our work
with UNICEF over the coming years.
Our digital inclusion goal
Our goal is to significantly improve digital inclusion
across Africa.
We will do this by increasing our retail and support services which will
drive penetration in mobile telephony, smartphones and home
broadband in rural areas. This is key to addressing the digital divide.
MATERIAL TOPIC: DIGITAL INCLUSION
Our progress
We have three specific targets to support our goal to increase digital
inclusion: the development of new retail and support centres in rural
areas; increasing the number of people who can access our digital
services; and promoting convenient payment solutions for all our
customers. In the six months to 31 March 2022, we have made
progress against all of these targets.
Key to our first target is the increase of the number of people in rural
areas who can access our network from 67.1% in September 2021
to 80% by 2025. Since the launch of our sustainability strategy, we
have improved our coverage to 68.2%. As a result of this expansion,
we have grown our customer base in rural areas to 63.3 million, an
improvement of 6.7%. This progress opens real opportunities for
people today and tomorrow – from accessing online education to
future employment.
Alongside this network expansion, in the last six months, we have
increased the number of retail touchpoints by 11.7% to 2.2 million as of
31 March 2022 – ensuring that people also have the retail and support
facilities they need to purchase devices and access support. This
expansion of our retail network also builds employment opportunities
for anyone – regardless of gender or disability – who would like to run
an Airtel Africa franchise or open a kiosk serving their local community.
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Airtel Africa plc Annual Report and Accounts 2022
Our second target is to increase smartphone penetration from
a baseline of 33.6% in September 2021 to 45% by 2025 through
collaboration with original equipment manufacturers (OEMs) to
develop attractive data bundles for first-time buyers. In the six months
to 31 March 2022, our progress has been in line with our expectations,
and we have enhanced bundled products in all our markets, increasing
smartphone penetration to 34.2%. An example of this is our special
‘Learn from home’ bundles which we launched in Malawi and Uganda
for learners to access educational resources. These products are
50-60% cheaper than standard bundles available in the market.
Our third target for driving digital inclusion is the development of
services to make it easy for customers to top up their balance at
any time and from any location, measured by an increase in digital
recharges from 39.7% in September 2021 to 60% in 2025. We are
creating digital communities that ensure our services are always
available to customers by rolling out apps that allow customers to
buy additional talk time at the touch of a button. This ease of access
to top ups is critical for meeting the needs of people across Africa and,
in particular, those in rural locations. We expect to see the number
of digital recharges increase in the coming months as a result of
this activity.
Our financial inclusion goal
Our goal is to significantly increase financial inclusion
in Africa – with particular support for women.
We will do this through the development of affordable financial
products to meet the needs of the un- and under-banked, a reliable
service and financial confidence and literacy.
MATERIAL TOPIC: FINANCIAL INCLUSION
Our progress
Financial inclusion is a key driver in poverty alleviation and a critical
goal of our sustainability strategy. Our work is based around three
focus areas:
• the affordability of products and services designed to meet
the needs of the un- and under-banked
• ensuring our services are accessible wherever people are
• building awareness and knowledge among our customers.
We have set targets to ensure we deliver and monitor our progress
against each of these focus areas. Since the launch of our sustainability
strategy in October 2021, we have made strong progress against
some of these targets we have set in this goal.
As a result of this expansion, our total mobile money customer base
across all markets has grown by 20.7% in this time, and transaction
value has grown by 37.0%, indicating that our customer base is
becoming more financially active.
We have increased the number of women who have become Airtel
Money customers and are using our services. We will provide specific
details in our first Sustainability Report later in 2022.
Finally, in Uganda, we have launched a savings product to advance
financial inclusion – it will be rolled out in other markets over the
course of 2022. We are commited to designing more savings products
targeted specifically at women in the coming months.
Financial inclusion of women is particularly
important for gender equality and women’s
economic empowerment.
Strategic report
Adopt a school spotlight
‘Adopt a school’ in Gombe State, Nigeria
Supporting schools in need is an essential part of our
sustainability strategy – whether that’s through data,
connectivity, or improvements to the school’s buildings and
teaching environment. In Nigeria, we’ve adopted 7 schools
across the country, providing refurbishment, installing drinking
water and sanitation facilities where they’re needed, and helping
teachers and students through training and educational
resources. The impact can be transformational – often meaning
children have access to books for the first time.
This year we extended the programme to include the
Government Day Nursery and Primary School Pantami, in
Gombe State, which serves 7,117 nursery and primary school
students. It brings us closer to the communities we share with
our customers – and underpins our goal of supporting access
to education, everywhere we operate.
Our access to education goal
Our goal is to transform the lives of over one million
children through education by 2027.
We will achieve this through programmes and partnerships to connect
schools to the internet, provide access to quality learning content and
support the schools that are most in need.
2. Connecting 1,400 schools to the internet by 2027
In addition to our work with UNICEF, we continue our work with a
range of partners to provide the infrastructure and equipment
necessary to connect an additional 1,400 schools to the internet.
Detailed plans have been created in our countries of operation and
progress is on track. The number of schools we have connected to the
internet will be reported in our Sustainability Report later this year.
MATERIAL TOPIC: EDUCATION AND DIGITAL LITERACY
This goal is central to Airtel Africa’s corporate purpose and philosophy.
We know that education is the key to unlocking potential and building
better lives, better futures and better economic prospects, and in our
sustainability strategy we detail how we will achieve this through three
key programmes:
1. Our landmark partnership with UNICEF
We are delighted to be working in collaboration with UNICEF to deliver
programmes that will have a positive impact on individuals and their
wider communities. We believe that education is a right for all children,
and we will look for every opportunity to advocate for this as our
partnership continues. We have agreed a five-year partnership with
UNICEF that will drive access to education in 13 of our 14 markets.
We signed the agreement on 27 October 2021 and, with UNICEF,
have developed a detailed plan to roll out the partnership programme.
The partnership is based around three pillars:
• advocacy and championing digital education for children
• the provision of accessible learning platforms
• connecting schools to the internet to enable digital learning.
In the six months since the partnership agreement was signed, each
of our markets has been involved in ‘co-creation’ workshops with
UNICEF to define how they can support the three activities, and the
work required. The markets then developed detailed country plans.
These have been assessed and refined and have been brought
together to create a phased continental implementation plan.
3. Adopting and supporting schools in every market to
bring them up to national standards
We have extended our existing programme of school adoption and will
report on the number of adopted schools in our Sustainability Report
later this year.
Education is the key to transforming
the future of Africa’s children. And
access to data and information is key
to education in some of the remotest
communities on the planet. That is
why our education-focused work on
the ground in each of our markets
and through our partnership with
UNICEF is so vital.
Olubayo Adekanmbi
Chief strategy, partnerships and sustainability officer
Airtel Africa plc Annual Report and Accounts 2022
51
Strategic reportOur sustainability strategy continued
This partnership reflects our
purpose of transforming lives
as we seek to invest in
children – the future of the
continent – as well as offer
them access to quality
educational content.
Olusegun Ogunsanya
Chief executive officer
Access to education in action
Our partnership
with UNICEF
We are delighted we have signed and
committed to a five-year partnership with
UNICEF that will fundamentally transform
access to quality education – and therefore
life opportunities – for thousands of children
across 13 of our 14 markets to 2027. We
are committing $57m financial and in-kind
contribution to UNICEF’s ‘Reimagine
Education’ initiative over the five years to
accelerate digital learning, a first for the
African private sector.
In the six months since the launch of our
sustainability strategy, we have been
working hard on identifying the needs of
more than 200 selected schools across
the 13 markets.
We have developed a continental rollout
plan in collaboration with UNICEF focused
on the needs of each of the markets and
aligned with their national curricula and their
readiness to engage with digital learning
programmes. Work has started on all three
pillars of the partnership, and we are on
track to hit our Year One target of providing
200,000 children with access to digital
learning solutions through connecting
schools and multi-media centres to the
internet and by providing zero-rated content
to students like Abubakar, pictured.
“Education is the right of every child.
It should be free and fair, with equal
access for girls and boys.”
Article 28, Convention on the Rights of the
Child, 1989
52
Airtel Africa plc Annual Report and Accounts 2022
Strategic reportThree pillars of our partnership with UNICEF
Championing digital
education
Accessible digital
educational content
Connecting schools
for digital learning
Our progress
Our stated target is to advocate for ambitious
policies and frameworks to ensure children’s
rights to education and to promote the tools
and platforms to keep them safe online, a key
part of our work with UNICEF.
In December 2021, our CEO, Segun
Ogunsanya, spoke at the RewirED Summit
in Dubai, a three-day event that brought
together the most influential global
stakeholders in education. The summit
was focused on the need for the global
community of policymakers, investors and
educators to explore new approaches to
tackling education challenges, particularly
in developing regions.
He also spoke at UNICEF’s first ever Global
Forum for Children and Youth, which brought
together leaders from the United Nations,
government, business, philanthropy and
civil society. The forum focused on the
acceleration of new solutions to create
change and mobilise resources to advance
child rights to meet the Sustainable
Development Goals by 2030. At the same
time, our OpCos in Gabon, the Democratic
Republic of the Congo and Nigeria took the
opportunity to announce the partnership at
national level and bring stakeholders to the
table to discuss the needs of children and
advance the right to education.
To further our advocacy, we have identified
key global and Africa-focused events for our
leadership to attend and, as part of every
country plan, we have developed an extensive
programme of engagement with national
political and funding stakeholders.
In addition to the advocacy work already
underway, we have a number of local
partnerships with UNICEF in place which
support and supplement the five-year
Group-level partnership. These include a
national programme in Kenya focused on
online safety for children.
Our progress
Our partnership with UNICEF is also focused
on providing learners with access to digital
educational content free of charge.
As part of the UNICEF-led 'co-creation'
workshops, each of our markets developed a
detailed roadmap for the rollout of zero-rated
content and identified government-supported
digital platforms. By 31 March 2022,
15 suitable platforms across seven of our
markets – Kenya, Madagascar, Malawi,
Nigeria, Rwanda, Tanzania and Uganda – had
been identified and approved. Also in March,
the Government of Nigeria, UNICEF, Airtel
Nigeria and other partners launched the
Nigeria Learning Passport (NLP), an online,
mobile and soon-to-be offline learning
platform that will provide continuous
education to three million learners in 2022
alone, and a total of 12 million by 2025*.
The provision of free digital content in these
markets began in May 2022. We will work
to accelerate the launch of government-
supported platforms in other markets, or
advocate their development where they do
not yet exist.
Our progress
UNICEF’s ‘GIGA’ initiative aims to connect
every school to the internet by 2050. Through
the partnership, we are supporting this
ambitious goal in 13 African markets.
We have agreed a phased approach to
delivering school connectivity and have
identified nine countries for the first phase of
the rollout: Democratic Republic of the Congo,
Republic of the Congo, Gabon, Kenya, Malawi,
Niger, Nigeria, Tanzania and Uganda. As of
31 March 2022, detailed programmes for
all nine countries were approved and will
contribute to our Year One targets of bringing
connectivity to over 250 primary and
secondary schools and 30 youth centres.
This will ensure that over 100,000 learners
and 1,000 teachers will have access to Airtel
Africa’s network.
We will work together to assess schools’
capacity and build capability among teachers
as part of the programme.
Over the course of our partnership with
UNICEF, we will collaborate with other
partners in our sector which share our values
to support our work and further increase
connectivity for learners across Africa.
* Source: https://african.business/2022/03/
apo-newsfeed/12-million-nigerian-students-to-
have-increased-access-to-education-through-
new-learning-passport/
Addressing the learning crisis in Africa is a priority
for UNICEF. This partnership is the first of its kind.
It builds on the expertise and footprint of our two
organisations to reach marginalised children with
digital learning opportunities. It also creates new
approaches to scalable and sustainable results.
Rania Dagash
Deputy Regional Director, UNICEF – Eastern and Southern Africa
Airtel Africa plc Annual Report and Accounts 2022
53
Strategic reportOur sustainability strategy continued
Pillar 4 – Our environment
Our progress
Our environmental stewardship goal is supported by three specific
targets:
• the elimination of hazardous waste from our operations by 2040
Our ambition is to address and
minimise the impact of our
operations on the environment.
SDG alignment
• the reduction in non-hazardous waste by 2025
• reduction in water consumption by 2030.
Between the launch of our sustainability strategy and 31 March 2022,
our focus has been on the reduction of our non-hazardous waste
through established internal processes. We have appointed
environmental officers in all our 14 markets, typically existing facilities
managers, so we embed responsible consumption into every aspect of
our offices and draw on an existing network of expertise. In February,
we provided training to all environmental officers and set targets
around reduction, recycling and reusing in support of the circular
economy. The training covered topics, including monitoring water
consumption, reducing electricity usage and responsible disposal of
waste. In addition, our environmental officers regularly sign up to UN
Global Compact’s circular economy training sessions where they learn
about global best practice in monitoring standards so they can apply
them to Airtel Africa’s facilities.
In line with our commitment, we have built on existing waste
management initiatives in our markets and have consolidated them
under a Group-wide initiative. We are working towards a robust
improvement plan for recycling and will report the improvements in
our first Sustainability Report later in 2022.
Reducing our paper and plastic waste through effective recycling is
particularly important. Therefore, we have carried out an internal
assessment to understand paper recycling facilities across all our
premises and, where needed, we have begun buying new recycling bins.
Currently each market is developing a ‘Green plan’ which will commit
them to initiatives to address the specific challenges they face. Once
completed and approved, these plans will be incorporated into our
Group-wide programmes to deliver our environmental goals.
TCFD disclosure
Airtel Africa is committed to transparency in our disclosure
and reporting of all sustainability-related data.
We’re also committed to analysing our climate-related risks and
readiness and to working towards achieving the 11 disclosure
recommendations of the Task Force for Climate-related Financial
Disclosure (TCFD). This is the very start of our sustainability journey.
It’s the right time to assess our current performance and establish a
programme to bring our disclosure to at least the level of our global
telecoms peers.
Governance
Disclose the organisation’s
governance around climate-related
risks and opportunities.
Risk management
Disclose how the organisation
identifies, assesses and manages
climate-related risks.
Strategy
Disclose the actual and potential
impacts of climate-related risks and
opportunities on the organisation’s
businesses, strategy and financial
planning where such information is
material.
Metrics and targets
Disclose the metrics and targets used
to assess and manage relevant
climate-related risks and opportunities
where such information is material.
In the six months from the launch of our sustainability strategy to
31 March 2022, we appointed the Carbon Trust to undertake a
thorough gap analysis. This assessed our current disclosure readiness
and maturity against the TCFD’s four thematic areas – governance,
strategy, risk management, and metrics and targets – as well as
against the 11 underlying recommendations. This is part of a wider
climate strategy project with the Carbon Trust to establish our carbon
accounting policy, define a credible carbon reduction programme and,
ultimately, deliver our long-term goal of carbon neutrality.
Our greenhouse gas reduction goal
Our ultimate goal is to achieve net zero greenhouse gas
(GHG) emissions ahead of 2050.
To achieve this we must fully identify, measure and reduce our GHG
emissions which can only be achieved in partnership with our peers
and the wider industry.
MATERIAL TOPIC: CLIMATE CHANGE
Our progress
Recognising the impact of the climate crisis on Africa, we acknowledge
the responsibility we have to limit our environmental impact. We are
focused on reducing our direct carbon emissions and are investigating
ways to optimise our operational energy efficiency. We fully support
the 2015 Paris Agreement to limit global temperature rises below
1.5°C, and the GSMA Task Force defining the emission reduction
pathway for the telecoms industry.
In the six months from the launch of our sustainability strategy, we
have been carrying out internal assessments, collecting data and
working with the Carbon Trust, the leading global environmental
consultancy, to evaluate our current Scope 1, 2 and 3 GHG emissions
and establish a carbon accounting policy, which will guide our
approach to carbon accounting and provide an overview of Scope 1, 2
and 3 emissions. It will allow us to accurately set our baseline emissions
ahead of target-setting. We have also carried out high-level analysis to
identify carbon hotspots in our operations and functions, which will be
focus points for our decarbonisation programme.
This is essential foundation work for our ‘pathway to net zero’ strategy,
which we will launch ahead of our first Sustainability Report, due to be
published later in 2022.
Responsible use of energy
In the United Kingdom, our energy consumption is approx. 22,000
kWh. As the energy consumption of the UK-incorporated entities in the
Group, excluding oversees subsidiaries, is less than 40,000kWh the
Company has relied on the exemption set out in paragraph 15(5) of
Schedule 7 of the Large and Medium-sized Companies and Groups
(Accounts and Reports) Regulations 2008/410.
Our environmental stewardship goal
Our goal is to eliminate hazardous waste from our
operations, significantly reduce our non-hazardous
waste and minimise our water consumption.
We will achieve this through programmes to replace damaging
materials, expand recycling schemes and build employees’ awareness
around protection of natural resources.
MATERIAL TOPIC: CIRCULAR ECONOMY
54
Airtel Africa plc Annual Report and Accounts 2022
Strategic reportThe Carbon Trust has completed the gap analysis based on a
thorough review of publicly available information, scrutiny of internal
documents and ongoing engagement with Airtel Africa to raise
questions. It scored our current performance against TCFD’s
11 recommendations, using a five-level scoring system: Good Practice,
High, Medium, Low, and No Disclosure. The resulting report shares
key findings and gives us priority recommendations for actions
and a detailed three-year roadmap to align our disclosure with the
TCFD’s recommendations.
Our pathway to TCFD-aligned reporting
To match the industry uptake of the TCFD and comply with mandatory requirements, we will be enhancing our reporting as outlined below:
Current status and roadmap
TCFD recommendations
Carbon Trust
gap analysis
Annual Report 2021/22
Annual Report 2022/23
Annual Report 2023/24
Page
Airtel Africa response
Governance
Describe the Board’s oversight of climate-
related risks and opportunities
Partial
Describe management’s role in assessing
and managing climate-related risks and
opportunities
Partial
Strategy
Describe the climate-related risks and
opportunities the organisation has
identified over the short-, medium-,
and long-term
Partial
Describe the impact of climate-related
risks and opportunities on the
organisation’s businesses, strategy,
and financial planning
Describe the resilience of the
organisation’s strategy, taking into
consideration different climate-related
scenarios, including a 2ºC or lower
scenario
Risk management
Describe the organisation’s processes
for identifying and assessing climate-
related risks
Describe the organisation’s processes
for managing climate-related risks
Describe how processes for identifying,
assessing, and managing climate-
related risks are integrated into the
organisation’s overall risk management
Metrics and targets
Disclose the metrics used by the
organisation to assess climate-related
risks and opportunities in line with its
strategy and risk management process
Disclose Scope 1, 2 and, if appropriate,
Scope 3 GHG emissions and the
related risks
Describe the targets used by the
organisation to manage climate-related
risks and opportunities and performance
against targets
No
No
Low
No
No
No
No
No
Disclosures now describe
CROs and the Board’s
oversight and
management’s role
Disclosure now describes
how the Board considers
climate-related issues
Set CRO review as a
recurring Board agenda
item (via Sustainability and
Audit and Risk Committee
reports)
Set CRO review as a
recurring Board agenda
item (via Sustainability
and Audit and Risk
Committee reports)
Process started to define
short-, medium- and
long-term time horizons and
ensure these are aligned
with our business, strategy,
and financial planning
Undertake full assessment
of the CROs to prioritise
based on likelihood, time
horizon, and magnitude of
impact (including scenario
analysis in this work)
Undertake and disclose
‘deep dives’ of prioritised
CROs to fully understand
financial, business and
strategy implications
Disclose how ‘deep dives’
inform formulation of
strategic and business
planning
Disclose the process for
identifying and assessing
climate-related risk
described
Ensure ongoing integration
of climate-related risk
considerations into overall
risk management activities
Develop processes to
monitor the emergence of
new CROs and ensure their
ongoing integration with
existing risk taxonomy –
disclose examples of how
processes have informed
decisions on mitigating
actions
56
57
58
Analysis of GHG emissions
for Scope 1, 2 and 3, and
pathway to net zero
currently ongoing
Measure and disclose
Scope 1, 2 and 3 emissions
and set science-based
reductions targets
Develop metrics and targets
linked to specific CROs
Disclose progress against
science-based targets
58
Airtel Africa plc Annual Report and Accounts 2022
55
Strategic reportOur sustainability strategy continued
Governance
Describe the Board’s oversight of climate-related risks
and opportunities
The Board has overall responsibility for the management of Airtel
Africa’s climate-related risks and opportunities (CROs). Our Board
maintains this oversight through two of its committees – the Audit and
Risk Committee and the Sustainability Committee. The Audit and Risk
Committee oversees our risk management processes, including the
assessment and mitigation of CROs. The Sustainability Committee,
meets monthly and is responsible for implementing our sustainability
strategy, including the climate response actions addressed within the
environment pillar of the strategy.
Our CEO currently chairs the Sustainability Committee and attends
every Audit and Risk Committee meeting and those of the Executive
Risk Committee (ERC). He provides a direct link to the management of
CROs as does our Board sustainability champion, Annika Poutiainen,
who also attends Board, Audit and Risk Committee and the
Sustainability Committee meetings. Annika reports to the Board on
the work of the Sustainability Committee and, together with the CEO,
supported by relevant members of the management team, will seek
approval for any actions.
Describe management’s role in assessing and managing
climate-related risks and opportunities
Through the ERC, management oversees our risk management
processes, including the assessment and development of mitigation
actions for CROs. The ERC meets on a quarterly basis. Our Executive
Committee (ExCo) ensures that our climate actions are integrated
into our operational business strategy. The two components of our
strategy towards CROs are environmental stewardship and reduction
in GHG emissions. In light of this two-pronged approach, our chief
technology officer and chief supply chain officer jointly lead the
‘Our environment’ pillar of our sustainability strategy.
Our materiality assessment shows that energy use from our data
centres, network operating centres and infrastructure sites constitute
a large percentage of the total energy consumption within our
business. So, our chief technology officer oversees our strategy to
bring energy-efficient initiatives into our core operational process.
A significant percentage of our infrastructure sites (93%) is owned by
tower companies (towercos) and we lease space from the towercos.
Our chief supply chain officer leads our efforts to generate climate
action from our towerco vendors to achieve energy efficiency and
reduce GHG emissions.
We have also appointed a chief strategy, partnerships and
sustainability officer to lead our climate actions and ensure a seamless
integration between our business strategy and climate response
actions. The chief strategy, partnerships and sustainability officer is
a member of the Group ExCo and reports to our CEO who chairs the
Sustainability Committee.
Airtel Africa plc Board
Overall responsibility for the management
of the Group’s climate-related risks
Board Committees
Audit and Risk Committee (ARC)
Oversees our risk management processes,
including the assessment and mitigation of
climate-related risks
Sustainability Committee
Responsible for the implementation of
our sustainability strategy, including climate
response actions within ‘Our environment’
sustainability pillar
Executive management
Executive Risk Committee (ERC)
Identifies, assesses and develops mitigation
actions for climate-related risks
Executive Committee (ExCo)
Ensures integration and implementation of
climate-related actions within functional strategy
and operating plans
Chief strategy, partnerships
and sustainability officer
Responsible for leading the implementation
of our sustainability strategy, including its
climate-related actions
56
Airtel Africa plc Annual Report and Accounts 2022
Strategic reportStrategy: risk and opportunities
Describe the climate-related risks and opportunities the organisation has identified over the short, medium, and long term
Category
Transition risks Customer pressure
Risk type
Physical risks
New regulations
Shareholder/stakeholder
advocacy
Reputation
Flooding attributed to rising
sea level or an increase
in rainfall
Extreme weather events,
such as tropical storms,
cyclones, typhons
Heat
Business disruptions
Opportunities
Enhanced market valuation
Access to capital
Cost efficiency
Reputation
Nature of impact
Revenue loss due to customers choosing more
environmentally conscious brands
Regulations and attendant penalties or carbon taxes could
adversely impact profitability
Lack of a credible action on climate change could result
in increased stakeholder advocacy negatively impacting
our operations
Damage to brand reputation arising from a perceived lack
of action on climate initiatives
Increase in frequency and severity of flooding attributed to
rising sea level and/or increases in rainfall could damage
company infrastructure
Increase in the frequency and severity of extreme weather
events could result in damage to company infrastructure
Increase in extreme heat events and days could increase
cooling requirements and costs and negatively affect
company infrastructure
Loss of revenue and productivity due to business
disruptions attributed to climate-related physical events
Improved ESG performance will have a positive effect on
share price performance and investor perception
Increased access to and lower cost of sustainable financing
options
Adopting energy efficient methods and cheaper
environmentally friendly business processes will improve
cost efficiencies
Improved company reputation will help us to attract and
retain customers and employees
Planning horizon
Medium (five years)
Medium
Short (three years)
Short
Long (ten+ years)
Long
Long
Long
Short
Short
Medium
Medium
Describe the impact of climate-related risks and
opportunities on the organisation’s businesses, strategy
and financial planning
During the financial year, we revised our “Win with” strategy to embed
sustainability as a key enabler of each of the strategic pillars. This
reflects our ambition to deliver profitable growth in the long-term by
integrating sustainability into the core of our business strategy (see
pages 43-58). ‘Our environment’ pillar, encompassing climate risks
and opportunities, is one of the four pillars of our recently published
sustainability strategy. This highlights our focus on environmental
stewardship and our ambition to achieve net zero within our
operations. See pages 31-42 for more information about our strategy.
This financial year we completed a climate risk assessment. This
identifies both transition and physical risks which could affect our
business in the short to long terms. We also considered each CRO
within our business, strategy, and financial planning horizons. See table
on page 57 for time horizons for each of the CROs.
Our current impact assessment of CROs is qualitative. We haven’t yet
completed a CRO impact quantification, scenario analysis or testing
for strategy resilience. We plan to integrate this into our sustainability
reporting as we adopt a systematic and structured approach for
identifying, assessing, and monitoring CROs. Our risk assessment has
already identified mitigation actions which are being integrated into
our operational strategy.
For example, in addressing transition risks in relation to stakeholder
expectations, we’ve started work with the Carbon Trust to accurately
capture and report all GHG emissions within our operations, including
our supply chain.
In parallel, Airtel Africa has joined industry initiatives, such the GSMA
Climate Action Taskforce and the Carbon Disclosure Project to work
with industry peers to find common solutions to address the climate
crisis. We’ve started an industry-leading approach to meet the
challenges of creating a credible carbon reduction plan without a
viable industry-wide solution to diesel powered towers, and the
reporting and accounting of emissions from leased towers. Our aim
is to find and agree a common industry approach to ensure credible
long-term decarbonisation plans and targets.
Describe the resilience of the organisation’s strategy,
taking into consideration different climate-related
scenarios, including a 2OC or lower scenario
Following the Group’s risk assessment on its CROs in line with the
TCFD’s recommendations, we have initiated a scenario analysis for
the identified climate risks (physical and transition) and opportunities
which we expect to report in the Annual Report 2022/23. The
outcome of the scenario analysis exercise will improve the Group’s
resilience and preparedness to address climate risks in a varying range
of possible outcomes.
Airtel Africa plc Annual Report and Accounts 2022
57
Strategic reportOur sustainability strategy continued
Risk management
Describe the organisation’s processes for identifying and
assessing climate-related risks
We have a robust enterprise risk management process which is
uniformly implemented across all our operating subsidiaries. Our
process for identifying and assessing climate-related risks follows our
established risk management framework. The classification of climate
risk has been completed using the TCFD’s recommendations around
physical and transition risks. See page 80 for details of our enterprise
risk management framework.
As climate change has been recognised by the Board as an emerging
risk, this receives the ongoing attention of the ERC and the Audit
and Risk Committee as part of our risk review process. We mitigate
physical climate risks through our business continuity management
processes, as well as the current initiatives to address transition risks
detailed within the environment pillar of our sustainability strategy.
Describe the organisation’s processes for managing
climate-related risks
The ERC assess and mitigate climate-related risks, with oversight
by the Board through the Audit and Risk Committee. Our Board’s
Sustainability Committee also oversees the implementation of
our sustainability strategy, including climate-related actions and
programmes related to our environmental objectives. We have also
appointed a chief strategy, partnerships and sustainability officer,
a member of our executive management team, who is primarily
responsible for the design and implementation of our climate
response actions.
Describe how processes for identifying, assessing and
managing climate-related risks are integrated into the
organisation’s overall risk management
We have identified and assessed our climate-related risks based on
likelihood and impact and are developing appropriate quantitative
metrics for measuring and tracking the climate impact of our
operations. Determining current baseline metrics will allow us to carry
out scenario analysis to guide our climate action plan and monitor and
report on ongoing processes. We intend to publish our pathway to net
zero later this year, when we’ll provide data on our GHG emissions
baseline, pathway to net zero and scenario analysis in line with the
TCFD recommendations.
Airtel Africa plc has complied with the requirements
of LR 9.8.6R by including climate-related financial
disclosures consistent with the TCFD
recommendations and recommended disclosures
except for the following metrics and targets.
Metrics and targets
While we’re gathering data for our Scope 1, 2 and 3 GHG emissions,
we’re not ready to disclose these and we haven’t yet developed
decarbonisation targets. In due course, we will set science-based
reduction targets for all emission scopes. This work is already
underway, and we’ll disclose our benchmark Scope 1, 2 and 3
emissions when we publish our pathway to net zero programme
ahead of our first Sustainability Report later this year.
We have established sustainability KPIs but haven’t yet developed
specific metrics to monitor and manage CROs.
Members of our ExCo are financially incentivised to reduce our
company’s carbon footprint, and our incentive plan includes
performance against achievement of our CROs as part of our broader
sustainability strategy.
We have started the process to disclose current and planned
workstreams for the next reporting cycle (Scope 1, 2 and 3 and SBTi).
We have made our first climate-related financial disclosures consistent
with the TCFD recommendations in compliance with the requirements
of LR 9.8.6R.
58
Airtel Africa plc Annual Report and Accounts 2022
Strategic reportCorporate social responsibility
Giving back to the
communities where
we live and work.
Everyone at Airtel Africa feels strongly about
supporting projects and activities that make a real
difference to the lives of some of the most vulnerable
and underserved people on the continent.
Alongside the transformational impact we make through our business
and its embedded sustainability strategy (see pages 44-58), we’ve
long been committed to giving back to the communities in which we
operate by partnering with governments and non-governmental
organisations (NGOs), and by reaching out directly to individuals
and communities to address some of the socio-economic and
environmental challenges that face the people around us.
As well as our corporate donations in cash or kind, employees
volunteer and offer support in a wide range of community
programmes – because this is who we are as a team, and as Airtel
Africa people. Our Group-wide approach to key community activities
focuses on three main areas: education, health and wellbeing, and
disaster relief.
Focus on education
We’ve been committed to supporting education in our communities
for many years, because supporting child growth, development and
wellbeing is important to everyone at Airtel Africa, and we know that
education is a powerful tool for breaking the cycle of poverty and
one of the best ways to close gaps in social inequality. It is also an
important driver of wider economic prosperity: according to UNICEF,
on average, one additional year of education can increase an
individual’s earnings by 10%. Girls’ education has a particular benefit,
to individuals and to future generations – children of educated mothers
are much more likely to go to school than children of mothers with little
or no education.
Our commitment to education is reflected in the fact that it is a
prominent goal of our sustainability strategy, and our partnership with
UNICEF, to enhance digital inclusion, especially for less privileged
children in hard-to-reach locations, is described on pages 52-53.
Examples of our other education projects are described on page 60.
$2.2m
total CSR expense in 2021/22
Focus on health and wellbeing,
and helping out in emergencies
The continuing Covid-19 pandemic has shown how challenging it
can be to access healthcare. Since the pandemic began, we’ve
been donating healthcare equipment to support governments and
communities, and set up call centres in many markets to help health
and security agencies deal with the crisis.
In June 2021, for example, we donated $75,000 to the Nigeria Primary
Healthcare Development Agency to support the rollout of Covid-19
vaccines in Nigeria.
In Madagascar, we donated oxygen oncentrators worth $11,500
to the Covid-19 Treatment Centre, and paid $2,000 for PPE for health
personnel in three public hospitals in Antananarivo. In Uganda, we
donated four 10-litre oxygen concentrators to Bukwo General
Hospital, Kampala.
And in Niger we provided support worth 65,000,000 FCFA
(equivalent to $100,000) to the government as part of the fight
against the pandemic. Other examples of our support can be found
on pages 60-61.
• By 2055 Africa will be home
to one billion children under
the age of 18, making Africa’s
child population larger than
that of any other continent
• Youth unemployment rates
are on average 54%, rising
to 70% in some countries
• School closures during the
Covid-19 pandemic have
affected around 250 million
students in sub-Saharan
Africa, and learning
completely stopped for
most of them
• A total of 81 million children
were already out of school in
sub-Saharan Africa before
the pandemic
• 87% of children in sub-
Saharan Africa were unable
to read a simple paragraph by
the age of 10 before the
pandemic
Source: UNICEF
“The philosophy behind our social investments
is underpinned by the hope of goodness
begetting greatness. We support our
communities in the firm belief that being a
good corporate organisation of good people
will ultimately translate to greatness, and love
for and loyalty to our company and brand by
the people we serve and support.”
Emeka Oparah
Vice president, Communications and CSR
Airtel Africa plc Annual Report and Accounts 2022
59
Strategic reportCorporate social responsibility continued
Focus on education spotlight
Kazipower – ‘Girl power’ – in Zambia
In 2021, Airtel Zambia partnered with the
SMART Zambia Institute to provide digital
skills training to school-aged girls in a new
project called ‘Kazipower’ – Girls in ICT.
The partnership was part of the Digital
Transformation Centre’s initiative launched
by the International Telecommunication
Union (ITU), the United Nation’s agency for
ICT, alongside digital communications and
technology firm, Cisco. The project aims
to support countries in developing digital
skills, focusing on underprivileged and
marginalised communities.
In Zambia, 150 girls from underprivileged
secondary schools in three provinces
received six months of ICT training
designed to help them pursue careers in
Science, Technology, Engineering and
Mathematics (STEM). The top-performing
16 girls went on to receive job-shadowing
opportunities at Airtel Zambia, working
with dedicated mentors from our staff.
Focus on education spotlight
Supporting graduates in Niger
There’s no substitute for experience when
it comes to successful job applications –
so our Niger office decided to encourage
graduates from the community by offering
a one-year internship to strengthen their
skills and employability in our operations.
Launched in April 2021, the scheme saw
35 graduates join our teams, supported by
Niger’s National Agency of Employment.
They were given the chance to see at first
hand how a business like ours operates,
while learning the skills required to work
in our offices and in the field. Three
graduates have already been taken on by
Airtel Niger as a result of the programme.
Focus on health and wellbeing spotlight
A better future for mothers and babies in Uganda
Childbirth should be safer for mothers
and babies – which is why, in July 2021,
we donated mobile ultrasound scan
devices to the maternity health facility at
the Bukwo General Hospital in Eastern
Uganda, and provided training to
midwives through the ‘Safe Motherhood’
programme.
We believe the UN target is achievable
if we all set out to provide accessible,
affordable quality health services,
especially to marginalised communities.
The Airtel Safe Motherhood programme
has sponsored two midwives from Bukwo
General Hospital to undertake practical
training in obstetric ultrasound services,
which means they can now offer obstetric
ultrasound care to the expectant mothers
and follow up with primary care. More than
1,300 mothers have now had access to
the mobile ultrasound scan service
through the Airtel ‘Safe Motherhood’
programme.
Uganda’s Bureau of Standards estimates
that in Uganda mortality ratio, the annual
number of deaths of women from
pregnancy-related causes per 100,000 live
births, stands at 343 – significantly higher
than the UN target of reducing maternal
mortality below 70 deaths per 100,000.
60
Airtel Africa plc Annual Report and Accounts 2022
Strategic reportFocus on health and wellbeing spotlight
Supporting our communities in Malawi
This year Airtel Malawi made donations
around K25m towards the education and
health sectors initiatives.
Also, around the same time, our Airtel
Malawi employees raised K10m (Malawian
kwacha) and, in partnership with Onjezani
Kenani’s Private Citizens Initiative,
supported Chiradzulu District Hospital in
Blantyre by donating this sum towards
construction of a solar powered water
supply solution as part of #BeSmartBeSafe
initiative.
We partnered with the Ministry of Gender
and donated Perkins Braille machines,
Braille hand-frames, styli and embossed
papers valued at K15m to various schools
to assist students with visual challenges.
The handover took place on 15 July, 2021
at Capital Hill in Lilongwe.
Focus on disaster relief spotlight
Goma’s Nyiragongo volcano programme in the DRC
The eruption of the 11,500-foot-high volcano
Nyiragongo in May 2021 and resulting
earthquakes killed at least 32 people and
destroyed more than 3,600 homes, public
buildings, schools and health structures.
Over 20,000 people were made homeless,
around 400,000 were displaced, and
businesses were closed for a week.
As part of our response to the emergency,
Airtel Africa provided drinking water to
displaced people in need and donated a daily
allowance of free voice and data for people in
Goma for several weeks. At the same time, we
entered a two-year partnership with the OVG,
giving them free internet to allow them to
monitor the activities of the volcano, and
supported the installation of 16 seismic
probes and their required data connection.
After the eruption it emerged that the
Observatoire Volcanologique De Goma (OVG)
had been without internet access to monitor
seismic activities for six months, due to lack
of funding.
Focus on disaster relief spotlight
Empowering refugees through financial
inclusion in Uganda
Inclusion in the digital economy and
financial ecosystem is important for
everyone – and particularly for refugees
seeking to support themselves in new
places. According to United Nations
figures, Uganda is Africa’s largest refugee
host, with 1.1 million evacuees calling it
their new home. In the Adjumani and
Yumbe districts in West Nile, at least half
of the population are refugees.
communities of Uganda, bringing them
online with the offer of access to financial
services and collaborating with the United
Nations Capital Development Fund
(UNCDF) to boost mobile money and
bridge the digital finance divide.
The area is served by 115 of our
distribution agents and 32 franchise
partners, creating jobs for some former
refugees, including eight who joined our
distribution network in 2021/22. At the
last count, more than 25,000 refugees in
Adjumani and Yumbe districts had been
empowered with mobile phones, SIM
cards and financial services.
Airtel Uganda has been supporting this
new population for some years, including
through our telecoms masts in the Bidi Bidi
and Palabek Refugee centres. Now we’re
reaching out to the ‘unbanked’ refugee
Airtel Africa plc Annual Report and Accounts 2022
61
Strategic reportBusiness review
Nigeria
Nigeria is a country
where demand for data
and mobile services is
strong and growing
stronger, and where
the government
continues to see digital
entrepreneurship as
an engine of economic
progress. We aim to
support our customers
through this
transformation.
Surendran Chemmenkotil
MD & CEO, Airtel Nigeria
Other market participants
MTN
Globacom
9 Mobile
MAFAB Communications
(successfully bid for the 5G spectrum)
Partnering our customers on
the journey to a digital future.
Underlying revenue
Underlying EBITDA
Operating profit
ARPU
$1,878m
$1,037m
$769m
$3.8
Reported currency 21.0%
Constant currency 27.7%
Reported currency 23.6%
Constant currency 30.4%
Reported currency 27.8%
Constant currency 34.8%
Reported currency 26.1%
Constant currency 33.0%
Underlying revenue ($m)
Revenue split
FY’22
FY’21
1,878
27.7%
1,552
21.9%
Growth % in constant currency
Others
8%
Underlying EBITDA ($m)
1,037
55.2%*
Data
39%
Voice
53%
FY’22
FY’21
839
54.1%*
* Underlying EBITDA margin
Summarised statement of operations
Year ended
Description
Revenue
Voice revenue1
Data revenue
Other revenue1
Underlying EBITDA
Underlying EBITDA margin
Unit of measure
$m
$m
$m
$m
$m
%
Mar-22
1,878
985
734
159
1,037
55.2%
Reported
currency
change %
Constant
currency
change %
21.0%
9.8%
33.7%
50.0%
23.6%
27.7%
15.9%
41.1%
58.2%
30.4%
Mar-21
1,552
897
549
106
839
54.1% 115 bps
114 bps
Depreciation and amortisation $m
(268)
(236)
13.2%
19.5%
Operating exceptional items
Operating profit
Capex
Operating free cash flow
Operating KPIs
ARPU
Total customer base
Data customer base
$m
$m
$m
$m
$
million
million
–
769
251
786
3.8
44.4
20.3
–
34.8%
(8.8%)
50.7%
33.0%
–
602
275
564
3.0
42.0
17.7
–
27.8%
(8.8%)
39.3%
26.1%
5.8%
14.9%
1 Voice revenue includes inter-segment revenue of $1m and other revenue includes inter-segment revenue of
$2m in the year ended 31 March 2022. Excluding inter-segment revenue, voice revenue was $984m and other
revenue was $157m in the year ended 31 March 2022
62
Airtel Africa plc Annual Report and Accounts 2022
Strategic reportData revenue grew by 41.1% in constant currency, driven by data
customer base growth of 14.9% and data ARPU growth of 37.6%,
led by growth in data usage per customer to 4.0 GB per month (from
2.8 GB in the prior year). Our continued 4G network expansion and
increased smartphone penetration has supported data usage
growth. Almost 99% of our sites in Nigeria are now delivering 4G, and
smartphone penetration of our customers has increased by almost
1 percentage point. Data revenue accounted for 39.1% of total
revenue in Nigeria in the year, up by 3.7% on the prior year. For Q4’22,
43.6% of our data customer base were 4G users, contributing to
76.0% of total data usage. Data usage per customer reached 4.2 GB
per month and 4G data usage per customer reached 6.5 GB per
month, a significant increase on the 4.6 GB usage per customer per
month of Q4’21.
Other revenue grew by 58.2%, with the main contribution coming
from the growth in value added services revenue, led by airtime
credit services.
Underlying EBITDA was $1,037m, growing by 23.6% in reported
currency and representing constant currency growth of 30.4%.
Underlying EBITDA margin improved to 55.2%, an increase of
115 basis points in reported currency and 114 basis points in constant
currency, as a result of improvements in operational efficiency.
Operating free cash flow was $786m, up by 50.7% in constant
currency, due to the expansion of underlying EBITDA.
Transforming lives spotlight
Harnessing entrepreneurship, creating value
Adeleye Adetimilehin typifies the entrepreneurial spirit on which
our distribution network depends – as well as the positive
economic impact our business can have in our communities.
Made redundant from his last job but determined to support
his family, Mr. Adetimilehin enrolled as a freelance Airtel Field
Sales Agent in 2016. His performance quickly earned him an
accreditation as an Airtel SIM distributor, operating in Benin
city, Edo State. Focusing only on subscriber acquisition,
Mr. Adetimilehin made rapid progress and set up his own
company, Aleyetonto Nigeria Ltd, which deals exclusively with
Airtel Africa business – and by December 2021 he controlled
10 Airtel Africa shops, employed 18 people and grossed around
N100m (over $200,000) monthly, activating an average of
20,000 new subscriptions through his network each month.
Inspired by our ‘Touching lives’ programme, Mr. Adetimilehin
has also developed his own ways to give back to the
community, supporting widows, youths and vulnerable
people in his area.
Our market
Nigeria is Airtel Africa’s largest single country market, with a growing
population of more than 210 million people, more than half of whom
are under 30 years old. It is a country where demand for data and
mobile services is strong and growing stronger, and where the
government continues to see digital entrepreneurship as an engine
of economic progress.
We aim to join with and support our customers through this
transformation, and this year we’ve made further investments in
network upgrades to boost capacity and reinforce resilience. At the
same time we’ve continued to expand our distribution network, while
developing our offer to customers. We’re also helping people move
along the ladder from 2G to 3G to 4G: in particular, we’ve expanded
our 4G footprint by 34.2% to reach more communities to support
digital transformation and drive economic empowerment.
This year has seen us create centres where new customers can get
SIM registrations and register under the National Identity Number
(NIN) regulations introduced in December 2020. As of April 2022, we
had collated NIN information for 35.9 million of our active customer
base. This supported the government’s implementation of the
scheme while easing the delay in registration that many customers
experienced in FY’21. In April 2022, we were also notified that all SIMs
that had not been linked to a NIN would have outgoing voice calls
barred with immediate effect. Subscribers can still link their SIMs to
their NINs in order that these restrictions can be lifted. Outgoing voice
revenues for active subscribers who have not yet linked their NIN with
their SIM amount to around 7% of our total revenues from Nigeria. We
continue to work closely with the regulator and will make every effort
to minimise disruption and ensure customers benefit from full service
connectivity as soon as possible.
We’re also developing our mobile money offer. In April 2022, Airtel
Africa received final approval from the Central Bank of Nigeria (CBN)
to offer services under a super-agent licence and under a Payment
Service Bank (PSB) licence. This follows the issue by the Central Bank
of Nigeria of the approval in principle in respect of the two licences in
November 2021. We are getting ready to launch both services as
guided by the Central Bank, allowing Airtel Africa to create an agency
network to serve the customers of licensed Nigerian banks, payment
service banks, and licensed mobile money operators in Nigeria, as
described on page 23.
There have been challenges at times during the year. The Covid-19
pandemic has continued to have an impact on customers and
communities, with lockdowns in some regions. We’ve also closely
monitored Nigeria’s foreign exchange situation: our analysis of foreign
exchange risk is described on page 85. Overall, however, this has been
another year of growth, with our customer base growing by 5.8%, and
revenues by 27.7% in constant currency.
Our performance
Reported currency revenue grew by 21.0% to $1,878m with constant
currency growth of 27.7%. The differential in growth rates was due
to devaluation of the Nigerian naira by 5.6%. The constant currency
revenue growth of 27.7% was driven by both customer base growth
of 5.8% and ARPU growth of 33.0% largely driven by higher data and
voice usage.
Voice revenue grew by 15.9%, driven by an increase in voice usage per
customer of 20.8% which led to an ARPU increase of 20.7%. Customer
base growth was affected by the NIN-SIM linkage regulations in
Nigeria during the first half of the year but returned to growth, adding
4 million customers in the second half of the year, achieving net growth
of 2.4 million customers over the full year. The number of regulatory
approved outlets expanded to over 19,100 as of 31 March 2022.
Airtel Africa plc Annual Report and Accounts 2022
63
Strategic reportBusiness review continued
East Africa
Connecting millions more
customers to digital opportunity.
Underlying revenue
Underlying EBITDA
Operating profit
ARPU
$1,717m
$848m
$576m
$2.5
Reported currency 24.3%
Constant currency 22.7%
Reported currency 34.4%
Constant currency 31.6%
Reported currency 41.0%
Constant currency 36.8%
Reported currency 12.2%
Constant currency 10.7%
Underlying revenue ($m)
Revenue split
FY’22
FY’21
1,717
22.7%
1,381
23.5%
Growth % in constant currency
Underlying EBITDA ($m)
FY’22
FY’21
848
49.4%*
631
45.7%*
* Underlying EBITDA margin
Summarised statement of operations
Description
Revenue2
Voice revenue3
Data revenue
Mobile money revenue4
Other revenue3
Underlying EBITDA
Underlying EBITDA margin
Unit of measure
$m
$m
$m
$m
$m
$m
%
Depreciation and amortisation $m
Operating exceptional items5
Operating profit
Capex
Operating free cash flow
Operating KPIs
ARPU
Total customer base
Data customer base
$m
$m
$m
$m
$
million
million
Mobile money customer base million
Others
3%
Voice
46%
Mobile
Money
24%
Data
27%
Revenue contribution of others includes eliminations
Year ended
Mar-22
1,717
Mar-21
1,381
783
457
411
152
848
650
354
291
150
631
Reported
currency
change %
Constant
currency
change %
24.3%
20.3%
29.1%
41.5%
1.1%
34.4%
22.7%
19.2%
27.4%
37.1%
1.6%
31.6%
49.4%
45.7% 369 bps
331 bps
(240)
(32)
576
271
577
2.5
57.2
18.3
21.7
(221)
8.7%
7.9%
–
36.8%
8.8%
46.8%
10.7%
–
408
249
382
2.3
53.1
16.2
18.0
–
41.0%
8.8%
51.1%
12.2%
7.8%
12.9%
20.5%
1 The East Africa business region includes Kenya, Malawi, Rwanda, Tanzania, Uganda and Zambia
2 Revenue includes intra-segment eliminations of $85m for the year ended 31 March 2022 and $64m for the
prior period
3 Voice revenue includes inter-segment revenue of $1m and other revenue includes inter-segment revenue of
$6m in the year ended 31 March 2022. Excluding inter-segment revenue, voice revenue was $782m and other
revenue was $146m in the year ended 31 March 2022
4 Mobile money revenue post intra-segment eliminations with mobile services was $326m for the year ended
31 March 2022 and $227m for the prior period
5 Operating exceptional items of $32m in the year ended 31 March 2022 consist of $12m provision for expected
settlement of a contractual dispute in which one of Group’s subsidiaries is a party and $20m cost of settlement
of agreed historical spectrum fees in one of the Group’s subsidiaries
For the 215 million
people in our region,
our products and
services are a gateway
to financial and
digital opportunity.
Our strategy is simple:
to connect the
unconnected and
unlock commercial
and digital benefits
for our customers,
their communities,
and our business.
Ian Ferrao
Regional director, East Africa
Other market participants
Kenya: Safaricom and Telkom
Malawi: TNM
Rwanda: MTN
Tanzania: Vodacom, Tigo, Halotel and TTCL
Uganda: MTN, UTL and Africell
Zambia: MTN and Zamtel
64
Airtel Africa plc Annual Report and Accounts 2022
Strategic reportOur market
Our six markets in East Africa include the fastest-growing economies
in the continent, as well as some of the world’s youngest populations.
For the 215 million* people in our region, our products and services are
a gateway to financial and digital opportunity.
Our strategy is simple: to connect the unconnected and unlock
commercial and digital benefits for our customers, their communities,
and our business. This year we have continued to improve our
network, simplify our products and increase customer touchpoints
for our services. We grew from 53.1 million customers to nearly
57.2 million, and our services are now accessible in more households
across East Africa, a reach that we aim to continually expand.
To strengthen our network we deployed over 1,400 sites and grown
our base of 4G sites by nearly 30%, resulting in data usage growth of
47.4%. We simplified our product portfolio and diversified customer
touchpoints to Airtel App, USSD and Airtel shops. Furthermore, in
order to strengthen our product offerings, we have continued to build
strong partnerships with SMEs, banks, merchants, startups and
governments across our markets.
Distribution is a critical level in our business. This year, we grew our
kiosks, mini-shops and Airtel Money branches (AMBs) by nearly 20%
as we strive to ensure that our products and services are available
where our customers live, work and play.
Airtel Money continues to remain a key business enabler for individuals
and SMEs in our markets. This year our active Airtel Money customer
base crossed the 20 million mark which is a testament to our relentless
focus on building products that meet customer needs. Our goal
remains to become the transactional platform for households and
SMEs through solving the financial barriers that customers face.
In our efforts to run an asset-light and agile business, we have closed
tower sales in five out of six of markets over the last five years.
Recently, we closed tower sale deals in Tanzania and Malawi.
The Covid-19 pandemic continued to affect people and communities,
an intermittent curfew and some disruption to supply chains created
headwinds for our business. Despite this, we were able to deliver
another year of growth while maintaining Covid-19 protocols to protect
our people and our customers, and supporting local campaigns to
support affected communities.
Our performance
East Africa revenue in reported currency grew by 24.3% to $1,717m
with constant currency revenue growth of 22.7%. This growth was
delivered across all key services; voice revenue grew by 19.2%, data
revenue by 27.4% and mobile money revenue by 37.1% in constant
currency. Reported currency revenue growth was slightly higher than
constant currency rates due to currency appreciation in the Ugandan
shilling and Zambian kwacha, partially offset by currency devaluation in
the Malawian kwacha.
Voice revenue grew by 19.2%, driven by both customer base growth
of 7.8% and voice ARPU growth of 7.5%. The customer base growth
was largely driven by expansion of both network coverage and the
distribution network. Voice usage per customer increased by 5.8%
to 349 minutes per customer per month, thereby driving voice ARPU
growth of 7.5%.
Data revenue grew by 27.4%, largely driven by data customer base
growth of 12.9% and data ARPU growth of 5.6%. We continued to
invest in our network and expanded our 4G network infrastructure
which helped us to grow both data usage and the data customer base.
The data customer base increased 12.9% to 18.3 million, with 4G
customers accounting for 40.5% of our total data customer base and
contribute 60.2% of total data usage. 85.8% of our total sites are now
on 4G, compared with 76.4% at the end of the prior year. Data usage
per customer reached 3.3 GB per customer per month, up by 22.1%
Mobile money revenue was up by 37.1%, largely driven by growth in
Zambia, Uganda and Malawi. The mobile money customer base grew
by 20.5% and mobile money ARPU increased by 14.5%, due largely
to expansion of our distribution network. The transaction value per
customer reached $183 per customer per month, up by 16.0% from
$153 per customer per month in the prior year. The slowdown in
mobile money revenue growth was due to implementation of
additional levies by the Government of Tanzania on mobile money
withdrawal and P2P transactions from July 2021, which were
subsequently revised downwards in early September 2021.
The underlying EBITDA margin reached 49.4%, an improvement of
331 basis points in constant currency, as a result of strong revenue
growth and improvements in operating efficiency.
Operating free cash flow was $577m, up by 46.8% in constant
currency, due largely to the expansion of underlying EBITDA.
Source: World Bank report (2021)
Airtel Africa plc Annual Report and Accounts 2022
65
Strategic reportBusiness review continued
Francophone Africa
Airtel Africa has a
critical role to play in
building opportunity
and a sustainable
future in Francophone
Africa. Even in our
most economically
challenged markets,
affordable, fast and
reliable connectivity
and mobile financial
services are essential
for growth.
Michael Foley
Regional director, Francophone Africa
Other market participants
Chad: Maroc, Sotel
The Democratic Republic of the Congo:
Vodacom, Orange and Africell
Gabon: Moov (Maroc Telecom)
Madagascar: Orange and Telma
Niger: Zamani, Moov (Maroc Telecom),
Niger Telecom
Republic of the Congo: MTN
The Seychelles: Cable & Wireless and
Intelvision
Growing sustainably
through strong networks
and great distribution.
Underlying revenue
Underlying EBITDA
Operating profit
ARPU
$1,131m
$464m
$261m
$3.7
Reported currency 17.2%
Constant currency 17.2%
Reported currency 27.6%
Constant currency 27.7%
Reported currency 53.7%
Constant currency 54.6%
Reported currency (1.9%)
Constant currency (1.9%)
Underlying revenue ($m)
Revenue split
FY’22
FY’21
Growth % in constant currency
1,131
17.2%
964
10.0%
Others
5%
Mobile
Money
13%
Underlying EBITDA ($m)
FY’22
FY’21
464
41.0%*
364
37.7%*
Data
29%
Voice
53%
* Underlying EBITDA margin
Summarised statement of operations
Description
Unit of measure
Underlying revenue2
Voice revenue3
Data revenue
Mobile money revenue4
Other revenue3
Underlying EBITDA
Underlying EBITDA margin
$m
$m
$m
$m
$m
$m
%
Revenue contribution of others includes eliminations
Year ended
Mar-22
1,131
594
334
142
104
464
Mar-21
964
541
254
110
96
364
Reported
currency
change %
Constant
currency
change %
17.2%
9.9%
31.5%
29.0%
8.9%
27.6%
17.2%
10.0%
31.0%
29.6%
8.3%
27.7%
41.0%
37.7% 332 bps
337 bps
Depreciation and amortisation $m
(203)
(207)
(2.0%)
(2.1%)
Operating exceptional items5
Operating profit
Capex
Operating free cash flow
Operating KPIs
ARPU
Total customer base
Data customer base
$m
$m
$m
$m
$
million
million
Mobile money customer base million
0
261
125
339
3.7
26.8
8.2
4.4
14
170
88
276
3.8
23.1
6.7
3.6
–
53.7%
42.0%
23.0%
–
54.6%
42.0%
23.1%
(1.9%)
(1.9%)
15.9%
21.3%
21.8%
1 The Francophone Africa business region includes Chad, Democratic Republic of the Congo, Gabon,
Madagascar, Niger, Republic of the Congo, and the Seychelles
2 Underlying revenue includes intra-segment eliminations of $44m for the year ended 31 March 2022 and $36m
for the prior period. It also excludes one-time exceptional revenue of $20m relating to a settlement in Niger in
the year ended 31 March 2021
3 Voice revenue includes inter-segment revenue of $2m in the year ended 31 March 2022. Excluding inter-
segment revenue, voice revenue was $592m in the year ended 31 March 2022
4 Mobile money revenue post intra-segment eliminations with mobile services was $98m in the year ended
31 March 2022 and $74m in the prior period
5 Operating exceptional items in prior period includes exceptional revenue relating to a one-time settlement in
Niger for $20m partially offset by one-off cost of $6m in Francophone Africa
66
Airtel Africa plc Annual Report and Accounts 2022
Strategic reportMobile money revenue grew by 29.6% in constant currency, driven by
both customer base growth of 21.8% and mobile money ARPU growth
of 5.2%. The mobile money ARPU growth was driven by an increase
in the transaction value per customer of 8.3%, now at $422 per
customer per month. Expansions of our exclusive distribution network
and the number of agents helped us to grow the mobile money
customer base by 21.8%.
Underlying EBITDA grew by 27.6% with a margin of 41.0%, an
improvement of 332 basis points in reported currency and 337 basis
points in constant currency. This underlying EBITDA growth was
driven by both revenue growth and increased efficiency in
operating expenses.
Operating free cash flow was $339m, up 23.1% in constant currency,
due to the expansion in underlying EBITDA.
* Source: World Bank report (2021)
Transforming lives spotlight
Driving digital, financial and social inclusion by
empowering disabled people in Madagascar
Claude Rasolonjanahary, better known by the name ‘Bonne
Réflexion’, has been working with Airtel Africa as an exclusive
retailer for over ten years. Based in Antsirabe, Madagascar,
he helps us serve our customers by selling SIM cards and
recharges and handling Airtel Money transactions from his
Airtel Africa kiosk.
Claude, who has a mobility impairment, uses his income from his
work for us to support his wife, who is blind, and their son.
‘Bonne Réflexion’ said: “Thanks to Airtel Africa, I have a decent
job to support my family, and am empowered to contribute to
my community”.
Our market
Across all our businesses, usage has increased materially, showing
how fast the communities we serve are digitising and embracing
mobile services. Our customer base grew by 15.9%, data users grew
by 21.3%, and mobile money users grew by 21.8%.
The continuing demand for our services is clear. More than 170 million
people live in our Francophone Africa segment*, which is made up of
Chad, Democratic Republic of the Congo, Gabon, Madagascar, Niger,
Republic of the Congo, and the Seychelles. Currently only around 58%
of this population*, which has a median age of 16.2*, is reached by
mobile services. That means there’s a great opportunity to expand
network coverage, win more customers, and help drive local
economies by increasing people’s access to the digital economy
and finance services.
This year, we expanded our fibre optic coverage across our portfolio
and built essential metro fibre networks in Niamey, Niger, and
N’Djamena, Chad. We also implemented extensive intercity fibre
projects in the Democratic Republic of the Congo to enhance our
network resilience. Altogether, 384 coverage and capacity sites were
added across our Francophone markets, and in Malé, the capital of the
Seychelles, we commissioned a modern data centre, contributing to
the transformation of a tourism-based economy badly impacted by the
Covid-19 crisis.
Our performance was also supported by a continued increase in our
retail distribution points, reaching 760,000+, an increase of 47% over
the last two years.
As a result of our continued investment in infrastructure as well as
the digitalisation and expansion of our distribution channels, our
partnerships with communities and governments have grown, making
Airtel Africa an essential contributor to the societies we serve.
Our performance
Underlying revenue grew by 17.2% both in reported currency and in
constant currency. This growth was largely driven by DRC, Chad, Niger
and Gabon. The slight currency devaluation of the Central African
franc was offset by appreciation in the Seychelles rupee.
Voice underlying revenue grew by 10.0% in constant currency, driven
by customer base growth of 15.9% partially offset by voice ARPU
decline of 7.9%. The ARPU decline was mainly driven by reductions in
international call revenue and local incoming call revenue (the latter
due to changes in local interconnect rates in Gabon, Niger and
Republic of the Congo). The customer base growth was driven by
expansion of both network coverage and distribution infrastructure.
Data revenue grew by 31.0% in constant currency, supported by both
customer base growth of 21.3% and data ARPU growth of 1.3%.
We continued to expand our 4G network (65.3% of sites now on 4G)
and data network coverage, and we enhanced our distribution
infrastructure supporting further growth of the data customer base.
30.5% of the Francophone Africa customer base now use data
services. 4G data usage contributes 64.1% of total data usage and
44.8% of data users were 4G customers. Data usage per customer
was 2.4 GB per month (up 23.1% on the prior year) while 4G data
usage per customer reached 4.5 GB (up 3.4%).
Airtel Africa plc Annual Report and Accounts 2022
67
Strategic reportBusiness review: Mobile services
Mobile services
Customers need to be
able to connect and
access our services,
so for both voice and
data our performance
improvements rely on
our strategic focus on
network expansion and
excellent distribution.
This year, along with
continued investment in
the quality and capacity
of our network, we
increased our exclusive
retail footprint by 44.2%
year-on year.
Ashish Malhotra
Chief sales and marketing officer
Meeting growing customer
demand through connection,
distribution, and transparent
products.
Underlying revenue
Underlying EBITDA
Operating profit
$4,294m
Reported currency 19.6%
Constant currency 22.0%
Voice ARPU
$1.6
$2,077m
Reported currency 26.8%
Constant currency 29.7%
Data ARPU
$2.9
Reported currency 5.9%
Constant currency 8.0%
Reported currency 16.1%
Constant currency 18.6%
$1,348m
Reported currency 35.5%
Constant currency 39.0%
Underlying revenue – Voice ($m)
Underlying revenue – Data ($m)
FY’22
FY’21
2,358
15.4%
2,083
11.0%
FY’22
FY’21
1,525
34.6%
1,157
31.2%
Growth % in constant currency
Summarised statement of operations
Description
Unit of measure
Underlying revenue1
Underlying EBITDA
Underlying EBITDA margin
$m
$m
%
Depreciation and amortisation $m
Operating exceptional items2
Operating profit
Capex
Operating free cash flow
$m
$m
$m
$m
Year ended
Mar-22
4,294
2,077
Mar-21
3,592
1,639
Reported
currency
change %
Constant
currency
change %
19.6%
26.8%
22.0%
29.7%
48.4%
45.6% 276 bps
286 bps
(697)
(32)
1,348
621
(654)
6.5%
8.4%
14
995
580
–
–
35.5%
39.0%
7.1%
7.1%
1,456
1,059
37.6%
42.6%
Operating KPIs
Mobile voice
Voice revenue
Customer base
Voice ARPU
Mobile data
Data revenue
Data customer base
Data ARPU
$m
million
$
$m
million
$
2,358
128.4
1.6
2,083
118.2
1.5
1,525
1,157
46.7
2.9
40.6
2.5
13.2%
15.4%
8.7%
5.9%
31.8%
15.2%
16.1%
8.0%
34.6%
18.6%
1 Mobile service revenue after intersegment eliminations was $4,290m in the year ended 31 March 2022 and
$3,587m in the prior year. Underlying revenue for Mobile service excludes one-time exceptional revenue of
$20m relating to a settlement in Niger in the year ended 31 March 2021
2 Operating exceptional items of $32m in the year ended 31 March 2022 consist of a $12m provision for
expected settlement of a contractual dispute in which one of the Group’s subsidiaries is a party and $20m costs
of settlement of agreed historical spectrum fees in one of the Group’s subsidiaries. The prior year operating
exceptional items include exceptional revenue on account of a one-time settlement in Niger amounting to
$20m, partially offset by one-off costs of $6m in Francophone Africa
68
Airtel Africa plc Annual Report and Accounts 2022
Strategic reportOur market
Demand for mobile services in all our markets remains strong, and we
continued to grow our customer base in 2021/22 by connecting more
people, offering transparent voice and data products that meet their
needs, and growing our distribution network so that more customers
can access our services effectively and efficiently. Customer growth
of 8.7% this year has meant we’re now connecting 128.4 million
subscribers across our 14 markets.
We see clear opportunities for further growth. Our markets are
characterised by growing populations of aspirational, price-conscious
consumers, who are actively looking for ways to connect with each
other, with engaging content, and with opportunities in the local and
global economy.
Customers need to be able to connect and access our services, so
for both voice and data our performance improvements rely on our
strategic focus on network expansion and excellent distribution. This
year, along with continued investment in the quality and capacity of
our network, we increased our exclusive retail footprint by 44.2%
year-on-year.
Handset ownership and telecom penetration continue to build,
feeding demand for our voice services, and enabling us to expand or
customer base despite some headwinds from Know Your Customer
requirements in markets, including Nigeria, Kenya and Rwanda. Our
voice ARPU grew by 8.0% compared to 2020/21, and overall our
mobile voice business line – which includes pre- and post-paid wireless
voice services, international roaming, fixed-line phone services and
interconnect revenue – contributed 50% to Airtel Africa’s consolidated
revenue in 2021/22.
Our leadership in 4G in most markets is an important driver for our
data performance, as smartphone ownership continues to grow
across sub-Saharan Africa. Our 4G base increased to almost 20 million,
growing by 34.8% in 2020/21. We’ll continue to invest in our 4G
network, which supports the digital inclusion ambitions of our
sustainability strategy at the same time as creating further opportunity
for growth.
Our performance
Mobile services underlying revenue in reported currency grew by
19.6%, with constant currency growth of 22.0%, supported by growth
in both voice and data services.
Voice underlying revenue grew by 15.4% in constant currency,
supported by customer base growth of 8.7% and voice ARPU growth
of 8.0%. The customer base growth was driven by expansion of our
network and distribution infrastructure. The slowdown in customer
base growth was due to the introduction of new SIM registration
regulations in Nigeria. Excluding Nigeria, the customer base grew by
10.2%. In Nigeria, our customer base returned to growth in the second
half of the year, adding a net 2.4 million customers for the full year.
Voice minutes per customer reached 257 minutes per month, up by
9.8%, resulting in voice ARPU growth of 8.0%. Total network minutes
increased by 17.3%.
Data revenue continued to be a key driver of growth, up by 34.6% in
constant currency. This was driven by data customer base growth of
15.2% and data ARPU growth of 18.6%. Our continued investment in
our network and expansion of our 4G network infrastructure helped us
to expand our data customer base. 87.6% of our Group sites are now
operating on 4G, compared with 76.5% in the prior year. 36.4% of our
total customer base were data users, up from 34.3% in the prior year.
4G data usage per customer increased to 5.5 GB per month compared
with 5.0 GB in the prior year. 4G data usage reached 5.9 GB per
customer per month for Q4’22. Total data usage per customer
reached 3.4 GB per month, up 31.0% from the 2.6 GB of the prior year.
At the end of the year, 42.6% of the total data customer base were
4G data customers, up from 36.4% in the prior year. The increase in
4G data customer penetration has helped to drive data ARPU growth.
Data revenue contribution reached 32.3% of total Group revenue in
the year, up from 29.8% in the prior year.
Transforming lives spotlight
Partnering on great content for our customers:
Airtel Nigeria and Spotify
People across our markets are hungry for content, and our
data strategy seeks ways to partner with providers to give our
customers access to digital resources that will entertain, excite,
delight and reward them.
That’s why Airtel Nigeria has partnered with the global
audio streaming service, Spotify, and provides music lovers
across Nigeria with daily complimentary data to access the
Spotify platform.
Under the partnership, Airtel Nigeria’s 44.4 million customers
have uninterrupted access to the Spotify platform’s 70 million
songs without worrying about data costs or mobile internet
plans, using complimentary data that can be used exclusively
on the Spotify platform whenever they purchase data bundles.
It brings joy to our customers – and helps strengthen our
position as the network of first choice for music, youth culture
and innovation.
Airtel Africa plc Annual Report and Accounts 2022
69
Strategic reportBusiness review: Airtel Money
Airtel Money
Airtel Money: a ‘one stop shop’
for all financial services.
Underlying revenue
Underlying EBITDA
Operating profit
ARPU
$553m
$270m
$256m
$1.9
Reported currency 37.9%
Constant currency 34.9%
Reported currency 38.1%
Constant currency 34.2%
Reported currency38.3%
Constant currency 34.4%
Reported currency 14.7%
Constant currency 12.2%
Underlying revenue ($m)
Underlying EBITDA ($m)
FY’22
FY’21
553
34.9%
401
35.5%
FY’22
FY’21
270
48.7%*
195
48.7%*
Growth % in constant currency
* Underlying EBITDA margin
Summarised statement of operations
Unit of measure
Mar-22
Mar-21
Year ended
Reported
currency
change %
Constant
currency
change %
We’re expanding the
scope of our services,
creating increased ‘use
cases’ and offering our
customers a ‘one stop
shop’ for all their
financial needs. Across
the region, mobile
money is an increasingly
important driver of
economic growth.
Vimal Kumar Ambat
CEO, Airtel Money
Description
Revenue1
Underlying EBITDA
Underlying EBITDA margin
$m
$m
%
Depreciation and amortisation $m
Operating profit
Capex
Operating free cash flow
Operating KPIs
Mobile money key KPIs
Transaction value
Active customers
Mobile money ARPU
$m
$m
$m
$m
million
$
553
270
401
195
37.9%
38.1%
34.9%
34.2%
48.7%
48.7%
5 bps
(27) bps
(14)
256
25
245
(10)
185
32
163
34.8%
38.3%
30.9%
34.4%
(19.9%)
(19.9%)
49.6%
44.8%
64,436
46,009
26.2
1.9
21.7
1.7
40.1%
20.7%
14.7%
37.0%
12.2%
1 Mobile money service revenue post inter-segment eliminations with mobile services was $424m in the year
ended 31 March 2022 and $301m in the prior year
70
Airtel Africa plc Annual Report and Accounts 2022
Strategic reportOur market
As part of our focus on the long-term growth of Airtel Money, we
continue to prioritise assured float availability and the expansion of our
distribution network of exclusive Airtel Money branches and kiosks, as
well as our growing multi-brand agent network. At the same time, we’re
expanding the scope of our services, creating increased ‘use cases’
and offering our customers a one-stop shop for all their financial needs,
including mobile wallet deposits and withdrawals, merchant payments,
enterprise disbursements, international money transfer, and loans
and savings. We also continue to explore partnerships that expand
payment opportunities for customers, including with Terrapay, Thunes
and MFS Africa for cross-border payments, and the expansion of the
Airtel Money Mastercard Virtual Card to Zambia.
Having successfully set up mobile money services across other
markets, we have a clear opportunity to replicate our model in Nigeria.
In November 2021, we received approval in principle for a licence to
offer payment services as a bank (PSB) independently. The PSB
licence would allow us to accept deposits from individuals and small
businesses, carry out payment and remittance services within Nigeria,
and issue debit and prepaid cards among other activities set out by the
Central Bank of Nigeria (CBN); we have completed and submitted the
associated administrative requirements and now await full licence
approval. In another development, in April 2022 the CBN awarded
Airtel Mobile Commerce Nigeria Ltd a full ‘super-agent’ licence,
allowing us to create an agency network to serve the customers of
licensed Nigerian banks, payment service banks, and licensed mobile
money operators in Nigeria, as described on page 23.
While the overall story is one of growth in mobile money services, we
do face some challenges. In 2021, for example, Tanzania introduced
a mobile money tax that increases prices on mobile money
transactions, including sending, withdrawing, and transferring money.
We believe this will have significant consequences for the mobile
money ecosystem, as it will affect the supply chain pricing for value-
added services.
Across the region as a whole, however, mobile money is an increasingly
important driver of economic growth across all sectors. Economies
are becoming cashless, consumer behaviour is changing, and larger
businesses are finding it cheaper, faster and more convenient to make
bulk payments direct to their employees or customers’ mobile money
wallets. At the same time, mobile money is key to the financial inclusion
of under- and un-banked people, creating access to basic financial
services that would otherwise be unavailable to them, and helping to
transform lives.
It remains our aim to explore the potential listing of our mobile money
business, as described in the financial review on pages 76-79.
Our performance
Reported currency mobile money revenue grew by 37.9% with a
constant currency growth of 34.9%. The slowdown in mobile money
revenue growth since July 2021 has been due to the implementation
of levies by the Government of Tanzania on mobile money withdrawal
and P2P transactions (subsequently revised downwards in early
September 2021). Excluding Tanzania, revenue grew by 41.6% in
constant currency. The constant currency revenue growth of 34.9%
was driven by both customer base growth of 20.7% and ARPU growth
of 12.2%. The mobile money customer base growth was due to the
expansion of our distribution network, particularly our exclusive
channels of Airtel money branches and kiosks. We continued to
expand our mobile money portfolio through partnerships with leading
financial institutions, and the expansion of our merchant ecosystem
further strengthened our mobile money propositions. The increase in
transaction value per customer to $223 per month, up by 13.9%, led
to mobile money ARPU growth of 12.2%.
Q4’22 annualised transaction value reached $67.2bn in reported
currency, with mobile money revenue contributing 12.0% of total
revenue in the quarter.
The mobile money customer base grew by 20.7% to 26.2 million in
the year. Mobile money customer base penetration reached 20.4%,
an increase of 2 percentage points. The ARPU growth of 12.2%
was largely driven by an increase in transaction values and higher
contributions from cash transactions, merchant payments, P2P
transfers and mobile service recharges through Airtel Money.
Underlying EBITDA was $270m, up by 38.1% in reported currency,
with a constant currency growth of 34.2%. The reported currency
growth rate was higher than the constant currency growth rate due
to appreciation in the Zambian kwacha. The underlying EBITDA
margin for the year was 48.7%, broadly in line with the prior year.
Transforming lives spotlight
Harnessing the entrepreneurial spirit around
us in Zambia
The people in our distribution network are an essential part of
creating opportunity for us – and for themselves and those
around them, as they fulfill their own entrepreneurial ambitions
and create value in their communities.
Olivia Chichenga, founder and director of Glonet Connections
Limited, has built her own successful business as a partner to our
Airtel Money operations in Lusaka, Zambia – and her network
of Airtel Money branches employs 12 people and provides
opportunities for many more agents in the city.
Her success has come from doing things differently. She saw the
opportunities for mobile money services in Zambia while she was
a team leader at Airtel Zambia, and left with our blessing to found
Glonet Connections. And she found what was a new niche at the
time: opening her first Airtel Money branch in a thriving shopping
centre, Waterfalls Mall in Lusaka. She now owns three Airtel
Money branches and is looking to the future. As Olivia says, “the
only thing standing in your way would be your mind; believe you
can do it and just do it, it will not be easy, but it will be worth it.”
Airtel Africa plc Annual Report and Accounts 2022
71
Strategic reportAirtel Business
Empowering
entrepreneurs and
supporting the
organisations that
drive Africa’s growth.
Internet penetration is
rising across Africa and
systems are even more
connected as digital
transformation is
driving growth for
organisations. We
support SMEs and
entrepreneurs across
Africa with their end-to-
end digital presence
and a secure, reliable
internet.
Luc Serviant
Group enterprise director
72
Airtel Africa plc Annual Report and Accounts 2022
Our market
Airtel Business is our B2B offer, providing dynamic, reliable
communications to support the enterprises that are helping to drive
economic growth and opportunity across Africa.
We offer a comprehensive suite of business ICT (Information and
Communication Technologies) and digital services, including mobile
and fixed data services for major corporate offices, non-governmental
organisations, government departments, diplomatic missions, start-ups
and small- and medium-sized businesses (SMEs). We also offer
conferencing and collaboration services, cloud and data centre
co-location services, and mobile money services from Airtel Money.
By supporting our customers’ success, we’re helping them create value
and unlock the possibilities of digitalisation in the wider economy. We’re
also creating value for Airtel Africa: this year we have seen a significant
growth in enterprise customer connections, fixed and mobile.
+35%
+18%
fixed data connections
enterprise mobile subscribers
Partnerships are a key focus for us. In November 2021 we agreed a
new partnership with Cisco to provide secure internet access for SMEs,
which will initially be available in Kenya, Uganda, Republic of the Congo
and Madagascar before rolling out to the rest of our markets.
And in February 2022, Airtel Business signed a memorandum of
understanding with Avaya Holdings Corp, to help organisations across
the continent deliver better customer and employee experiences.
The agreement will see Airtel Business Africa empower its enterprise
customers with the Avaya OneCloudTM AI-powered experience platform,
which includes workstream collaboration, contact centre, unified
communications, and a communications platform as a service solution.
Transforming lives spotlight
Serving Nigeria’s largest bank – and supporting its
sustainable growth ambitions
Through Airtel Business we support major companies such
as Access Bank, the largest bank in Nigeria and Africa’s leading
bank by customer base, employing 28,000 people in its
operations in Nigeria, sub-Saharan Africa and the United
Kingdom, and at representative offices in China, Lebanon,
India and the UAE.
Like us, Access Bank is committed to widening financial
inclusion, and we’re proud to support its work for its 36 million
customers through a business relationship that started in 2013.
We provide over 240 domestic links to connect the offices and
branches of the bank in Lagos, as well as eight international
links to Sierra Leone, Ghana, the DRC, Gambia, South Africa,
Botswana, Guinea Conakry, and Senegal. At the same time,
we’re connecting 16,000 points of sale across Nigeria with
machine-to-machine SIM cards.
“Through Airtel’s partnership in providing
connectivity pan-Africa, we have been able to put
smiles on the faces of our trusted customers through
efficient banking and innovative solutions”.
Steve Obiago
Subsidiaries IT and Networks Head at Access Bank, Lagos
Strategic reportAirtel Africa Digital Labs
At the heart of our
digitised strategy.
Airtel Africa Digital Labs is our in-house digital hub for developing and
delivering technology platforms and digital products. We work with
country teams across our 14 markets and draw on Airtel Africa’s
scale and market leadership to innovate technologies that enhance
customers’ experiences, drive financial inclusion, and harness the
power of digitalisation. Our product development focus is wide-
ranging: we work on analytics, platforms, digital consumer products,
enterprise product engineering, and more.
One focus this year has been improving customer service, developing
digitised systems that help our teams meet customers’ needs faster
through a unified customer dashboard called CS Fusion, which has
brought service handling times at our shops or call centres down by
15% on average.
We also develop products to enhance customers’ use of services such
as Airtel Money. In November 2021, we launched our upgraded, secure
and seamless Airtel Africa Developer Portal, which uses several Open
APIs and solutions to integrate remote payments with Airtel Money
wallets. We also launched new products to support collections, Airtel
Money remittances, bundles purchases, and more. Our innovations are
helping to shape customers’ futures – and we see huge opportunities
ahead as Airtel Africa continues to put digitalisation at the heart of
its strategy.
Transforming lives spotlight
Airtel Africa Developer Portal: seamlessly expanding
mobile money opportunities
Our upgraded Airtel Africa Developer Portal, launched in
November 2021, is a further step in our drive to deliver
innovative products that support customers and expand the
mobile money eco-system.
The self-service portal helps startups, small- and medium-size
enterprises and service providers to integrate with our Airtel
Money platform to process payments for their goods and
services – for example, by allowing merchants to collect Airtel
Money payments and disburse into Airtel Money wallets. It is
a single platform that can support customers across diverse
markets which has been designed to meet customers’ needs for
data security – as well as meeting the requirements of regulators
in each market.
The portal has already been adopted by over one thousand
such partners – and, as of 31 March 2022, has helped them
make close to 5 million payment transactions, supporting their
financial ambitions, ease of payments for our customers and the
growth of Airtel Money.
africa
D I G IT A L L A B S
We’re at the centre of
creating the bold, problem-
solving innovations that
transform customers’
experience. Digital Labs
is helping to drive Airtel
Africa’s contribution to
a digitised future for our
customers, the economies
in which we work, and for
our business.
Neelesh Singh
Chief information officer
Airtel Africa plc Annual Report and Accounts 2022
73
Strategic reportChief financial officer’s introduction
to the financial review
Strengthening our balance sheet and seizing growth
opportunities
The effective execution of our strategy resulted in a strong performance across all our
regional segments and key services this year, enabling us to continue creating value for
our stakeholders. We continued to deliver strong revenue growth and even stronger
underlying EBITDA growth, with improved profitability coming from both scale benefits
and increased efficiencies.
The countries we operate in continue to present clear opportunities, both for our growth, and
for our vision of enriching the lives of our customers. Our markets remain underpenetrated in
both mobile and mobile money services, and our strategy is delivering strong financial results
while helping to bridge digital divides and drive financial inclusion.
Profit and loss snapshot
Constant
currency
change %
23.3%
15.4%
34.6%
34.9%
19.9%
16.4%
31.2%
296 bps
11.3%
–
39.4%
Year ended
Mar-22
4,714
2,358
1,525
553
407
(2,413)
2,311
49.0%
(744)
(32)
1,535
(403)
92
1,224
(471)
2
(469)
755
(124)
Reported
currency
change %
Mar-21
21.3%
3,888
13.2%
2,083
31.8%
1,157
37.9%
401
17.4%
347
14.5%
(2,107)
1,792
29.0%
46.1% 294 bps
9.3%
–
37.2%
(4.6%)
(681)
14
1,119
(423)
–
697
(318)
36
(282)
415
(76)
–
75.6%
48.2%
–
66.3%
82.0%
62.9%
Unit of measure
$m
$m
$m
$m
$m
$m
$m
%
Description
Underlying revenue1
Voice revenue
Data revenue
Mobile money revenue2
Other revenue
Expenses
Underlying EBITDA3
Underlying EBITDA margin
Depreciation and amortisation $m
Operating exceptional items4
$m
$m
Operating profit
Net finance costs5
$m
Non-operating exceptional
items6
Profit before tax
$m
$m
$m
$m
$m
$m
$m
Tax
Tax – exceptional items
Total tax charge
Profit after tax
Non-controlling interest
Profit attributable to owners
of the company – before
exceptional items
Profit attributable to owners
of the company
$m
$m
602
631
308
95.9%
339
86.3%
1 Revenue includes intra-segment eliminations of $129m for the year ended 31 March 2022 and $100m for the
prior year. And it also excludes one-time exceptional revenue of $20m relating to a settlement in Niger in the
year ended 31 March 2021
2 Mobile money revenue post intra-segment eliminations with mobile services was $424m for the year ended
31 March 2022, and $301m for the prior year
3 Underlying EBITDA includes other income of $10m for the year ended 31 March 2022, and $11m for the
prior year
4 Operating exceptional items of $32m in the year ended 31 March 2022 consists of a $12m provision for
expected settlement of a contractual dispute in which one of the Group’s subsidiaries is a party and $20m costs
of agreeing historical spectrum fees in one of the Group’s subsidiaries. The prior year operating exceptional
items includes exceptional revenue relating to a one-time settlement in Niger for $20m, partially offset by
one-off costs of $6m in Francophone Africa
5 Net finance costs in the year ended 31 March 2022 excludes a one-off cost of $19m on prepayment of $505m
bonds in March 2022
6 Non-operating exceptional items in the year ended 31 March 2022 include a gain of $111m on the sale of
telecommunication tower assets in the Group’s subsidiaries in Tanzania, Malawi, Madagascar, and Rwanda,
partially offset by costs of $19m on prepayment of $505m of bonds
The countries we operate in
continue to present clear
opportunities, both for our
growth, and for our vision
of enriching the lives of our
customers. Our dynamic
business model continues
to deliver value to all our
stakeholders.
Jaideep Paul
Chief financial officer
Underlying revenue
$4,714m
Reported currency +21.3%
Constant currency +23.3%
Underlying EBITDA
$2,311m
Reported currency +29.0%
Constant currency +31.2%
Operating profit
$1,535m
Reported currency +37.2%
Constant currency +39.4%
Capex
$656m
% change +6.9%
Basic earnings per share
16.8 cents
% change +86.5%
All financial numbers are in reported currency
74
Airtel Africa plc Annual Report and Accounts 2022
Strategic reportFrom a financial perspective, we
continued our focus on four main
objectives this year:
1. Growing our operating profitability
We continued to invest in improving our operating profitability by
driving higher revenue growth and, through our focus on operating
efficiencies, improving our underlying EBITDA flowthrough. Underlying
EBITDA margin improved by 294 basis points to 49.0% and operating
profit during the year grew by 37.2% in reported currency, with
constant currency growth of 39.4%.
2. Improving our return on capital
We continually monitor our return on capital to ensure that our capex
has been deployed efficiently and effectively. Telcoms is a capital-
intensive business, so regular monitoring of our return on capital helps
us track the performance of our assets while also taking long-term
financing into consideration. Our return on capital employed has
improved to 23.3%, from 16.5% in the prior year.
3. Strengthening our balance sheet and improving
leverage
Our short-term objective is to strengthen our balance sheet by
continually reducing our debt at Holdco level, increase debt in our
OpCos and reduce our leverage position. I am please we delivered on
all 3 objectives. In the last 12 months, we repaid a $915m bond when
due in May 2021, and in March 2022 repaid $505m bonds one year
earlier than their March 2023 redemption date. We were able to make
these repayments because of our increased cash generation, and
by using the proceeds from Airtel Money minority investments and
tower sales.
Our leverage position continued to improve (1.3x as of March 2022)
driven both by EBITDA expansion and reducing our debt.
Finally, our balance sheet continued to be de-risked through a
reduction of net debt and increased localisation of our debt into the
OpCos, such that our gross OpCo debt of $2,921m is now higher
than our remaining HoldCo debt of $1,000m. Going forward we will
continue to focus on continuing strengthening our balance sheet.
4. Returns to shareholders
Our fourth financial objective was to enhance returns to shareholders
over the medium- to longer-term.
During the year, the Board approved an upgrade to the progressive
dividend policy, aiming to grow the dividend annually by a mid- to
high-single-digit percentage from a new base of 5 cents per share for
FY’22. We paid an interim dividend of 2 cents per ordinary share in
December 2021. The Board recommended a final dividend of 3 cents
per share and increase of 25% compared to the prior year.
Basic EPS was 16.8 cents, an improvement of 7.8 cents, up from
9.0 cents in the prior period.
Outlook
Our dynamic business model continues to deliver value to all our
stakeholders, not just financially but by transforming lives in our
communities and supporting the economies of the countries where
we operate. We believe that the fundamentals of our business remain
strong, and we remain well positioned to seize growth opportunities
while at the same time continuing to strengthen our balance sheet,
improve our return on capital and increase return to shareholders.
Jaideep Paul
Chief financial officer
10 May 2022
Performance highlights
• Reported revenue grew by 20.6% to $4,714m and constant
currency underlying revenue grew 23.3% for the year.
• Constant currency underlying revenue growth was strong in all
regions: Nigeria up 27.7%, East Africa up 22.7% and Francophone
Africa up 17.2%; and across all key services, with revenue in Voice
up 15.4%, Data up 34.6% and Mobile Money up 34.9%.
• Underlying EBITDA of $2,311m, grew by 29.0% in reported
currency.
• Underlying EBITDA margin of 49.0%, increased by 294 basis points.
• Operating profit grew by 37.2% to $1,535m in reported currency.
• Profit after tax grew by 82.0% to $755m.
• Basic EPS of 16.8 cents, an increase of 86.5%. EPS before
exceptional items of 16.0 cents (FY’21: 8.2 cents).
• Operating free cash flow of $1,655m, up 40.5%, with net cash
generated from operating activities up 20.7% to $2,011m. Over the
last twelve months the business has repaid nearly $1.4bn of debt
at Holdco as a result of strong cash upstreaming across its OpCos
and proceeds from minority investments in mobile money and
tower sales.
• Leverage ratio improved to 1.3x from 2.0x in the prior year, with
$1bn of debt now held at HoldCo (FY’21: $2.4bn).
• Customer base of 128.4 million, up 8.7%, with increased penetration
across mobile data (customer base up 15.2%) and mobile money
services (customer base up 20.7%). NIN/SIM regulations in Nigeria
impacted customer growth in H1, but then returned to strong
growth, adding 4 million customers in Nigeria during H2’22.
• The Board recommends a final dividend of 3 cents per share,
making total FY’22 dividend 5 cents per share (FY’21: 4 cents).
Airtel Africa plc Annual Report and Accounts 2022
75
Strategic reportFinancial review
GAAP measures
Revenue
Reported revenue grew by 20.6% to $4,714m. The prior year benefited
from a one-time exceptional revenue of $20m relating to a settlement
in Niger. Excluding this, revenue grew by 21.3% in reported currency
and by 23.3% in constant currency. Constant currency growth of
23.3% was partially offset by currency devaluations, mainly in the
Nigerian naira (5.6%) and the Malawian kwacha (7.2%), in turn
partially offset by appreciation in the Ugandan shilling (4.1%) and
Zambian kwacha (4.4%). Revenue growth for the year benefited
from a weakened performance in the first quarter of the prior year
during the peak period of Covid-19 restrictions across the region.
Underlying revenue ($m)
FY’22
FY’21
4,714
20.6%
3,908
14.2%
1 Revenue includes one-time exceptional revenue of $20m relating to a settlement
in Niger in the year ended March 2021
2 Growth % in reported currency
Operating profit
Operating profit grew by 37.2% to $1,535m in reported currency as a
result of strong revenue growth and improvements in operating
efficiency across all our regions. Operating profit included a one-time
cost of $32m consisting of a $12m provision for expected settlement
of a contractual dispute in which one of Group’s subsidiaries is a party,
and $20m costs relating to an agreement on historic spectrum fees in
one of the Group’s subsidiaries. This compared to the prior year which
included a gain of $20m for a one-time settlement in Niger, which was
partially offset by one-off costs of $6m in Francophone Africa.
Excluding exceptional items, operating profit grew by 41.9%.
Operating profit ($m)
FY’22
FY’21
Growth % in reported currency
1,535
37.2%
1,119
24.2%
The Group effective interest rate increased to 5.6% compared to 4.9%,
largely driven by repayment of the EUR750m bond in May 2021, which
carried a lower-than-average coupon, and due to higher local currency
debt at the OpCo level. In line with our strategy to continue to reduce
foreign currency debt at Holdco, we also repaid $505m bonds in
March 2022, one year earlier than their March 2023 redemption date.
One-off costs of $19m, including applicable premium, have been
recorded under non-operating exceptional items, while the Group
will save an aggregate of c.$26m on interest payments from the
early redemption.
Taxation
Total tax charges were $469m, an increase of $187m, driven by higher
operating profit and withholding tax on dividends by subsidiaries. The
prior year also benefited from the recognition of a deferred tax credit
of $36m in Tanzania.
Profit after tax
Profit after tax increased by 82.0% to $755m. This increase was
mainly led by higher operating profits and stable net finance costs
which more than offset the associated increase in tax charges.
Exceptional gains were also $12m higher than the prior year.
Basic EPS
Basic EPS climbed to 16.8 cents, an improvement of 7.8 cents
(+86.5%) from 9.0 cents in the prior year. This increase was mainly
due to higher operating profits which more than offset increased tax
charges and higher non-controlling interests (due to higher profit
contributions in OpCos with minority shareholdings, new minority
shareholdings in Airtel Money partially offset by lower minority
interests in Airtel Nigeria as a result of the successful share buy-back).
Net cash generated from operating activities
Net cash generated from operating activities was $2,011m, an
increase of 20.7% from $1,666m in the prior period. The increase
was largely driven by higher profit before tax of $527m, which was
partially offset by higher tax payments on the increased profits and
withholding tax on dividends by subsidiaries. Over the last twelve
months the business has repaid nearly $1.4bn of debt at Holdco as
a result of strong cash upstreaming across its OpCos and proceeds
from minority investments in mobile money and tower sales.
Net finance costs
Net finance costs were broadly flat, as lower foreign exchange and
derivative losses, higher interest income and a one-time $12m gain in
other finance charges as a result of the reversal of an interest provision
in one of our operating entities were offset by a one-off cost of $19m
for the applicable premium paid on the early repayment of the $505m
bonds in March 2022. Additionally, interest costs were also broadly flat
as lower interest costs on our reduced market debt were offset by an
increase in interest costs on lease liabilities.
Alternative performance measures
Underlying revenue
Underlying revenue in constant currency grew by 23.3%, driven by
both customer base growth of 8.7% and ARPU growth of 15.4%.
The slowdown in customer base growth was due to the introduction
of new SIM registration regulations in Nigeria. Excluding Nigeria, the
customer base grew by 10.2%. In Nigeria, our customer base returned
to growth in the second half of the year, adding a net 2.4 million
Profit after tax ($m)
MARCH 2021
MARCH 2022
19
462
(153)
62
755
693
415
(50)
365
March ’21
reported profit
after tax
March ’21
exceptional
items
March ’21
profit after tax
excluding
exceptional items
Operating
profit
Finance
cost
Tax
March ’22
profit after tax
excluding
exceptional items
March ’22
exceptional
items
March ’22
reported profit
after tax
76
Airtel Africa plc Annual Report and Accounts 2022
Strategic report
customers for the full year. At the end of the year our total customer
base was 128.4 million, an increase of 10.2 million. ARPU growth of
15.4% was driven by all our key services: with data contributing 7.7%,
voice contributing 4.3%, mobile money contributing 2.7%, and the
balance coming from other revenue, which was marginally impacted
in Q4 from the loss of tower sharing revenues relating to towers sold
during the year.
Revenue growth was recorded across all our regions and key services.
Underlying revenue in Nigeria grew by 27.7%, in East Africa by 22.7%,
and in Francophone Africa by 17.2%. Voice revenue grew by 15.4%,
data revenue grew by 34.6% and mobile money revenue grew by
34.9% in constant currency.
Underlying EBITDA
Underlying EBITDA was $2,311m, an increase of 29.0% in reported
currency and of 31.2% in constant currency. Growth in underlying
EBITDA was led by revenue growth and supported by improved
operating efficiencies. The underlying EBITDA margin improved by
294 basis points in reported currency to 49.0%.
Foreign exchange had an adverse impact of $58m on revenue, and
$26m on underlying EBITDA, as a result of devaluations of the Nigerian
naira and the Malawian kwacha, in turn partially offset by appreciations
of both the Ugandan shilling and the Zambian kwacha.
With respect to currency devaluation sensitivity, on a 12-month basis,
a 1% currency devaluation across all currencies in our OpCos would
have a negative impact of $43m on revenues, $26m on underlying
EBITDA and $21m on finance costs. Our largest exposure is to the
Nigerian naira, for which a 1% devaluation would have a negative
impact of $18m on revenues, $11m on underlying EBITDA and $7m
on finance costs.
Underlying EBITDA ($m)
FY’22
FY’21
* EBITDA margin %
2,311
49.0%*
1,792
46.1%*
includes exceptional revenue on account of a one-time settlement in
Niger amounting to $20m, partially offset by a one-off cost of $6m in
Francophone Africa.
Non-operating exceptional items in the year ended 31 March 2022
include a gain of $111m on the sale of telecommunications tower
assets in the Group’s subsidiaries in Tanzania, Malawi, Madagascar,
and Rwanda, partially offset by one-off cost of $19m including
applicable premium paid on the early repayment of $505m bonds in
March 2022.
Exceptional tax benefit of $2m recognised in the year mainly relate to
the provision for the contractual dispute in which one of the Group’s
subsidiaries is a party, and the $36m in the prior year relates to
deferred tax credit recognition in Tanzania.
EPS before exceptional items
EPS before exceptional items almost doubled to 16.0 cents, up by
96.0% (+7.8 cents) from 8.2 cents in the prior year. This increase was
mainly due to higher operating profits which more than offset the
increased tax charges and higher non-controlling interests (due to
higher profit contributions in OpCos with minority shareholdings, new
minority shareholdings in Airtel Money partially offset by lower minority
interests in Airtel Nigeria as a result of the successful share buy-back).
Description
Weighted average shares outstanding 2021
Weighted average shares outstanding 2022
March 2021 EPS before exceptional items
Exchange
Operating profit (constant currency)
Net finance charges
Derivatives and Forex gain/(loss)
Finance charges (excluding derivatives
and Forex)
Tax
Others*
March 2022 EPS before exceptional items
UoM March 2022
3,758
3,754
8.2
(0.3)
12.7
0.5
0.2
m
m
$ cents
$ cents
$ cents
$ cents
$ cents
$ cents
$ cents
$ cents
$ cents
0.3
(4.2)
(0.9)
16.0
Tax
The effective tax rate was 39.0% compared to 43.2% in the prior
period, largely due to profit mix changes amongst the OpCos.
The effective tax rate is higher than the weighted average statutory
corporate tax rate of approximately 33%, largely due to the profit
mix between various OpCos and withholding taxes on dividends
by subsidiaries.
* Others includes a change in minority shareholder PAT and profit/(loss) on joint
ventures
Operating free cash flow
Operating free cash flow increased by 40.5% to $1,655m, as higher
underlying EBITDA more than offset increased capital expenditure.
Capital expenditure in the prior year was slightly lower due to logistical
challenges as a result of the pandemic.
Exceptional items
Operating exceptional items of $32m in the year ended 31 March
2022 consists of a $12m provision for expected settlement of a
contractual dispute in which one of the Group’s subsidiaries is a party
and $20m costs of agreeing historic spectrum fees in one of the
Group’s subsidiaries. The prior period operating exceptional items
Strategic investment and asset monetisation
We received a minority investment of $550m from four investors
in Airtel Mobile Commerce B.V. The Rise Fund invested $200m,
Mastercard $100m, Qatar Holding LLC (QIA) $200m and $50m
from Chimera Investment LLC.
Tax
Description
Reported effective tax rate
Adjusted for:
Exceptional items
Foreign exchange rate
movements for non-DTA
operating companies and holding
companies
One-off adjustment and tax on
permanent difference
Effective tax rate
Year ended March 2022
Year ended March 2021
Unit of measure
$m
Profit before
taxation
1,224
Income tax
expense
469
%
38.3%
Profit before
taxation
697
Income tax
expense
282
%
40.5%
$m
(60)
$m
$m
$m
50
(12)
1,202
2
–
(2)
469
39.0%
(14)
36
42
725
–
(5)
313
43.2%
Airtel Africa plc Annual Report and Accounts 2022
77
Strategic report
Financial review continued
Additionally, the sale of towers in Tanzania, Malawi and Madagascar
resulted in total gross proceeds of $284m, out of which $240m has
been received so far from the first closing of tower sales. We also
continue to pursue further potential sales of our tower assets in
Chad and Gabon.
Leverage and balance sheet measures
Leverage (net debt to underlying EBITDA) improved to 1.3x at
31 March 2022, from 2.0x at 31 March 2021, largely driven by
increased cash generation, expansion in underlying EBITDA and
receipts of $550m from mobile money minority investments. Our
balance sheet continued to be de-risked through a reduction of
HoldCo debt (now $1bn, down from $2.4bn in the prior year) and
increased localisation of our debt into the OpCos, such that our
gross OpCo debt of $2,921m (including lease obligations) is now
significantly higher than our HoldCo debt of $1,000m.
March 2022
March 2021
Description
Foreign currency
Holdco
OpCos
Local currency
OpCos
Less: cash and
cash equivalents
Net debt, excluding
lease obligations
Lease obligations
Net debt, including
lease obligations
$m
1,657
1,000
657
604
604
980
1,281
1,660
Underlying
EBITDA
0.7x
0.4x
0.3x
0.3x
0.3x
0.4x
0.6x
0.7x
$m
2,870
2,388
482
452
452
1,069
2,253
1,277
2,941
1.3x
3,530
Underlying
EBITDA
1.6x
1.3x
0.3x
0.3x
0.3x
0.6x
1.3x
0.7x
2.0x
Net cash generated from operating activities
Particulars
Underlying EBITDA
Other non-cash items
Operating cash flow before
changes in working capital
Change in working capital
Net cash generated from
operations before tax
Income tax paid
Net cash generated from
operating activities
Net debt bridge
March 2022
$m
2,311
(38)
March 2021
$m
1,792
(7)
Change
$m
519
(31)
2,273
31
1,785
76
2,304
(293)
1,861
(195)
488
(45)
443
(98)
2,011
1,666
345
Particulars
Net cash generated from
operating activities
Cash capex (tangible)
Cash capex (intangible)
Cash interest
Repayment of lease liabilities
Dividend paid to non-controlling interests
Subtotal (a)
Dividend to Airtel Africa plc shareholders
Acquisition of non-controlling interest
Increase in mobile money wallet balance
Proceeds from sale of tower assets
Proceeds from sale of shares to
non-controlling interests
Others
Subtotal (b)
March 2022
$m
March 2021
$m
2,011
(717)
(22)
(351)
(251)
(48)
622
(169)
(164)
(64)
251
550
(13)
391
1,666
(645)
(270)
(302)
(208)
(9)
232
(169)
(7)
(139)
–
–
(12)
(327)
78
Airtel Africa plc Annual Report and Accounts 2022
Particulars
Addition of lease liabilities
Repayment of lease liabilities
Foreign exchange on borrowings and
cashflows
Subtotal (c)
Net debt (increase)/decrease d= a+b+c
Opening net debt
Closing net debt
March 2022
$m
(651)
251
March 2021
$m
(359)
208
(24)
(424)
589
3,530
2,941
(37)
(188)
(283)
3,247
3,530
Purchase of intangible assets
Purchase of intangible assets of $22m includes $10m payment for an
additional licence in Kenya. Previous year amount of $270m mainly
includes licence renewals in Nigeria for $182m and $65m in Uganda.
Dividend paid to shareholders
During the year, the Board approved an upgrade to the progressive
dividend policy, aiming to grow the dividend annually by a mid- to
high-single-digit percentage from a new base of 5 cents per share
for FY’22.
Final dividend payment of 2.5 cents per ordinary share for year ended
31 March 2021 was paid during the year and an interim dividend
payment of 2 cents per ordinary share.
The Board recommended a final dividend of 3 cents per share for year
ended 31 March 2022.
Proceeds from sale of shares to non-controlling interests
In line with the Group’s pursuit of strategic investment in our mobile
money business, we received a minority investment of $550m from
four investors in Airtel Mobile Commerce B.V. – refer to Note 5(g) of
consolidated statement of financial position as set out on page 178
for details.
Proceeds from sale of tower assets
With the focus on an asset-light business model and on its core
subscriber-facing operations, the Group has received proceeds of
$251m from the sale of tower assets in Tanzania, Malawi, Madagascar
and Rwanda. Refer to Notes 5(c) to 5(f) of consolidated statement of
financial position as set out on page 177-178 for details.
Acquisition of non-controlling interest
During the year Airtel Networks Limited (‘Airtel Nigeria’), a subsidiary
of Airtel Africa plc, completed the buy-back of 8.22% non-controlling
interest (out of an existing 8.26%) from minority shareholders for a
consideration of $163m (including directly attributable transaction
costs). Refer to Note 5(h) of consolidated statement of financial
position on page 178 for details.
Foreign exchange on borrowings and cash flows
Foreign exchange on borrowings and cash flows primarily represents
loss on account of restatement of EUR bonds due to appreciation of
euro against US dollar.
Financial information by service
We provide performance data for our mobile voice and data services
and Airtel Money in our business review on pages 68-71.
Financial information by market
We provide performance data for each of our markets in our business
review on pages 62-67.
Strategic reportConsolidated statement of financial
position
The consolidated statement of financial position is set out on page
163. Details on the major movements of our assets and liabilities in
the year are set out on this page.
Assets
Property, plant and equipment
Property, plant and equipment (including capital work in progress)
increased by $171m to $2,403m. This was due to capital expenditure
of $646m linked to continued investment in network assets, which
was partially offset by $418m of depreciation and sale of the
tower assets.
Right of use assets
Right of use assets increased by $310m to $1,109m. The increase
of $539m was due to the capitalisation of the present value of
telecommunication towers taken on long-term lease (including
additional sale and lease back in four markets), partially offset by
$211m of depreciation.
Deferred tax assets (net)
Deferred tax assets decreased by $92m mainly due to utilisation
of deferred tax assets in Airtel Nigeria on account of improved
taxable profits.
Balance held under mobile money trust
The balance held under mobile money trust represents the funds of
mobile money customers which are not available for use by the Group,
and these have increased by $73m.
Total equity and liabilities
Total equity
Total equity increased by $296m to $3,649m. This was linked to the
$755m profit for the period, partially offset by $169m dividend to
shareholders of Airtel Africa, the $164m impact of the buy-back of an
8.22% non-controlling interest in Airtel Nigeria and $76m dividend to
minority shareholders in subsidiaries.
Borrowings
Gross borrowings (including short-term borrowings) reduced by
$684m to $3,932m. This was largely due to repayment of a $915m
bond which was due in May 2021 and prepayment of $505m bonds
one year earlier than their March 2023 redemption date, offset by an
increase in lease liabilities by $383m and the drawdown of an external
loan. Net debt of the Group as of 31 March 2022 was $2,941m.
Non-current liabilities
Non-current liabilities (excluding borrowings) increased by $592m.
This was largely due to the recording of a put option liability at
the present value of the expected buy-back amount relating to
investments by the Rise Fund and Mastercard into AMC B.V.
Current liabilities
Current liabilities (excluding borrowings) increased by $168m to
$1,964m. This was largely due to a $64m increase in mobile money
wallet balance, consistent with the growth in mobile money cash as
described above and a $47m increase in current tax liabilities (net).
Further details of the Group’s liquidity position and going concern
assessment are shown on page 166, Note 2.2 of the financial
statements.
Dividends
The Board has recommended a final dividend of 3 cents per ordinary
share for the year ended 31 March 2022. The proposed final dividend
will be paid on 22 July 2022 to all ordinary shareholders who are on
the register of members at the close of business on 24 June 2022.
We will announce more details in due course. We paid an interim
dividend of 2 cents per ordinary share in December 2021.
Non-financial information statement
We are pleased to set out below where you can find information relating to non-financial matters in our strategic report, as required under
sections 414CA and 414CB of the Companies Act 2006.
Business model
Environmental
matters
Our people
Social matters
Respect for
human rights
Anti-corruption and
anti-bribery matters,
health and safety
Strategic report
Business model and KPIs
Principal risks and mitigation
Our 2021/22 sustainability stategy update
Principal risks and mitigation: compliance to legal requirements, KYC and quality of service,
non-compliance, internal controls and compliance
Principal risks and mitigation: leadership succession planning, internal controls and compliance
Chair’s statement; company vision and values
Directors’ report
Stakeholder engagement: ‘Our people’
Principal risks and mitigation: Covid-19
Directors’ report
Information about our approach to tax can be found on our website: www.airtel.africa
Principal risks and mitigation: supply chain
Our Code of Conduct can be found on our website: www.airtel.africa
Directors’ report, modern slavery act, anti-corruption and anti-bribery matters
Our Code of Conduct and other related policies can be found on our website: www.airtel.africa
Page(s)
1-88
24, 17
83-86
43-58
83-86
83-86
12, 24
123-127
27
83
123-127
84
123-127,
111
Airtel Africa plc Annual Report and Accounts 2022
79
Strategic reportManaging our risks
We operate in 14 markets across Africa. Our markets offer both
long-term growth opportunities and a diverse range of risks and
uncertainties. Managing these risks is an essential part of delivering
our strategy. It means we can continue to create value for our
business and shareholders, and for the millions of people whose
lives we help transform.
Identifying and managing risk
The directors have carried out a robust assessment of the company’s
principal and emerging risks to comply with Provision 28 of the
Governance Code. We have designed our risk management
framework to give us a consistent means of identifying, mitigating
and monitoring risk across all 14 of our operating companies and
Group entities. It provides senior management and our Board
with oversight over our principal risks, and promotes a bottom-up
approach to identifying and managing risks across the Group.
Risk management governance
The Airtel Africa plc Board has overall responsibility for the Group’s
risk management framework and processes. Through the Audit and
Risk Committee, the Board oversees the Group’s risk management
framework and regularly reviews its principal risks as well as emerging
risks that may impact the Group. Within that overarching framework,
the governance of risk management has been cascaded to various
levels across the organisation to allow effective management of the
Group’s risks. The framework covers the interplay between risks
impacting Airtel Africa as a whole and risks identified at either the
operating company (OpCo) level (geography-related) or the functional
level (business function-related). Our Group Executive Risk Committee
(ERC) evaluates and prioritises the principal risks with the potential to
undermine our strategy, business model and solvency, in line with our
overall risk appetite. The committee also reviews on an ongoing basis
the external business environment to identify emerging risks which
could potentially have an impact on the Group’s business in the future.
Group functional teams identify functional risks cutting across our
OpCos to create a consistent Group-wide risk mitigation strategy for
similar risks. We operate a similar risk management governance
structure at Group level and within our OpCos, with both having
an Executive Risk Management Committee, and with overall risk
management responsibility resting with the respective boards. Each
OpCo identifies risks within their business environment and takes
appropriate mitigation actions. The governance of risk management at
each OpCo rests with the OpCo Executive Risk Committee (ERC) and
the OpCo Board, which is responsible for risk management processes
and oversees the OpCo’s principal risks and the effectiveness of its
mitigation actions.
Managing our risk
Understanding and
managing our risk
environment to support
the Group’s objectives
We proactively manage our
risk framework, because
assessing and managing risk
underpins day-to-day working
across Airtel Africa, as well as
supporting our key operating
and financial decisions.
Ravi Rajagopal
Chair, Audit and Risk Committee
80
Airtel Africa plc Annual Report and Accounts 2022
Strategic reportBoard – Audit and
Risk Committee
The Board has overall
responsibility for the Group’s
risk management processes.
Through the Audit and Risk
Committee (ARC), the Board
oversees the Group risk
management framework,
approves the Group’s risk
appetite, and regularly reviews
our principal and emerging risks.
The Board maintains oversight on
the effectiveness of the Group’s
risk management processes
through regular reviews of the
Group’s principal and emerging
risks. This year, the ARC carried
out several detailed thematic
risk reviews across a number of
functions within the business.
Group Executive
Risk Committee
The Executive Risk Committee
(ERC) is responsible for the
implementation of the risk
management framework across
the Group. The ERC reviews our
significant risks and the progress
and effectiveness of mitigation
actions ensuring that the Group
operates within its defined
risk appetite.
The ERC meets quarterly and
carries out robust reviews of the
Group’s significant risks cutting
across its operating markets and
functions. It also reviews and
discusses emerging risk trends
with potential impact on the
Group’s business.
Functional Risk
Management Committees
The Group executive functional
heads are responsible for
identifying and mitigating risks
across the Group within their
functional area. They are
responsible for embedding risk
management within operational
business processes. The Group’s
risk register is created from risks
identified either by the Group
functional heads or the OpCo
Executive Risk Committees.
The Group functional heads
carry out ongoing risk reviews
as part of their operational
functional processes. These
risk reviews address risks
within their functions across the
Group’s operating footprint.
OpCo Executive
Risk Committee and
OpCo Board
The OpCo Executive Risk
Committee (ERC) performs a
similar role to the Group ERC. It is
responsible for implementing the
risk management framework in
our subsidiaries. It identifies risks
within the local environment and
mitigation actions to manage
those risks. Each OpCo Board
has overall responsibility for the
risk management process within
that OpCo.
The OpCo ERC meets on a
quarterly basis while the OpCo
Boards review the OpCo’s
principal and emerging risks at
least on a semi-annual basis.
Risk identification process
IDENTIFY
RISK ANALYSIS
RANK
OpCo
Function
Risks are identified by
analysing external and
internal context both at
an operating subsidiary and
at a Group functional level
Discuss and validate each risk
Assess each risk
Likelihood
Impact
Identified risks are assessed on
Likelihood of
occurrence
Impact/
consequence
Score and prioritise
each risk
Each risk is then assigned
a risk rating based on the
likelihood of occurrence
and the possible impact/
consequence
Risk rating
Airtel Africa’s
principal risks
Risks impacting the
Group’s strategy,
business model
and solvency
Emerging risks
Ongoing review
of the external
environment and
potential risks
Our risk appetite framework
During the year, the Board approved the Group’s risk appetite framework and statement. The risk appetite framework formalises the
Group’s risk appetite, tolerance limits and governance oversight processes to ensure that risks across the Group are managed within
acceptable limits. Airtel Africa adopts a four-point scale for risk appetite, described below.
Open
Flexible
Cautious
Averse
We strongly accept these risks
as they are incidental to the
achievement of our business
objectives. These risks provide
good risk/reward trade-off, and
internal competencies exist
to manage or exploit these
risks effectively.
We are open to accepting these
risks on a justifiable basis. We will
consider available options and
select the option that provides
good returns with an acceptable
level of risk in the pursuit of
our objectives.
We will accept these risks only if
essential, with limited potential
for a negative outcome. We
prefer to avoid these risks and
where these risks are accepted,
the risks are carefully measured
and monitored.
We are strongly opposed to
these risks and prefer to avoid
them. We are not open to any
risk/return trade-off and will
always accept the lowest risk
option for these risks.
Airtel Africa plc Annual Report and Accounts 2022
81
Strategic reportManaging our risk continued
How we classify our risks
We classify our risks using the categorisation methodology shown
below. Our risk classification allows for a consistent approach for risk
identification and communication across the Group.
Category
Description
Philosophy/approach
Strategic
risks
These are risks arising from
changes in our external business
environment such as macro-
economic conditions or market/
competitive dynamics
We operate in 14 countries across Africa with significant market
opportunities arising from low penetration of telecommunications
and banking services. The Group is bullish on the opportunities that
Africa presents and is generally open to taking increased levels of
risks to capture these market opportunities.
Operational
risks
Risks affecting our ability to
effectively operate our business
model across a variety of
functional areas
Financial
risks
Risks impacting our liquidity or
solvency, financial reporting,
or capital structure
Delivering on the Group’s strategic objectives requires an effective
operating model, execution excellence and operational rigour,
with a focus on customer satisfaction across the organisation.
This operational excellence will ensure that the Group can continue
to deliver incremental revenue growth at minimal marginal costs
resulting in a positive flow-through to profitability.
The Group is committed to prudent financial management built
on a robust system of controls and effective business partnering.
The Group is flexible in its risk-taking approach to financial
management to support the Group’s strategic growth objectives
but averse towards any form of violation of its system of key
financial and internal controls.
Governance
and
compliance
risks
Risks affecting our ability to
comply with our legal, regulatory
and governance obligations
Airtel Africa is committed to complying with laws and regulations in
the jurisdictions where it operates and averse to violations of its legal
or regulatory obligations.
Reference
in heat map
1 2 3
4 5 6 7
8 9
10
11
Strategic risk
1 Adverse competition and market disruption
2 Digitalisation and innovation
3 Covid-19 (FY’22)
3 Covid-19 (FY’21)
Operational risk
4 Technology obsolescence
5 Cyber and information security threats
6 Increase in cost structure
7 Leadership succession planning
8 Internal controls and compliance
9 Network resilience and business continuity
Financial risk
10 Exchange rate fluctuations and availability
of foreign currency for repatriation
Governance and compliance risk
11 Non-compliance to legal and regulatory requirements
Risk heat map (residual risks)
t
s
o
m
A
l
i
n
a
t
r
e
c
D
O
O
H
I
L
E
K
I
L
l
y
e
k
L
i
l
i
e
b
s
s
o
P
6
10
5
2
3
11
9
3
8
1
7
4
l
y
e
k
i
l
n
U
Minor
Moderate
Significant
Extreme
Currently, all the principal risks are within our risk appetite.
I M P A C T
82
Airtel Africa plc Annual Report and Accounts 2022
Strategic report
Principal risks and mitigation
Strategic risks
Description of risk
How we mitigate this risk
Risk
appetite
Risk
owners
RISK
1
Adverse competition and market disruption
We operate in an increasingly competitive
environment across our markets and segments,
particularly with respect to pricing and market
share. Aggressive competition by existing players
or the entry of a new player could put a downward
pressure on prices, adversely affecting our revenue
and margins, as well as our profitability and
long-term survival. The nature and level of the
competition we face varies for each of our markets,
products and services.
1 Ongoing monitoring of competitive landscape and
Open
competitor activities
2 Driving penetration of bundle offerings to lock in
customers, increase affordability and reduce
churn
3 The continued growth of our Airtel Money
business and the increased penetration of our
GSM customers using Airtel Money services helps
to increase customer ‘stickiness’ on our network
4 Simplifying customer experience through self-care
and other apps, including customer touchpoints
Sales and distribution
director and head of
marketing and home
broadband
RISK
2
Digitalisation and innovation
Failure to innovate through simplifying the customer
experience and developing adequate digital
touchpoints in line with changing customer needs
and the competitive landscape could lead to loss of
customers and market share. We need to
continually innovate to simplify our user experience,
make our business processes more agile, and
develop more digital touchpoints to reach our
customers and meet their changing needs.
RISK
3
Covid-19
Covid-19 continues to be both a healthcare crisis
and a major disruptor in the lives of people and the
economic activities of businesses and governments
across the world. The pandemic has underlined how
critical telecoms are to the countries in which we
operate, and throughout the crisis we have
maintained our services as well as supporting
communities, including by coordinating medical
relief with respective governments. While the
pandemic has shown the continued resilience of our
operating model, we continue to monitor the
evolution of the pandemic to prevent any negative
adverse impact on the Group’s ability to operate its
business effectively.
RISK
4
Technology obsolescence
An inability to effectively and efficiently invest in
and upgrade our network and IT infrastructure
would affect our ability to compete effectively in
the market. While we continually invest in improving
and maintaining our networks and IT systems to
address current levels of volume and capacity
growth, we need to continue to commit substantial
capital to keep pace with rapid changes in
technology and the competitive landscape.
1 Rollout of digital apps and self-care channels to
Open
simplify customer experience
2 Focus of Airtel Africa Digital Labs on developing
cutting edge digital solutions to address customer
needs and solve complex problems using the
latest technologies
3 Simplifying our core IT systems and integration
capabilities to allow for faster deployment of
new products and services and integration with
third-party applications
Chief information
officer
1 The Group’s business continuity plans ensure
Cautious
minimal disruption in our abilities to provide critical
telecom services
2 The Executive Committee maintains oversight of
the Group OpCo crisis management teams
3 The Group’s operations continue to adopt a
flexible work-from-home policy
4 Digital self-care channels through which
customers can access the company’s products
and services and resolve basic customer queries
Chief executive
officer
1 Refreshing our IT infrastructure with a focus on
Flexible
cloud technology
2 Network modernisation project involving
upgrades to our core (mobile switching) and
packet (mobile data) networks
3 Reducing the cost of network operations by
adopting radio agnostic technology, single RAN,
which allows easy switching of network resources
and spectrum between 2G, 3G and 4G networks
at minimal marginal costs
Chief technology
officer and chief
information officer
Airtel Africa plc Annual Report and Accounts 2022
83
Key to our strategic pillars Win with network Win with distribution Win with data Win with mobile money Win with cost Win with peopleStrategic reportPrincipal risks and mitigation continued
Operational risks
Description of risk
How we mitigate this risk
Risk
appetite
Risk
owners
RISK
5
Cyber and information security threats
Cybersecurity threats through internal or external
sabotage or system vulnerabilities could potentially
result in customer data breaches and/or service
downtimes. Like any other business, we are
increasingly exposed to the risk that third parties or
malicious insiders may attempt to use cyber-crime
techniques, including distributed denial of service
attacks, to disrupt the availability, confidentiality and
integrity of our IT systems. This could disrupt our key
operations, make it difficult to recover critical services
and damage our assets.
RISK
6
Increase in cost structure
Adverse changes in our external business environment
and/or supply chain processes could lead to a
significant increase in our operating cost structure
and negatively impact profitability. Our operating
costs are subject to supply chain risks, including
fluctuations in global commodity prices, market
uncertainty, energy costs (such as diesel and
electricity), and the cost of obtaining and maintaining
licences, spectrum and other regulatory requirements.
Prevailing macroeconomic conditions and a variety
of other factors beyond our control, such as rising
global inflation and the impact of the war in Ukraine on
the prices of commodities, also contribute to this risk.
We need to continually re-evaluate our operating
model and cost structure to identify innovative ways
to optimise our costs and improve profitability.
RISK
7
Leadership succession planning
We need to continually identify and develop successors
for key leadership positions across our organisation to
ensure minimal disruption to the execution of our
corporate strategy. Our ability to execute our business
strategies depends in large part on the efforts of our
key people. In some of the countries in which we
operate, there’s a shortage of skilled
telecommunications professionals. Any failure to
successfully recruit, train, integrate, retain and motivate
key skilled employees could have a material adverse
effect on our business, the results of our operations,
financial condition and prospects.
RISK
8
Internal controls and compliance
Gaps in our internal control and compliance
environment could affect our reputation and lead to
financial losses. Our financial reporting is subject to
the risk that controls may become inadequate due
to changes in internal or external conditions, new
accounting requirements, or delays or inaccuracies
in reporting. We continue to implement internal risk
management and reporting procedures at the Group
and OpCo levels to protect against risks of internal
control weaknesses and inadequate control over
financial reporting.
84
Airtel Africa plc Annual Report and Accounts 2022
1 Ongoing review and implementation of
Averse
security controls to mitigate possible system
vulnerabilities
2 Awareness campaign and training of
employees on IT and cybersecurity risks
and control measures
3 Continuing to identify risk and assess
vulnerability
Chief information
officer
Flexible
Chief supply chain
officer
1 Continuous review of our operating model
and supply chain processes to identify cost
optimisation opportunities
2 Rolling out various initiatives to optimise our
operating structure to improve business
performance
3 Long-term planning and buying strategies
mitigating the effects of short-term disruptions
within our supply chain
1 Defined functional and leadership
development plans for critical roles
2 Ongoing identification of high-potential
employees for talent development
3 Long-term incentive arrangements to
encourage employee retention and alignment
to long-term company objectives
Cautious
Chief human
resources officer
Averse
Chief financial officer
1 Ongoing review and strengthening of the
Group’s internal controls over financial
reporting and compliance processes
2 Review process for addressing and mitigating
findings from internal audit, with oversight from
the Audit and Risk Committee
3 A robust system for assessing and
monitoring key controls across the Group,
and independent assurance testing of
these controls
Key to our strategic pillars Win with network Win with distribution Win with data Win with mobile money Win with cost Win with peopleStrategic reportOperational risks continued
Description of risk
How we mitigate this risk
Risk
appetite
Risk
owners
RISK
9
Network resilience and business continuity
1 Implementing geographically-redundant disaster
recovery sites to provide back up for our networks
and IT infrastructure across our OpCos
Cautious Chief technology
officer and chief
information officer
2 Regular testing of fallback plans for network and
IT systems to ensure reliability of switch over
from active to redundant nodes in the event
of a disaster
Our ability to provide unparalleled quality of service
to our customers and meet quality of service (QoS)
requirements depends on the robustness and
resilience of our network and IT infrastructure
and our ability to respond appropriately to any
disruptions. Our telecommunications networks
are subject to risks of technical failures, aging
infrastructure, human error, willful acts of
destruction or natural disasters. This can include
equipment failures, energy or fuel shortages,
software errors, damage to fibres, lack of
redundancy plans and inadequate disaster
recovery plans.
Financial risks
Description of risk
How we mitigate this risk
Risk
appetite
Risk
owners
RISK
10
Exchange rate fluctuations and availability of foreign currency for repatriation
Our multinational footprint means we are constantly
exposed to the risk of adverse currency fluctuations
and the macroeconomic conditions in the markets
where we operate. We derive revenue and incur
costs in local currencies where we operate, but we
also incur costs in foreign currencies, mainly from
buying equipment and services from manufacturers
and technology service providers. That means
adverse movements in exchange rates between the
currencies in our OpCos and the US dollar could
have a negative effect on our liquidity and financial
condition. In some markets, we face instances of
limited supply of foreign currency within the local
monetary system. This constrains our ability to fully
benefit at Group level from strong cash generation
by those OpCos.
1 Renegotiating Forex-denominated contracts to
Flexible
Chief financial officer
local currency contracts
2 Hedging foreign currency denominated payables
and loans, and matching assets and liabilities,
where possible
3 Adequate funding arrangements to mitigate
any short-term liquidity constraints caused by
fluctuations in Forex supply
4 Geographical diversification enables access to
liquidity across our footprint
5 Ongoing review of asset monetisation
opportunities for the reduction of foreign currency
denominated loans at the HoldCo
Governance and compliance risks
Description of risk
How we mitigate this risk
RISK
11
Non-compliance to legal and regulatory requirements
We operate in diverse legal and regulatory
environments. Establishing and maintaining
adequate procedures, systems and controls
enables us to comply with our obligations for the
services we provide to our customers in all the
jurisdictions where we operate. We are required to
comply with Know Your Customer, anti-money
laundering, anti-bribery and corruption, sanctions,
data privacy, quality of service and other laws
and regulations. A failure to comply could lead to
unanticipated regulatory penalties and sanctions
or tax levies, as well as damage to our reputation.
1 Instituting various policies across the Group to
comply with legal requirements in jurisdictions
where we operate
2 Continuing engagement with regulators and
industry bodies on key policy matters
3 Implementing a regular compliance tracking
process, identifying root causes for cases of
non-compliance and taking corrective actions
4 Implementing an escalation process for reporting
significant matters to the Group office
5 Communicating with and training employees on
relevant company policies
Risk
appetite
Risk
owners
Averse-
cautious
Chief legal officer
and chief regulatory
officer
Airtel Africa plc Annual Report and Accounts 2022
85
Key to our strategic pillars Win with network Win with distribution Win with data Win with mobile money Win with cost Win with peopleStrategic reportPrincipal risks and mitigation continued
Emerging risks
Climate change: we continue to evaluate the potential impact
of climate change on our business operations and on the
economies in which we operate. We’re committed to analysing
our climate-related risks and readiness and to working towards
the disclosure recommendations of the Task Force for
Climate-related Financial Disclosures (TCFD), as described
on pages 52-58.
Our ambition is to achieve net zero GHG emissions ahead of
the 2050 deadline set out in the Paris Agreement as part of
our sustainability strategy, described on pages 43-58.
Our risk management framework gives our
Board and Executive Committee a clear
line of sight over risks and uncertainties
and enables informed decision making.
Peter Odedina
Chief compliance officer
Key development in principal and emerging risks within the financial year
Based on risk reviews conducted during the financial year, the following changes occurred in the Group’s emerging risks from the last
financial year:
Risk
Post-Brexit regulatory environment
Covid-19
Exchange rate fluctuations and
availability of funds for repatriation
Adverse competition and market
disruption
Digitalisation and innovation
Leadership succession planning
Changes
This was removed as an emerging risk after our review of the situation following Brexit, given the fact
that the Group’s operating subsidiaries are located outside the UK and EU. We will continue to
monitor this risk.
The potential impact/consequence of this principal risk was assessed as reducing from significant
to moderate (see the ‘heat map’ on page 82), since the company has developed capabilities to
effectively manage and adapt its operations to cope with disruptions attributed to the pandemic.
On 4 February 2022, Airtel Africa announced that its 100% owned subsidiary, Bharti Airtel
International (Netherlands) B.V., had elected to redeem all of its 5.125% guaranteed senior notes due
in 2023 (Notes), aggregating to $504,915,000, on 4 March 2022 (Redemption date), ahead of its
maturity in March 2023. In addition to the outstanding principal, the redemption price will include
settlement of all outstanding accrued interest up to the redemption date, plus the applicable
make-whole premium in accordance with the terms of the Notes. This early redemption aligns with
the continuation of our pursuit of a reduction of external foreign currency debt at the Group level.
On 4 November 2021, Airtel Africa’s subsidiary Smartcash Payment Service Bank Limited
(Smartcash) was granted approval in principle to operate a payment service bank (PSB) business in
Nigeria. On 14 November 2021, Airtel Africa’s subsidiary Airtel Mobile Commerce Nigeria Ltd was
granted approval in principle by the Central Bank of Nigeria to operate as a super-agent in Nigeria.
The super-agent licence is distinct from the PSB licence. Under the super-agent licence, we are able
to create an agent network that can service the customers of licensed Nigerian banks, payment
service banks and licensed mobile money operators in Nigeria. Final approval of the super-agent
licence is subject to the Group satisfying certain standard conditions.
To further strengthen our digitalisation drive and provide seamless solutions to our customers, the
Airtel Africa Digital Labs team was further expanded with the launch of Airtel Africa Digital Labs in
Nigeria during the year. The Airtel Africa Digital Labs team is our dedicated technology arm focused
on building and scaling technology platforms and digital products that impact customers’ lives and
fundamentally transform the way we operate. The team is focused on solving complex problems
using latest technologies through innovative new product development spanning analytics,
platforms, digital consumer products and enterprise product engineering. This allows us to improve
productivity as an organisation, while providing a more seamless digital experience to our customers.
For more information about Digital Labs, see page 73.
Airtel Africa plc opened a new office in Dubai, adding to its existing administrative office locations in
Nairobi, London, Amsterdam and Delhi.
The Executive Committee will operate out of the new office which provides for significantly improved
connectivity and enhanced cooperation with our 14 operating markets across Africa and with our
other administrative offices. This new office location not only provides the Group with access to an
expanded pool of global talents cutting across Europe, the Middle East and Africa but also provides
flexibility in our talent acquisition and retentions processes.
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Airtel Africa plc Annual Report and Accounts 2022
Strategic reportOur long-term viability statement
The preparation of this long-term viability statement
involved the Board reviewing the Group’s long-term
prospects and ability to meet future commitments
and liabilities as they fall due over the three-year
review period, including scenario analysis on
liquidity events through stress and sensitivity test to
assess the resilience and strength of our forecasts.
Viability statement of Airtel Africa plc
In accordance with provision 31 of the 2018 UK Corporate
Governance Code, the Board assessed our long-term strategic
prospects, as well as the ability of the Group to meet future
commitments and liabilities as they fall due within the assessment
period.
The Group prepares a ten-year strategic business plan which is used
for long-term forecasting purposes and impairment testing (including
strategic decisions such as capital investment) and is aligned with
the average life of our regulatory licences and network assets and
the potential opportunities in the under-penetrated emerging African
telecom sector.
For the purpose of our long-term viability assessment, the Board
primarily focuses on liquidity and assesses the Group’s long-term
viability assessment over a three-year period for the following reasons:
• our three-year liquidity plan matches the current visibility of the
tenure of our financing arrangements
• the design and payout of the management incentive plan.
While the Board believes the Group will be viable over a longer period,
given the inherent estimation uncertainty involved in forecasting
liquidity assumptions over a longer period, the Board concluded that
a three-year period provides a reasonable degree of confidence
while still retaining a longer-term perspective. Although our long-term
viability assessment is performed over a three-year period which
matches the current tenure of our financing arrangements as a matter
of prudence, the Group also assessed viability on a five-year time
horizon. Given the maturities of our existing financing arrangement
which are materially within the three-year period, the assessment on
this five-year period did not result in material changes in conclusion
as compared to the three-year assessment period. For goodwill
impairment test, the Group has used a ten-year period, taking into
account the nature of markets in which the Group operates, the
period of its licences, etc. as against the three-year period for viability
assessment which focusses on Group’s liquidity plan and design/
payout of management incentive plan being the core elements of
long-term viability assessment.
In assessing the Group’s prospects, the directors considered 5G
cellular network potential in the markets where the Group operates.
The Group’s first endeavor is to secure spectrum for 5G launch and roll
out 5G network in key markets. Given the relatively low 4G customer
penetration in the countries where it operates, the Group will continue
to focus its strategy to expand its data service and increase data
customer penetration by leveraging and expanding its leading
4G network.
This assessment is prepared based on our strategy, and adequate
sensitivity and stress tests have been conducted through various
scenarios, both individually and collectively, based on our overall risk
assessment framework.
Our communities continued to face health and economic challenges
linked to Covid-19 and the omicron variant. Over the past two years
of the pandemic, the Group has developed capabilities to effectively
Board’s assessment
Assessment period
The viability assessment is
based on our current
business model (see pages
24-25 of this report), a
three-year prospect
horizon, and our strategy
(see pages 31-42).
Principal risk
assessment
Our risk evaluation is
described on pages 80-86.
While each principal risk
has been carefully
evaluated, both individually
and collectively, and an
adequate monitoring and
mitigation plan has been
defined, we have also
considered sensitivity
analyses and stress tests
on the three-year
projections.
Long-term prospects
and headroom analysis
Our three-year plan has
been prepared considering
organic growth potential in
the geographies where we
operate.
Scenario analysis
We have quantified the
impact of sensitivities on
cash and liquidity
headroom availability, both
individually and collectively,
in reasonable worst-case
scenario. In assessing the
impact of sensitivities on
cash and liquidity
headroom, we have
considered various
mitigating actions which
could be undertaken to
ensure sufficient liquidity.
Assessment of headroom based on forecast cash flows and
sensitivities to assess our ability to meet future commitments
and liabilities as they fall due over the next three years.
manage and adapt its operations to cope with varying levels of
disruptions attributed to the virus. The Covid-19 pandemic made clear
that mobile technology, and mobile money in particular, has a huge
role to play in keeping people connected, delivering vital financial
support and providing safe, no-contact ways to pay for food, electricity
and other life essentials.
Despite the significant challenges the business faced during the
course of the pandemic, our operating model proved to be resilient to
the social and economic impact brought by Covid-19. However, we
have continued to give specific consideration to the impact of Covid-19
on our cash flows with sensitivities performed, including possible
incremental revenue decline, an unanticipated increase in costs,
including additional tax and regulatory levies, currency devaluation
and availability of foreign currency for repatriation to the Group.
Further, notwithstanding the possible impacts of Covid-19, the Group
will continue to benefit from population growth and the need for
increased connectivity and financial inclusion in the medium to
long term in the countries where we operate.
The company ended the year in a strong financial position. Net cash
generated from operating activities increased by 20.7% in the last
12 months to $2bn, and our net debt to EBITDA ratio continued to
improve to 1.3x at the end of this financial year. Our cash balances, in
conjunction with $587m of committed undrawn facilities at the date
of approval of these financial statements, ensure we can continue to
meet our financial obligations. During the year, we repaid approx.
$1.4bn of bonds. EUR750m ($915m) bond was repaid when due in
May 2021, and in March 2022 we repaid $505m USD bond one year
earlier than its March 2023 redemption date. We were able to make
these repayments because of our increased cash generation, and
by using the proceeds from Airtel Money minority investments and
tower sales. Post these repayments, only $1bn of long-term bonds will
remain outstanding for the Group, with maturity falling in May 2024.
Airtel Africa plc Annual Report and Accounts 2022
87
Strategic reportOur long-term viability statement continued
The key risks considered in the stress tests, keeping in mind the demographical and sectoral dynamics along with their potential negative
impacts, are detailed here:
Stress tests done
Slowdown in
revenue
growth
Increase in
operating
expenses
Unanticipated
regulatory
and tax levies
Link to principal risks
and uncertainties
Description
• Adverse competition and
market disruption
• Technology obsolescence
• Network resilience and
business continuity
• Digitalisation and innovation
• Cyber and information
security threats
• Increase in cost structure
• Digitalisation and innovation
Revenue is projected on a number of assumptions such as subscriber base, rates and
change in average revenue per user. A change in any of the assumptions due to adverse
competition and market disruption may affect overall revenue growth. In most cases,
changes in one such assumption (e.g., in rates) are compensated either fully or marginally
by a corresponding change in other variables (e.g., subscriber base). Changes not fully
compensated lead to a reduction in the rate of revenue growth. We have modelled stress
test scenarios for various levels of slowdown across segments and revenue streams.
With operations spread across 14 markets and each country having a different economic
and business environment, there is always a risk of operating costs increasing beyond
projected levels.
• Non-compliance to legal and
regulatory requirements
• Internal controls and
compliance
As we work in diverse and dynamic legal environments, it’s necessary to establish and
maintain adequate procedures, systems and controls to ensure we comply with our
obligations in all the jurisdictions in which we operate. There will always be a risk of
unanticipated regulatory and tax levies affecting our profitability and, therefore, additional
tax and regulatory levies have been considered in the stress tests.
Exchange
rate
fluctuation
• Exchange rate fluctuation
and availability of foreign
currency for repatriation to
the Group
We are constantly exposed to the risk of adverse currency fluctuations, given our operations
in 14 different markets with different functional currencies. Furthermore, we could face low
availability of foreign currency in some of our markets constraining our ability to fully benefit
at the Group level from the strong cash generation of our local businesses.
Covid-19
impact
• Uncertainties arising out of
Covid-19 pandemic
We have stress tested the plan for various levels of currency devaluation across operating
entities, including the risk of availability of foreign exchange, leading to repatriation of cash
from operating entities to the Group holding companies and the resulting impact on cash
flows and liquidity headroom at the Group level.
Covid-19 continues to be a healthcare crisis and a major disruptor in the lives of people and
the economic activities of businesses and governments across the world. The pandemic
has underlined how critical telecoms are to the countries in which we operate, and
throughout the crisis we have maintained our services while supporting communities,
including by coordinating medical relief with respective governments.
Telecom operators have, therefore, continued to enjoy recognition as essential service
providers. This helped us keep our networks open and people and service providers
connected.
We have carried out extensive scenario analysis looking at the possible negative effect of
the outbreak on the business via a possible reduction in revenue growth and a possible
increase in operating expenses.
As part of our assessment, in considering the above sensitivities we
have also factored in possible mitigations against such sensitivities.
None of the sensitivities (net of possible mitigations) impact our
opening headroom by more than 10%.
Conclusion
The results of stress-testing our forecasts over the three-year period
for the above sensitivities, including the possible impact of Covid-19,
demonstrate that the Group will be able to withstand these impacts
over the period of its financial forecasts. The Board has a reasonable
expectation that no single or plausible combination of events would
affect long-term viability, even under the severe stress tests, and the
Group would be able to continue operating and meet its liabilities over
the three-year period.
In order to reach this conclusion, the Board has considered:
• Possible actions to mitigate the impact of risks in the severe stress
tests, including limiting or delaying discretionary capital expenditure
without compromising on network quality, optimising operating
expenditure and reducing or stopping dividend payments
• Accessing additional funding, including financing facilities and
access to the debt capital markets in order to repay debt which
matures over the three-year period while maintaining adequate
liquidity headroom
88
Airtel Africa plc Annual Report and Accounts 2022
• The internal and external environment, current and long-term
prospects, and the strategic intents and directions adopted by
management
• The risk framework, potential sensitivities around the principal risks
and mitigating factors.
The Board has concluded that the Group would be in a position to
access debt capital markets and meet our financing needs as and
when required.
Based on this assessment and in accordance with requirements of
provision 31 of the 2018 UK Corporate Governance Code, the Board
has concluded that we have the ability to continue our operations
and be able to meet our commitments and liabilities over the
assessment period.
The strategic report was approved by the Board of directors on
10 May 2022 and signed on its behalf by:
Olusegun Ogunsanya
Chief executive officer
10 May 2022
Strategic reportGovernance
report
In this section
90 Our Board of directors
94 Our Executive Committee
96 Chair’s introduction
98 Our leadership
103 Board evaluation
104 Audit and Risk Committee report
114 Nominations Committee report
119 Our compliance with the
UK Corporate Governance Code
123 Directors’ report
127 Directors’ responsibilities statement
128 Directors’ remuneration report
Airtel Africa plc Annual Report and Accounts 2022
89
Our Board of directors
Sunil Bharti Mittal
Chair
N M
Date appointed to Board: July 2018
Independent: no
Age: 64
Nationality: Indian
Segun Ogunsanya
Managing director and CEO
M S
Date appointed to Board: October 2021
Independent: no
Age: 55
Nationality: Nigerian
Skills, expertise and contribution
Sunil is the founder and chairperson of Bharti Enterprises, one of India’s foremost
first-generation corporations with interests in telecoms, financial services, processed
food, real estate and hospitality. Bharti Airtel, the flagship company of Bharti
Enterprises, is a global telecommunications company operating in 17 countries
across South Asia and Africa and ranking among the top three mobile operators
globally. Airtel is one of India’s largest integrated telecoms providers and the second
largest mobile operator in Africa, serving over half a billion customers.
Skills, expertise and contribution
Segun has joined the Board after 10 years as managing director and CEO of our
Nigeria operations, with responsibility for our largest market in Africa. He brings to
the Board a depth of knowledge about African markets and more than 25 years
of business management experience in banking, consumer goods and telecoms.
Segun attends all Board meetings, Audit and Risk Committee meetings and chairs
the Sustainability Committee. He is invited to attend the Remuneration and
Nominations Committee meetings.
Sunil is the pioneering force behind the mobile revolution in India – he revolutionised
the business model at Bharti Airtel to make affordable voice and data services
available to all. Airtel has transformed the quality of lives of millions of people globally,
providing connectivity and digital empowerment. As chair of the Board, his leadership
has brought immense value to Airtel Africa through his futuristic vision, vast
knowledge and industry expertise.
Sunil is a recipient of the Padma Bhushan, one of India’s highest civilian honours.
External commitments
• Founder and chairperson of Bharti Enterprises and Bharti Airtel
• Chairperson of OneWeb Holding Limited
• Member of the International Business Council, World Economic Forum (WEF)
• Member of the Global Board of Advisors, Council of Foreign Relations (CFR)
• Commissioner of the Broadband Commission
• Trustee at the Carnegie Endowment for International Peace (CEIP)
• Member of the Board of Qatar Foundation Endowment (QFE)
• Member of the India-US, India-UK and India-Japan and India-Sweden CEO Forums
• Co-chair of the India-Africa Business Council
Previous roles
Sunil has served on the boards of several international bodies. He was the
chairperson of the International Chamber of Commerce (ICC) from June 2016 to
June 2018 and the chairperson of GSM Association (GSMA) from January 2017 to
December 2018. He was the president of the Confederation of Indian Industry (CII)
from 2007 to 2008. Sunil is associated with spearheading Indian industry’s global
trade, collaboration and policy – he has served on the Prime Minister of India’s
Council on Trade and Industry.
Sunil has also served on the boards of several multinational companies including
Unilever, Standard Chartered Bank and SoftBank Corp.
Sunil is a nominee of Bharti Airtel.
Other commitments
Board member of Bharti Airtel International (Netherlands) B.V., Bharti Airtel Africa B.V.
and Airtel Networks Limited – all subsidiaries of the Group.
Previous roles
Before joining Airtel in 2013, Segun held leadership roles at Coca-Cola’s bottling
operations in Ghana, Kenya and Nigeria (as CEO). He has also been the managing
director of Nigerian Bottling Company Ltd (Coca-Cola Hellenic owned) and head of
retail banking operations at Ecobank Transnational Inc, covering 28 countries in
Africa. Segun is a chartered accountant and an engineer. He was awarded African
Business Leader of the Year in September 2021.
During the reporting period, Segun participated in a targeted mentoring programme
to enhance his UK listed plc experience.
Jaideep Paul
Chief financial officer
S
Date appointed to Board: June 2021
Independent: no
Age: 60
Nationality: Indian
Skills, expertise and contribution
Jaideep brings more than 30 years of leadership and financial experience to our
Board, with 18 of these in the telecoms industry. He chairs our Finance Committee
and attends all Board meetings, Audit and Risk Committee and Sustainability
Committee meetings.
Other commitments
Board member of Bharti Airtel International (Netherlands) B.V., Bharti Airtel Africa B.V.
and Airtel Networks Limited – all subsidiaries of the Group.
Previous roles
Before becoming our chief financial officer in 2014, Jaideep was CFO at Airtel Nigeria,
Fairtrade LLC Muscat and Bharti Retail. He has also held financial roles at Mumbai
Circle and Bharti Airtel Delhi Circle, as well as senior roles at HCL, Telstra V-Com and
Caltex. Jaideep started his career at Pricewaterhouse and is a qualified chartered
accountant.
90
Airtel Africa plc Annual Report and Accounts 2022
Key to committeesAR Audit and Risk CommitteeN Nominations CommitteeR Remuneration CommitteeM Market Disclosure CommitteeS Sustainability Committee Committee chairGovernance reportAndrew Green CBE
Senior non-executive director
N AR M
Date appointed to Board: April 2019
Independent: yes
Age: 66
Nationality: British
Douglas Baillie
Non-executive director
N R M
Date appointed to Board: April 2019
Independent: yes
Age: 66
Nationality: British
Skills, expertise and contribution
Andy brings many years of global financial and strategic experience to the Board.
Through his work with a number of multinational organisations, he can draw on a
wide knowledge of diverse issues and outcomes to provide constructive challenge
and robust scrutiny of matters that come before the Board.
External commitments
• Group chair of Simon Midco Limited (the holding company of Lowell Group)
• Chair at Gentrack Group Limited (NZX/ASK)
• Non-executive director at Link Administration Holdings Limited (ASX)
• Commissioner at the National Infrastructure Commission
• Trustee of WWF UK and Disasters Emergency Committee
• Chair of Water Aid UK
Previous roles
Andy was previously senior independent director of Avanti Communications plc and
ARM Holdings plc and chairperson of the Digital Catapult and IG Group plc. He was
chief executive officer of Logica plc until its sale in 2012. His prior roles include those
at BT Group plc, including CEO of BT Openworld, CEO of BT Global Services and CEO
of Group Strategy and Operations and various roles at Shell and Deloitte. Andy has
held a number of non-executive directorships in the US, Hong Kong, Germany and
the UK.
Awuneba Ajumogobia
(née Iketubosin)
Non-executive director
R AR
Date appointed to Board: April 2019
Independent: yes
Age: 63
Nationality: Nigerian
Skills, expertise and contribution
Awuneba is a chartered accountant with broad experience in assurance, taxation,
finance and advisory services across several industries. Her expertise as an
assurance and finance specialist, garnered at leading professional services firms
and in the Nigerian market, make her instrumental to Board decision-making.
External commitments
• Executive director at Multistream Energy Limited
• Board chair at CAP Plc
• Governing council chair at Grange School, Lagos
• Board member of University of Ibadan Research Foundation
• Member of the Finance Committee of the Musical Society of Nigeria (MUSON)
• Council member Nigeria British Chamber of Commerce
Previous roles
Awuneba was a board member at UAC of Nigeria Plc (UACN) from 2009 to 2019.
During her tenure, she chaired the Risk Management Committee and was a member
of the Statutory Audit Committee. Prior to this, she developed her career at Peat
Marwick, Deloitte and Accenture. Awuneba was also a board member at UPDC Plc,
and has held advisory and implementation roles with a number of national
development projects in Nigeria.
Skills, expertise and contribution
Doug brings vast leadership experience in both private and public sectors to the
Board and his role as the chair of the Remuneration Committee. His background in
diverse leadership roles and human resources is particularly useful to the Board
when considering the Airtel Africa culture, employee management, executive
remuneration and other employee-related activities.
External commitments
• Vice chairperson of the MasterCard Foundation
• Director of the Leverhulme Trust
• Non-executive director of the Huhtamaki Group
Previous roles
Doug spent 38 years at Unilever, where his roles included president of Western
Europe in the Netherlands until 2011, Group vice president of South Asia, CEO
Hindustan Unilever in India until 2008, Group vice president Africa and the Middle
East from 2004 until 2006, and chief HR officer from 2011 until 2016.
John Danilovich
Non-executive director
R
Date appointed to Board: April 2019
Independent: yes
Age: 71
Nationality: American
Skills, expertise and contribution
John has held executive leadership roles in international business and government
for several decades. As a global business leader and distinguished diplomat, he has
extensive experience in regional and international trade-related issues. To Airtel
Africa, he brings skills in building international partnerships and advocacy with
policymakers, foreign dignitaries and business leaders, and provides constructive
challenge and robust scrutiny of matters that come before the Board.
External commitments
• Board and council member at the Harvard Chan School of Public Health, the Center
for Strategic International Studies (CSIS) and Chatham House (UK)
• Member of the Council on Foreign Relations (New York) and an elected member of
the American Academy of Diplomacy
Previous roles
From 2009-2021, John served on the board of directors of d’Amico International
Shipping. He was Secretary General of the International Chamber of Commerce
(ICC) in Paris from 2014 to 2018 and CEO of the Millennium Challenge Corporation
in Washington from 2005 to 2009. He has been the US ambassador to Brazil and
to Costa Rica. While on the board of the Panama Canal Commission, he acted as
chairperson of the Commission’s Transition Committee prior to the handover of the
canal by the US to Panama. In his distinguished career, he also played a significant
role in the Central American Free Trade Agreement (CAFTA).
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Airtel Africa plc Annual Report and Accounts 2022Governance reportOur Board of directors continued
Tsega Gebreyes
Non-executive director
Date appointed to Board: October 2021
Independent: yes
Age: 52
Nationality: Ethiopian
Skills, expertise and contribution
Tesga brings deep financial services and commercial experience to the Board
gained from global senior executive and non-executive roles in the financial
services, international business, mergers and acquisitions, mobile commerce
and technology sectors.
External commitments
• Board member of London Stock Exchange Group
• Partner at Satya Capital Limited
Previous roles
Tsega formerly served as vice-chair and chair of the Finance Committee of SES SA.
She spent seven years at Celtel International (re-branded Zain Group), a leading
mobile telecommunications provider in the Middle East and North Africa. During her
time at Celtel, Tsega held various senior roles including senior group adviser, Zain
Africa BV, chief strategy and development officer, chief business development and
mergers & acquisitions officer, and director of Mobile Commerce and New Product
Development. From 1996 to 2000, Tsega was founding partner at New Africa
Opportunity Fund LLP.
In addition to her senior executive positions, Tsega has served as a non-executive
director of Celtel International BV, Hygeia Nigeria Limited, ISON Group and Sonae SA.
She has also been a trustee of the global charity Save the Children.
Annika Poutiainen
Non-executive director
AR S
Date appointed to Board: April 2019
Independent: yes
Age: 51
Nationality: Finnish
Skills, expertise and contribution
Annika’s wide-ranging experience in audit and regulatory engagements contributes
to her performance as a member of the Board and Audit and Risk Committee. With
her legal background and deep knowledge of auditing, accounting and financial
reporting, she brings a keen scrutiny to all governance and regulatory matters.
Annika is our Board sustainability champion and is a member of the Sustainability
Committee.
External commitments
• Working chair of the Council for Swedish Financial Reporting Supervision
• Member of the Swedish Audit Academy
• Member of the Nasdaq Helsinki Listing Committee
• Board member of the Carpe Diem Foundation, which runs the top-ranked Swedish
elementary school, Fredrikshovs Slott Skola
• Director of Truecaller
• Advisory Board member of Unzer Group GmbH
Previous roles
Annika has been a board and audit committee member of listed companies eQ Abp,
Hoist Finance AB, Saferoad AS (delisted in September 2018) and Swedbank AB, as
well as industry advisor to strategic communications firm JKL Group. She advised
the Swedish government on the national implementation of the reformed EU market
abuse regime and was head of market surveillance Nordics at Nasdaq and head
of unit, prospectuses, exchanges and clearing houses at the Swedish Financial
Supervisory Authority. She was also an associate in the Capital Markets Group at
Linklaters London and has been a practising solicitor in both the UK and Finland.
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Airtel Africa plc Annual Report and Accounts 2022
Ravi Rajagopal
Non-executive director
AR N M
Date appointed to Board: April 2019
Independent: yes
Age: 66
Nationality: British
Skills, expertise and contribution
With experience in diverse industries such as healthcare and consumer brands, as
well as in chairing other audit committees, Ravi brings a wealth of recent financial
experience and cultural insight to our Board and Audit and Risk Committee.
External commitments
• Chairperson of Fortis Healthcare Limited, India
• Trustee of the Science Museum Foundation, UK
• Vice Chairman, Peabody Housing Ltd
Previous roles
Ravi was previously independent director and chair of the Audit Committee of
Vedanta Resources Limited, UK and chairperson of JM Financial, Singapore Pte Ltd.
He held financial leadership roles at Diageo until retiring in 2015, including group
controller in the UK with responsibility for the spirits business across sub-Saharan
Africa and global head of mergers and acquisitions. Starting in 1979, Ravi held various
roles at ITC India, including a secondment to West Africa with Bharti Airtel Telecoms.
He has held numerous positions on various joint venture boards and Diageo’s India
advisory board, and was non-executive director of United Spirits in India.
Kelly Bayer Rosmarin
Non-executive director
Date appointed to Board: October 2020
Independent: no
Age: 45
Nationality: Australian
Skills, expertise and contribution
Kelly brings to the Board a unique blend of technology, commercial and management
expertise from a career spanning financial services, management consulting, the
Silicon Valley tech sector and telecoms. She also brings a valuable acumen in
leadership, banking, risk management, regulated markets and innovation at scale.
Kelly has an impressive track record of delivering results, growing and operating large
global businesses. She is known for her expertise in leveraging technology, data and
analytics to develop leading customer services and experience.
In 2021, Kelly was named one of the top 3 tech CEOs in Australia and top 10 global
5G Leaders. She has also been named one of the Top 25 Women in Asia Pacific
Finance, the Top 10 Businesswomen in Australia, and 50 Most Powerful Women
in Australian Business. Kelly is a nominee of Singtel to our Board.
External commitments
• CEO at Singtel Optus Pty Limited and member of the Singtel Management
Committee
• Non-executive director at REA Group Ltd (ASX)
• Member of Chief Executive Women
• Elected as a Fellow of the Australian Academy for Technology, Science and
Engineering (ATSE)
Previous experience
Kelly has held a variety of executive roles, including Group Executive, Institutional
Banking and Markets on the executive team of the Commonwealth Bank of Australia.
Her career began in Silicon Valley with both start-ups and established software
companies working in product development, business development, marketing,
M&A and strategy. After a stint as a management consultant with the Boston
Consulting Group, Kelly joined Commonwealth Bank in 2004 and held a variety of
senior roles across the Institutional and Business Banking divisions, before being
appointed to the bank’s executive in 2013.
Kelly has previously been a board member at OpenPay, the Football Federation
of Australia (FFA) and served on the University of New South Wales Engineering
Faculty Advisory Board, the Australian Government’s FinTech Advisory Group and
NSW Government Digital Advisory Panel.
Kelly is a nominee of Singtel.
Governance reportAkhil Gupta
Non-executive director
Date appointed to Board: October 2018
Independent: no
Age: 66
Nationality: Indian
Skills, expertise and contribution
Akhil brings vast financial, strategic and telecoms expertise to our Board and is
invited to attend our Audit and Risk Committee meetings. He has played a pivotal
role in the Bharti Group’s phenomenal growth in the telecoms sector, both organically
and through various acquisitions. His innovative thought leadership has helped
Bharti Airtel achieve healthy margins while offering some of the lowest tariffs in
the world.
External commitments
• Vice chairperson of Bharti Enterprises
• Chairperson of Digital Infrastructure providers Association (DIPA)
• President of Telecom Sector Skill Council (TSSC)
• Board member of OneWeb Holdings Limited
Previous roles
Akhil led the formation of various partnerships for Bharti with operators like British
Telecom, Telecom Italia, Singapore Telecom and Vodafone, as well as with financial
investors such as Warburg Pincus, Temasek, KKR, Qatar Foundation Endowment,
AIF and Sequoia. He was behind the separation of passive mobile infrastructure and
the formation of one of the largest tower companies in the world, Indus Towers Ltd
– a notable example of collaborating at the back end while competing at the
front end. He also executed the acquisition of Zain Group’s mobile operations in
15 countries across Africa, the second largest outbound deal by an Indian company.
Akhil is a nominee of Bharti Airtel.
Shravin Bharti Mittal
Non-executive director
Date appointed to Board: October 2018
Independent: no
Age: 34
Nationality: British
Skills, expertise and contribution
As the entrepreneurial founder of a top-performing global technology investment
firm, Shravin brings diverse views and expertise in the tech sector to our
discussions and decision-making, and is invited to attend our Remuneration
Committee meetings.
External commitments
• Founder of Unbound, a long-term investment firm aiming to build and back
technology companies
• Managing director of Bharti Global Limited
• Board member of Oneweb Holdings Limited
• Board member of technology companies mPharma, Cars24, Syfe, Paack and
FreightHub
Previous roles
Shravin was previously at SoftBank Vision Fund, a $100bn fund investing in
technology companies, and assistant director at Better Capital, a private equity firm
in London where he turned around distressed retail and manufacturing businesses.
Before this, he was involved in the launch of 3G at Airtel India and on the senior
management team at Airtel Africa, where he spearheaded the post-acquisition
integration of Zain. Before Airtel, he worked with J.P. Morgan investment bank
covering technology, media and telecoms.
Shravin is a nominee of Bharti Airtel.
Board age (years)
70–79
8%
20–39
8%
40–49
8%
50–59
23%
60–69
54%
Board nationality
Ethiopian
8%
Finnish
8%
British
30%
Indian
23%
Board gender ratio
Nigerian
16%
American
8%
Australian
8%
Women
31%
Men
69%
Airtel Africa plc Annual Report and Accounts 2022
93
Key to committeesAR Audit and Risk CommitteeN Nominations CommitteeR Remuneration CommitteeM Market Disclosure CommitteeS Sustainability Committee Committee chairGovernance reportOur Executive Committee
Chief executive officer
Chief financial officer
Regional directors
Business heads
Functional heads
Segun Ogunsanya
Jaideep Paul
C Surendran
MD and CEO Nigeria
Ian Ferrao
Regional Director –
East Africa
Michael Foley
Regional Director –
Francophone Africa
Vimal Kumar Ambat
CEO, Airtel Money
Luc Serviant
Group enterprise director
Ramakrishna Lella
Chief supply chain officer
Daddy Mukadi
Chief regulatory officer
Stephen Nthenge
Head of internal audit
and risk assurance
Olubayo Adekanmbi
Chief strategy, partnership
and sustainability officer
Rogany Ramiah
Chief human resources
officer
Neelesh Singh
Chief information officer
Razvan Ungureanu
Chief technology officer
Chief legal officer – vacant
Chief commercial officer –
vacant
C Surendran
Managing director and CEO,
Airtel Nigeria
As managing director and CEO of Airtel Nigeria,
Surendran is responsible for operations in our largest
market in Africa. He drives the execution of our strategy
in Nigeria in line with Group-level functional teams.
Luc Serviant
Group enterprise director
Luc leads our enterprise business strategy. This
includes helping SMEs, corporate and government
customers across Africa adopt fixed and mobile
network solutions to accelerate their growth, digital
transformation and business productivity.
Luc has more than 26 years’ international experience
in marketing and implementing core network and ICT
solutions for the enterprise sector. He has held various
roles at Orange Business Services – from head of
global services in Switzerland to head of consulting
and solutions integration APAC in Singapore, and
most recently as vice president Middle East and Africa,
based in Dubai. He has also held a variety of positions
at SITA (Société Internationale de Télécommunications
Aéronautiques), Global One Telecommunications and
Alcatel-Lucent.
Luc has been an ExCo member since joining Airtel
Africa in 2019.
Surendran was appointed in May 2021, when he
also joined the ExCo, from Bharti Airtel. There he
contributed immensely over 18 years to customer
experience, sales and business operations. In his most
recent role as CEO of Karnataka, the largest business
in Airtel India with over $1bn in revenue, he delivered
exceptional performance and a significant increase in
revenue market share over the last few years. He has
over 30 years of business experience.
Business heads
Vimal Kumar Ambat
CEO, Airtel Money
Vimal joined Airtel Africa in 2021. He leads our Airtel
Money business – managing its financial performance,
strategic direction and priorities, brand strength and
growth in customers.
To Airtel Africa, he brings over 27 years of leadership
experience at leading banks in Asia, the Middle East
and Africa. Immediately before joining Airtel Africa,
Vimal was the chief executive of Retail and Business
Banking and chief digital officer for the Absa Group
Regional Operations in nine countries.
Regional directors
Ian Ferrao
Regional director – East Africa
Ian is responsible for managing our financial
performance and accelerating profitable growth in
East Africa. He works with local MDs in each market to
develop strategy and execution plans, helps develop
local leadership teams and improves the coordination
between Group level and teams in local operating units.
Ian has spent the last 16 years leading telecoms
organisations in Africa, both as an entrepreneur and a
corporate CEO. He joined Airtel Africa and the ExCo
in 2019 to lead our East Africa operations in Kenya,
Tanzania, Uganda, Rwanda, Zambia and Malawi. Before
Airtel Africa, Ian was the CEO for Vodacom Tanzania,
where he led the company’s IPO onto the DSE. He’s
also served as CEO of Vodacom Lesotho, CCO for
Vodacom Business Africa and commercial director
and shareholder of AfriConnect Zambia.
Michael Foley
Regional director, Francophone
Africa
Michael has been an ExCo member since joining Airtel
Africa in 2020. He is responsible for managing financial
performance and accelerating profitable growth in our
Francophone Africa operations. Michael works with
local MDs in each market to develop strategy and
execution plans, helps develop local leadership teams
and improves the coordination between Group level
and local operating teams.
Over the last 35 years, Michael has led telecoms,
consumer goods, fintech and gaming businesses in
the US, Asia and Africa, as well as in his native Canada.
His most recent role was as CEO of Telenor’s
operations in Pakistan, Bulgaria and Bangladesh.
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Airtel Africa plc Annual Report and Accounts 2022
Governance reportNeelesh Singh
Chief information officer
Neelesh defines and implements the IT strategy across
our business in 14 countries. He specialises in leading
large engineering teams, building scalable software
platforms, revamping operating models, executing
complex business transformations, setting up
greenfield operations, building distributed private
clouds and simplifying enterprise architecture.
To Airtel Africa, he brings 22 years of international
experience in engineering and information technology
– having worked in range of enterprises in the
public sector, independent software vendors and
communications service providers. Before joining Airtel
Africa in 2017, he held a senior IT leadership role at the
Telenor group, handling various aspects of IT across its
operations in Scandinavia, Central and Eastern Europe
and Asia.
Razvan Ungureanu
Chief technology officer
Razvan leads on our technology strategy and the
delivery of this to the network leadership in each of
our 14 markets. He focuses on strategic network
thinking, design, rollout and the quality of our ongoing
technical operations.
Razvan has 29 years’ experience in telecoms and has
worked in Romania, Belgium, Luxembourg and the
Dominican Republic. Before joining Airtel Africa in 2016,
he was chief technology and information officer for
Digicel, with responsibility for 29 countries in the
Caribbean and Central America.
Functional heads
Stephen Nthenge
Head of internal audit and risk
assurance
Stephen is responsible for our Internal Audit
department, which provides independent auditing
and advice on our risk management, governance
and control processes in line with the purpose, role
and responsibilities in the Audit Charter. He also
oversees the integrity and reliability of our financial
and operational information, the safeguarding of the
company’s assets, and our compliance with laws,
regulations, policies and procedures.
Stephen has more than 25 years’ experience in audit,
enterprise risk and information security management,
having worked for Deutsche Bank AG, JP Morgan
Chase and KPMG in senior management roles in
Australia, Singapore, London and New York. In addition
to leading regional and global audit teams, he helped
to establish risk and governance frameworks for
new products and services as well as regulatory
governance frameworks. He has also led strategic
risk mitigation and transformational programmes.
Stephen is a certified information systems auditor.
Stephen has been an ExCo member since joining
Airtel Africa in 2019.
Rogany Ramiah
Chief human resources officer
Rogany is responsible for leading and developing
our people strategy to support our overall strategic
direction. Her main areas of focus are succession and
talent planning, change and performance management
and enhancing our overall employee experience.
Rogany sits on the Sustainability Committee.
Rogany has 25 years’ experience in retail, media and
consulting, including as senior director with Walmart’s
International People Division and as an executive in
Massmart (a division of Walmart). To her role as CHRO,
she brings global expertise in supporting businesses
on strategy, cultural transformation, business process
re-engineering and organisational redesign. She also
has experience in talent acquisition, talent planning,
remuneration strategy, and developing and leading
HR transformations.
Rogany has been an ExCo member since joining
Airtel Africa in 2019.
Olubayo Adekanmbi
Chief strategy, partnerships and
sustainability officer
Bayo is the newest member of our ExCo, having joined
in December 2021. He’s responsible for leading
strategic business-wide initiatives including innovation,
strategic investment, operational efficiencies and
partnerships. He’s also responsible for delivering our
sustainability strategy.
Bayo’s career includes 20 years in the telecoms
industry, where he held several senior roles in Nigeria
and South Africa leading on strategy, global marketing
and business intelligence.
Ramakrishna Lella
Chief supply chain officer
Rama oversees the procurement of our network
equipment and IT. He also manages our tower
companies and bandwidth, sales and distribution,
supply chain for marketing and HR services, and
warehouse operations and logistics. And he leads
on our cost reduction initiatives.
Ramakrishna has spent more than 30 years in the
telecoms industry, with more than half of this time at
Airtel. Before becoming our chief supply chain officer
in 2016, he led the team setting up various types of
networks (including mobile, NLD/ILD, Enterprise
and DTH) and was the director of supply chain
management for Airtel Nigeria. He has also held
telecoms roles in research and development,
manufacturing (Alcatel and Indian telephone
industries) and service providers (Airtel and
Reliance Jio).
Daddy Mukadi
Chief regulatory officer
Daddy is responsible for our regulatory and
government relations strategy in all 14 operations.
This includes obtaining all necessary resources
(licence, spectrum), ensuring full compliance and
actively helping to shape the policy and regulatory
landscape toward best practice.
Before becoming our chief regulatory officer in 2015,
Daddy held several legal and regulatory leadership
roles across Africa. His most recent role was as
executive head of international regulatory affairs and
executive head of international commercial legal affairs
at Vodacom Group.
With a master’s degree in communications law
(telecoms, broadcasting, media and space & satellite
law) and as author of several volumes of a handbook
for media law practitioners, Daddy brings a broad
understanding of legal and regulatory affairs to his
role at Airtel Africa.
Airtel Africa plc Annual Report and Accounts 2022
95
Governance reportChair’s introduction
Acting with purpose,
underpinned by
strong governance
Our robust governance
mechanism has built
resilience into our
business and has
uniquely shaped us to
capitalise on market
opportunities.
Sunil Bharti Mittal
Chair
96
Airtel Africa plc Annual Report and Accounts 2022
On behalf of the Board, I’m pleased to present our
Corporate Governance Statement. As a Board, we
remain committed to applying the highest standards
of corporate governance, recognising that robust
governance and culture underpin business success.
In this yearly statement, we give investors and other
stakeholders an insight into the governance activities
of our Board and its committees.
This year, we were pleased to welcome a new CEO to Airtel Africa, as
well as two other new members to the Board. We appointed Tsega
Gebreyes as an independent non-executive director; and our chief
finance officer, Jaideep Paul, joined the Board. Tsega and Jaideep
bring considerable operational experience to the Board, which will
serve us well as we work to build a resilient business and capitalise
on significant market opportunities in Africa. Please see the
Nominations Committee report for more details on pages 114-118.
Purpose, values and strategy, and
alignment with culture
The Board kept abreast of:
• Projects during the year to accelerate talent acquisition (including
strategies in our Digital Lab business to mitigate the acceleration of
the war for talent in the tech market)
• Steps taken in response to our employee engagement survey
(through transformation and technology projects like our new
Group-wide app-based employee assistance programme to
enhance our people’s wellbeing)
• The rollout of learning and development programmes for key
competency areas such as coaching, mentoring, and project
management
To meet their 2021/22 objectives of executing our purpose, values and
general strategy and objectives, assessing and monitoring our culture,
and promoting the alignment of culture with purpose, values and
strategy, our Board:
• Supported the rollout of a Group-wide Covid-19 vaccination support
to all our people and their families, addressing the challenges faced
in certain regions (particularly around uptake)
• Reviewed our strategy for Board and executive-level succession
planning and put into place plans for achieving this. For more,
please see our Nominations Committee report on pages 114-118
• Monitored progress against our gender diversity targets at the levels
of Executive Committee, country managing director and leadership.
The Board reinforced its commitment to a more gender-balanced
workforce which is reflected in our hiring policy. Nearly 25% of new
appointments in the reporting period were women
• Supported our learning and development teams’ capacity-building
efforts across the Group, as well as new initiatives around health,
wellbeing and recognition, such as a year-long Digital Lab
programme to improve physical and mental health
• Continued to form strategic partnerships which support our
ambition to transform lives through greater financial inclusion and
empowerment across Africa
While our Board is diverse, and inclusivity is one of our values, we know
we have more to do to embed our diversity and inclusion processes at
all levels of the organisation.
The Board continued to ensure that our resourcing – including
capital, finance and people – is sufficient to achieve our strategy
while continuously improving performance and diversity.
Governance reportRemuneration
We’re submitting our revised Remuneration Policy for approval at the
AGM a year earlier than expected. This is a prudent measure, and the
proposed changes include the introduction of pension arrangements
(specifically, to make provision for the legacy benefits of the CEO),
bonus deferral (one-third for two years) and post-employment holdings
(retain required amount for two years). I believe the new measures are
non-contentious and represent good housekeeping and will formally
incorporate the best practice features introduced in the last two years.
This also gives us the opportunity to make sensible adaptations to
reflect the appointment of a new CEO and CFO and to address the
issues raised by ISS regarding RSU and performance share awards,
which is fully explained in our directors’ remuneration report on pages
128-150. The Board fully supports and endorses the work of the
Remuneration Committee to attract and retain the right talent.
In November 2021, the chair of our Remuneration Committee
consulted with our top 20 investors and proxy agencies to give
background and details of the retirement exit terms of the CEO,
Raghunath Mandava on 30 September 2021 and the appointment
of Segun Ogunsanya, who took office on 1 October 2021.
In February 2022, the Remuneration Committee wrote to our top
20 investors on behalf of the Board to provide details of proposed
changes to our remuneration policy. The committee intends to put the
policy to a binding shareholder vote at our 2022 AGM, together with
more details of how our remuneration policy was applied in 2021/22.
The Board also acknowledged the increasing governance
expectations of Remuneration Committees and the value of continuing
to build an understanding of broader remuneration policies and
practices beyond our executive directors and Executive Committee.
I’m also pleased to see that the committee has fully embraced our
new sustainability strategy and embedded appropriate incentivisation
within the remuneration policy.
An effective and improving Board
At the half year, we took the opportunity to review our Board and
committee processes to build on actions introduced following the
annual evaluation exercise. Coordinated by the company secretary
and led by myself, we considered feedback from Board members to
restructure the agenda and create a new template for papers. We’ve
since found that meetings are run more efficiently, with more time
for strategic and business discussions. We’ll continue to improve our
efficiency by introducing a process to approve suitable papers ‘by
deemed consent’ before each meeting.
Our third independent Board evaluation confirmed that our Board
functions effectively. It’s well balanced and diverse, with a strong mix of
relevant skills and experience. This evaluation once again took place
in the context of a pandemic, with international travel restrictions
meaning Board members were unable to meet in person. It was
good to see positive ratings around the relationships and dynamics
of the Board.
I’m grateful to all the members of the Board for their individual
contributions, and particularly to the chairs of each committee for
establishing and steering their committees during the year. The Audit
and Risk, Remuneration and Nominations Committee chairs have
provided their own reports on their committees’ activities.
In conclusion
I’m confident that your Board is working effective and is geared to
addressing the company’s needs. We have the right balance of
skills, expertise and professionalism to continue to deliver strong
governance, while allowing the CEO and CFO to implement and
deliver our strategy. While I’m pleased with the Board’s activities and
approach when it comes to corporate governance, we continually
look for ways to learn and improve.
I very much look forward to meeting with shareholders at the AGM
on Tuesday 28 June 2022, which will be live-streamed from London.
Along with all your directors attending the AGM, I’m available to
respond to your questions, concerns and suggestions at any time.
Sunil Bharti Mittal
Chair
10 May 2022
Governance highlights for the year ended 31 March 2022
In our annual strategy meeting, we worked together to integrate
our sustainability ambition into strategy and governance
structures. After publishing our sustainability strategy in October
2021, we’ll release our first sustainability report later this year.
A summary of our progress to date, including our engagement
with the Carbon Trust and our partnership with UNICEF, is on
pages 43-58.
We continued to enhance our strategy for improving diversity
and inclusion at all levels of our business and for developing
our succession and contingency planning processes – see
pages 114-118.
We conducted a comprehensive, externally facilitated Board
evaluation – see page 103.
We welcomed a new CEO, as well as our CFO and Tsega
Gebreyes to our Board.
We’ve improved and further applied our business model to
deliver our strategic ambition to transform lives through financial
inclusion and empowerment across the African continent by
rolling out a reliable network, providing affordable data and
serving our customers – see page 24 for our business model and
see page 31 for our strategy. One aspect of this is the ongoing
separation of Airtel Money.
We made our first TCFD disclosure and set out our roadmap for
achieving full TCFD compliance by the end of the calendar year
– see page 54.
We continued working to fully comply with the requirements of
the UK Corporate Governance Code applying to Airtel Africa
for 2022/23. We are in full compliance barring two provisions:
provision 9 (the independence of the chair) and provision 41
(engaging with the workforce on executive remuneration).
Airtel Africa plc Annual Report and Accounts 2022
97
Governance reportOur leadership
Our governance structures
Our Board of directors is the primary decision-making group at Airtel
Africa. Its members guide our operational and financial performance,
set our strategy and make sure we manage risk effectively. See pages
90-93 for details of our Board members.
There is a clear division of responsibilities between our chair, who leads
the Board, and our CEO, who leads the business. You can read more
about the responsibilities of our Board, chair, CEO, senior independent
director and company secretary on our website at www.airtel.africa.
Board committees
In addition to the formal schedule of matters the Board considers,
it delegates key aspects of governance to its committees. We have
five main governance committees: Audit and Risk, Remuneration,
Nominations, Sustainability and Market Disclosure. Each committee
has written terms of reference which are available on our website:
www.airtel.africa
Governance committees
Board
Audit and Risk Committee
Remuneration Committee
Nominations Committee
Monitors the integrity of
our financial reporting and
helps the Board review
the effectiveness of our
internal controls and
risk management.
Meets at least four times
a year.
Reviews the performance of
our executive directors and
senior management team.
Determines the overall and
specific remuneration for
executive directors, officers
and senior management,
as well as the Board chair’s
and non-executive
directors’ fees.
Meets at least four times
a year.
Advises on appointments,
retirements and
resignations from the
Board and its committees
and reviews succession
planning and talent
development for our Board
and senior management.
Meets at least twice a year.
Chair:
Ravi Rajagopal
Members:
Andy Green
Annika Poutiainen
Awuneba Ajumogobia
Akhil Gupta also attends as
an appointed observer on
behalf of Bharti Airtel
Chair:
Doug Baillie
Members:
Awuneba Ajumogobia
John Danilovich
Shravin Bharti Mittal also
attends as an appointed
observer on behalf of
Bharti Airtel Limited
Chair:
Sunil Bharti Mittal
Members:
Doug Baillie
Andy Green
Ravi Rajagopal
Market Disclosure
Committee
Oversees our disclosure
of information to meet
our obligations under the
Market Abuse Regulations
(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.
Chair:
Andy Green
Members:
Doug Baillie
Segun Ogunsanya – CEO
Ravi Rajagopal
See Audit and Risk
Committee report
on page 104
See Remuneration
Committee report
on page 128
See Nominations
Committee report
on page 90
Executive Committee (ExCo)
Advises and supports our CEO on the operation of
our business.
Helps our CEO fulfil his responsibilities by, for example,
developing and implementing our strategy, monitoring
our operating and financial performance, assessing
risk, allocating resources and day-to-day operational
management.
The committee meets fortnightly.
Our Executive Committee is supported by a number of
operational committees:
• The Operating Company (OpCo) Functional Review
Committee – led by Group functional heads for their teams
• The OpCo Business Review Committee – led by regional
directors, with participants also including functional heads
and OpCo managing director teams
• The Regional Business Review Committee – led by our
CEO with regional directors and functional heads
participating
• Treasury Committee and the Executive Risk Committee
98
Airtel Africa plc Annual Report and Accounts 2022
Sustainability Committee
Reviews, challenges and
oversees the approval
and implementation of
our sustainability strategy,
including internal reporting
and balancing of non-
financial targets and our
commitments to delivering
value for shareholders and
other stakeholders.
Also oversees diversity
and inclusion matters and
the work of the Health and
Safety Committee.
Meeting monthly until our
first report is published in
late 2022 – then at least
three times a year.
Chair:
Segun Ogunsanya – CEO
Members:
Annika Poutiainen – Board
sustainability champion
Jaideep Paul – CFO
Other members (ex officio):
Olubayo Adekanmbi –
Chief strategy, partnerships
and sustainability officer
Rogany Ramiah –
Chief HR officer
Pier Falcione – deputy CFO
Peter Odedina –
Chief compliance officer
Simon O’Hara –
Company secretary
See Sustainability
Committee report on
page 43
More details on the
ExCo can be found on
page 94
Governance reportOther committees
The Board also delegates certain responsibilities to our Finance
Committee and Share Scheme Committee.
Sustainability governance
Sustainability
champion
Annika Poutiainen
Board director, sustainability
champion, member of the
Sustainability Committee
Airtel Africa plc – Board of directors
Sustainability Committee
Chief executive officer
Segun Ogunsanya
CEO, Board director, Chair of the
Sustainability Committee
Health and Safety
Committee
Executive Committee
(ExCo)
Chief strategy,
partnerships and
sustainability officer
Olubayo Adekanmbi
Our sustainability strategy
Pillar 1 –
Our
business
Pillar 2 –
Our
people
Pillar 3 –
Our
community
Pillar 4 –
Our
environment
Nine dedicated workstreams
Data security
Service quality
Supply chain
Commitment to our people
Digital inclusion
Financial inclusion
Access to education
Reduction of GHG emissions
Environmental stewardship
Other committees
Finance Committee
Approves funding and other
financial matters in line with
our delegated authorities or
as requested by the Board.
Initiates and manages
key policies and major
operational decisions
relating to treasury and
direct taxes.
Chair:
Jaideep Paul – CFO
Members:
Ravi Rajagopal –
independent NED
Annika Poutiainen –
independent NED
Segun Ogunsanya – CEO
Pier Falcione – deputy CFO
and treasurer
Attendee:
Akhil Gupta attends to
represent the interests of
Bharti Airtel in proposed
treasury transactions
(such as bond refinancing)
affecting our parent group
and to convey actions of
Bharti Airtel which may
affect Airtel Africa
Share Scheme
Committee
Administers our share
schemes.
Composed of any two
directors, including at least
one non-executive director.
Airtel Africa plc Annual Report and Accounts 2022
99
Governance reportOur leadership continued
Compliance with the UK Corporate Governance Code
See pages 119-122 for how we comply with the UK Corporate Governance Code (the Code). Here we explain the two provisions we haven’t yet
met.
Code provision
Explanation
Provision 9: the chair
should be independent
on appointment when
assessed against the
circumstances set out
in provision 10
Provision 41:
engagement with the
workforce to explain
how executive
remuneration aligns
with wider company
pay policy
Compliance with LR9.8.6R (8)
Compliance with
LR9.8.6R (8) requiring
companies to include
a clear statement of
TCFD compliance
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 Andy Green as senior independent director to act as a sounding board for the chair and as
an intermediary for other directors and shareholders. We also review the chair’s performance as part of the annual
Board evaluation exercise. In line with the Code, the chair sits on the Nominations Committee, which he also chairs.
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
chooses to retire, when these arrangements will be reviewed.
During the year, the Remuneration Committee did not engage systematically with our people to explain how
executive remuneration aligns with wider company pay policies. Copies of our Annual Report detailing the executive
directors’ remuneration are widely shared and available for employees to see on our website.
During our annual strategy meeting and Q3 Board and Committee meetings in Dubai, the Board was able to meet
both formally and informally with our wider management team and other colleagues enabling questions to be
asked. A similar opportunity is offered to every employee attending the Q&A session following each quarterly
Group-wide town hall meeting.
The Remuneration Committee has been tasked with identifying and recommending to the Board a pathway to
compliance which will be embedded and effective in time for next year’s annual report disclosures.
See page 54 for our disclosures consistent with the four thematic themes and 8 of the 11 specific disclosure
recommendations, an explanation of why we’re not disclosing our targets and metrics in this report, and a
description of our pathway and timeframe to full compliance.
The Board’s focus in 2021/22
As well as quarterly scheduled meetings and the AGM, during the
2021/22 reporting period the Board met an additional three times
to consider our full year financial statements and Annual Report
approvals process and to approve our sustainability strategy. We’ve
concluded that quarterly meetings are appropriate for the time being.
As well as extra Board meetings when necessary, we have processes
in place for approving one-off transactions and other matters arising
between meetings – this occurred four times during the year.
Strategy and execution
• Reviewed our strategic plan and worked to make sure our strategy
stays robust in the light of forecast market and economic changes
• Considered the articulation of our corporate purpose – building on
our strong vision and values as stated in our business model
• Undertook deep dives into:
– Our Airtel Money business – including the grant of the payment
service bank licence and super-agent licence in Nigeria
– Our fibre businesses
• Continued to support new money transfer partnerships, such as
with leading African payments company Flutterwave, to expand
Airtel Money to businesses across Africa
• Established a separate governance structure for Airtel Money,
including a Board, Audit and Risk Committee, and Remuneration
and Nominations Committee to oversee its operational separation
• Opened a new administrative office in Dubai for our ExCo,
significantly improving connectivity and enhancing cooperation
across our 14 operating markets in Africa
• Continued to look at strategic asset monetisation and investment
opportunities including:
– Transactions to sell our telecommunications tower assets, such as
in Tanzania, Malawi and Madagascar, where proceeds have been
partly used to reduce external debt and invest in network and
sales infrastructure
– Strategic investments in our mobile money business by TPG,
Mastercard, Qatar Holding LLC and Chimera Investment LLC,
aiming to explore the potential listing of the mobile money
business within four years of the March 2021 deal announcement
• Continued to look at our subsidiary companies’ minority
shareholding structure, culminating in the completion of the Airtel
Nigeria minority buyout offer (October 2021)
• Launched an ambitious sustainability strategy covering every
aspect of our business activities and showing the Board’s
commitment to developing infrastructure and services to drive
both digital and financial inclusion for people across Africa
• Supported our five-year pan-African partnership with UNICEF to roll
out digital learning through connecting schools and ensuring free
access to learning platforms in 13 countries
100 Airtel Africa plc Annual Report and Accounts 2022
Governance reportFinancial
• Approved the full year results and financial statements and the
Internal control and risk management
• Considered and agreed the Group’s risk appetite and principal and
Annual Report and financial statements for the 2021 financial year
and accompanying RNS announcements
• Approved the half year results statement and quarterly statements
for the 2022 financial year and accompanying RNS announcements
• Approved the payment of the interim dividend for the financial
half-year 2022 and recommended a final dividend for the financial
year 2021
• Approved an upgrade to the progressive dividend policy as a result
of continued strong business performance and significant progress
made in reducing costs
• Continued to focus on strengthening our balance sheet
• Approved the Group’s tax strategy (see www.airtel.africa)
• Approved the annual operating plan for the year ending
31 March 2022
• Regularly reviewed our financial performance and forecasts
• Received information on market dynamics and expectations from
our brokers
• Agreed to the early bond redemption of the Guaranteed Senior
Notes due in 2023 in line with Board policy to continue to reduce
external foreign currency debt at Group level
• Made considerable progress in our strategy to deleverage by
reducing the EBITDA to net debt ratio
• Continually monitored capex expenditure against pandemic related
supply chain issues
Leadership and employees
• Approved the appointment of a new CEO and made several other
emerging risks
• Agreed the viability statement disclosed in the 2021 Annual Report
• Approved the adoption of going concern basis of accounting in
preparing the half and full year results
• Agreed the Modern Slavery Act Statement (available at
www.airtel.africa)
Governance and stakeholders
• Our corporate legal advisers Herbert Smith Freehills LLP provided
training on the political environment, governance reform, liability to
investors and the focus on directors’ duties. The subsequent Board
discussion focused on audit, diversity, market abuse and section 172
• Considered the output and recommendations from the Board and
committees effectiveness review and how to implement these
• Reviewed and approved the directors’ register of interests
• Reviewed our compliance with the UK Corporate Governance Code
and wider statutory and regulatory requirements
• Reviewed our Task Force on Climate-related Financial Disclosures
and identified climate-related risks and opportunities – and more
widely, continued to oversee and support the implementation of our
sustainability strategy
• Monitored and reviewed the effectiveness of the information sharing
and separation protocols between Airtel Africa and Bharti Airtel
• Received updated training on applying these protocols from our
corporate legal advisers and company secretary
• Monitored and considered stakeholder feedback and continued to
actively promote wider engagement
Board appointments and changes. These included the appointment
of Tsega Gebreyes as an independent non-executive director and
the elevation of our Chief finance officer, Jaideep Paul, to the Board
• Had a joint presentation and discussion with our corporate brokers
on our share price performance since IPO, investor profile, ESG
profile and dividend yield
• Worked to make sure our remuneration policy remains appropriate
and we are able to incentivise our executive team while being able to
adapt to each year’s developments and strategy
• Approved the submission of a revised remuneration policy to
shareholders one year early at our 2022 AGM
• Endorsed the Chief executive’s appointment of Olubayo Adekanmbi
as Chief strategy, partnerships and sustainability officer in
December 2021
• Considered the impact of the pandemic on the safety and wellbeing
of our people, as part of the CEO’s report to each meeting
• Discussed our strategic and operational pandemic response and
reviewed management’s mitigation plans to reduce its impact
• Reviewed our people agenda and the robustness of our
succession plans for improving diversity, talent management
and bench strength
• Supported our CEO in his mentoring programme
Airtel Africa plc Annual Report and Accounts 2022
101
Governance reportOur leadership continued
Board attendance
Directors make every effort to attend all Board and committee meetings. There was one non-attendance at a Board and committee meeting this
year due to a close family member’s funeral. Otherwise, all Board and committee meetings had full attendance 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.
He also follows up with them after the meeting about decisions taken.
Due to pandemic-related lockdown and travel restrictions, we held all but one meeting over video conferencing with some UK-based Board
members occasionally attending in person.
Directors’ other significant commitments are disclosed to the Board during the process of 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.
Board and committee meeting attendance
Board members during 2021/22
Sunil Bharti Mittal2 (chair)
Segun Ogunsanya4 (CEO)
Jaideep Paul3 (CFO)
Andrew Green (independent non-executive director)
Awuneba Ajumogobia (independent non-executive director)
Douglas Baillie (independent non-executive director)
John Danilovich (independent non-executive director)
Tsega Gebreyes4 (independent non-executive director)
Annika Poutiainen (independent non-executive director)
Ravi Rajagopal (independent non-executive director)
Akhil Gupta2 (non-executive director)
Kelly Bayer Rosmarin2 (non-executive director)
Shravin Bharti Mittal2 (non-executive director)
Number of
additional
Board
meetings
attended1
Scheduled
Board
meetings
Audit
and Risk
Committee
Remuneration
Committee
Nominations
Committee
Market
Disclosure
Committee5
3 (3)
2 (2)
3 (3)
2 (2)
3 (3)
2 (2)
3 (3)
2 (2)
5 (5)
5 (5)
5 (5)
11 (11)
11 (11)
11 (11)
10 (11)
6 (6)
3 (3)
5 (5)
6 (6)
6 (6)
6 (6)
6 (6)
3 (3)
6 (6)
5 (6)6
6 (6)
6 (6)
6 (6)
3 (3)
1 (1)
2 (2)
3 (3)
3 (3)
3 (3)
3 (3)
1 (1)
3 (3)
3 (3)
3 (3)
3 (3)
3 (3)
1 Additional unscheduled Board meetings took place in connection with the approval of the Annual Report and related matters and approval of our sustainability strategy
2 Appointed in line with the Relationship Agreement
3 Appointed June 2021
4 Appointed October 2021
5 Communicates monthly in writing before releasing information in line with the Information Protocols and Service Agreement with Bharti Airtel
6 Ravi was attending a close family member’s funeral in India in July. He provided his input to the Board through the company secretary and to the Audit and Risk Committee
through the CFO and Annika Poutiainen, who stood in as chair
102 Airtel Africa plc Annual Report and Accounts 2022
Governance reportBoard evaluation
Board performance
This year’s externally facilitated evaluation of the Board and its
committees, by independent advisory firm Lintstock, took the form of
an online questionnaire tailored to our specific activities and concerns.
The Board, each of its committees and all of the directors took part in
the review. The questionnaire sought input on Board composition,
stakeholder oversight, Board dynamics, management and focus of
meetings, Board support, Board committees and progress against
the previous year’s actions. The evaluation also probed the Board’s
oversight of wider strategy, risk management and internal controls,
succession planning, and people oversight and priorities for change.
A report was prepared on the completed questionnaires. The results
were discussed in detail by the Board and each committee.
From the anonymised survey responses and interview feedback,
Lintstock identified focus areas and recommendations for the Board
and its committees. The results of the self-assessment element of
the survey were shared with the chair and discussed at one-to-one
meetings between the chair and directors. The results of the chair’s
review were shared with the senior independent director, who
then discussed the chair’s performance with the non-executive
directors only.
2021/22 evaluation results
The chair and company secretary presented the reports to the Board
for discussion and review.
In monitoring progress against the previous year’s actions, the
evaluation determined that Segun Ogunsanya’s succession to the
Group CEO role had been successfully completed. The quality of
Board and committee papers had improved; and the Board strategy
meeting had benefited from being held in person and involving
senior management.
Recognising its strengths and areas to develop, the Board and its
principal committees agreed actions for the coming year:
2021/22
evaluation
Board
Outcome
Stakeholder
oversight
Key themes and areas
for focus
Action
Customers and
suppliers
Workforce
engagement
Our Board and management team will allocate more time this year to considering our
various stakeholders with a particular focus on the customer perspective, engaging
and managing relationships with our suppliers, and monitoring employee sentiment
and culture.
The Board will identify and create more opportunities to engage directly with our
wider workforce. We will look to appoint three regional designated directors for
employee engagement, ensure representation at all-employee quarterly town hall
meetings and arrange informal meetings for various employee groups around Board
meetings and other gatherings. Our Chief HR officer will also attend Board meetings
twice each year to report on workforce engagement and cultural change, as well as
providing update papers for all other regularly scheduled meetings.
We’ll introduce with immediate effect a ‘managing by deemed consent’ procedure for
standard Board papers, to free more time for discussion and debate during meetings.
We’ll further embed the rollout of the Board and committee paper template across all
meetings to facilitate shorter Board packs and earlier circulation of papers.
For progress on improvements to Board processes during the reporting period see
the section ‘An effective and improving Board’ in the chair’s statement on page 96.
The review also identified topics to be added to the rolling forward agenda, including
scope to improve the Board’s understanding of digital and data developments,
potential technology disruptors and risk management ‘deep dive’ focus areas.
Directors will look to engage with stakeholders in more ways during the year.
The Board has elevated the Sustainability Committee to a full committee of the Board
– under the stewardship of the Board sustainability champion, Annika Poutiainen and
our CEO – to enhance its monitoring of progress on our sustainability agenda and
ESG matters.
Governance and
compliance
Board agenda
Sustainability
strategy
Ensuring that our
sustainability agenda
is central to the
Board’s discussions
and decisions, and
the company’s
business practices
and processes
Conclusions
The 2021/22 evaluation has shown that the Board has the appropriate
balance of skills, experience, independence and knowledge to perform
Board and committee responsibilities effectively. Respondents
unanimously agreed that the Board had performed well over the year
and was operating effectively.
outcomes of his discussion with non-executive directors. The overall
effectiveness of the chair was seen as excellent, reflecting a genuine
focus on the best outcomes for the company in all aspects of his role.
The chair, assisted by the company secretary, drew up a list of action
points based on the evaluation and allocated responsibility for
completing the actions. The Board and each committee will review
progress against these at each meeting.
The chair confirmed that individual directors continued to perform
effectively and show commitment to the role. The Board concluded
that all directors continue to give sufficient time to their Board duties
and making valuable contributions. In light of this, the Board proposed
the election and re-elections set out in the 2022 Notice of Annual
General Meeting.
The committees also discussed the results of their respective
evaluation reports and agreed actions where appropriate. The senior
independent director met with the chair privately to discuss the
anonymised results of the chair’s review section of the survey and the
Re-election of directors
In line with the Code, all directors will be putting themselves forward
for re-election at our AGM on 28 June 2022. Following the formal
performance evaluation described here and taking into account each
director’s skills and experience (set out on pages 90-93), the Board
believes that the re-election of all directors is in the best interests of
Airtel Africa.
Airtel Africa plc Annual Report and Accounts 2022
103
Governance reportPart 1
We also examined the interplay between the mandatory Task Force
on Climate-related Financial Disclosures (TCFD) and our sustainability
reporting. We’ve assessed the risks and opportunities linked to
climate change and how these should be reported. We set out in our
sustainability strategy our commitment to publishing in mid-2022
detailed plans for meaningful carbon reduction throughout our entire
value chain ahead of our first sustainability report. We have conducted
a TCFD gap analysis and set out a roadmap for achieving full TCFD
compliance. Our committee is comfortable with the approach adopted.
For our TCFD disclosures see page 54 of the strategic report.
As well as our usual review of accounting judgements and disclosures
on key accounting matters, we reviewed the treatment of significant
transactions during the year. These included the sale of the tower
portfolio and subsequent leasing arrangements, various refinancing
arrangements and strategic investments in our mobile money
business, and the controls and processes involved in separating
this business. We continued to monitor the integrity of our financial
statements and the effectiveness of the internal and external
audit processes.
We meet regularly, independently of management, with both external
and internal auditors, and are satisfied that neither is being unduly
influenced by management. I also hold regular meetings with our CFO
and other members of management to better understand the issues
that need discussion at committee meetings. And I regularly engage
with key stakeholders, including Group Internal Assurance, senior
management and our external auditor, on committee work.
We continue to operate with openness and transparency, and a spirit
of robust challenge when necessary, to make sure our shareholders
and other stakeholders are protected.
In the coming year, we’ll conduct a finance talent review, spend more
time reviewing risk and fraud, and oversee the financial and control
considerations connected to the separation of the fibre and Airtel
money businesses.
I’d like to thank the management team at Airtel Africa and each of
the committee members for their support and contribution during
the year.
I welcome questions from shareholders on this committee’s activities.
To discuss any aspect of this report please contact me through
our company secretary, Simon O’Hara (see page 240 for contact
details). I’ll also be attending the 2022 AGM and look forward to the
opportunity to meet and speak to you there.
Ravi Rajagopal
Chair, Audit and Risk Committee
10 May 2022
Audit and Risk Committee report
Ravi Rajagopal
Chair, Audit and Risk Committee
Attendance
Ravi Rajagopal Chair
Andy Green
Annika Poutiainen
Awuneba Ajumogobia
Meetings
attended
10 (11)
11 (11)
11 (11)
11 (11)
Chair’s statement
I’m pleased to present the work of our committee during the year.
Our members are unchanged – we’re a team of independent
non-executive directors with the financial experience, commercial
acumen and industry knowledge to fulfil our responsibilities.
We’ve continued to face pandemic-related challenges for much of the
financial year, including working and international travel restrictions.
However, I’m pleased to report that our external auditors were able to
meet selected audit teams and management in person to perform the
year-end audit. I’m also pleased that our committee was able to meet
in person in February in Dubai and made good use of technology to
hold robust and meaningful virtual meetings throughout the year.
Key areas of focus
We continued to look in depth at certain aspects of the control
environment, particularly the presumed risk of management override
of controls including fraud, IT security and cyber risk. The findings of
our internal audit reviews during the year in each of these areas were
shared with our committee.
We reviewed the process for identifying and mitigating principal and
emerging risks, challenging management actions where appropriate.
We adopted a new risk appetite statement laying out our risk
appetite, tolerance limits and governance oversight processes to
make sure risks across the Group stay within an acceptable and
manageable range.
There are two changes to our principal and emerging risks for the
year ended 31 March 2022: the post-Brexit regulatory environment
is no longer considered an emerging risk and Covid-19 is now a
lower principal risk. The principal and emerging risks and significant
judgements made in connection with these risks are set out on page 83.
104 Airtel Africa plc Annual Report and Accounts 2022
Governance reportPart 1
Committee governance
Responsibilities
Our committee oversees financial reporting, internal controls and risk
management, Group Assurance and Audit, and our relationship with
the external auditor.
For more detail, please see the committee’s terms of reference at
www.airtel.africa/investors/governance.
Composition
This committee consists of four independent non-executive
directors: Ravi Rajagopal (chair), Andy Green, Annika Poutiainen
and Awuneba Ajumogobia.
Provision 24 of the Code says:
i. At least one . Composition This committee consists of four
independent non-executive
directors: Ravi Rajagopal (chair), Andy Green, Annika Poutiainen
and Awuneba Ajumogobia. Provision 24 of the Code says: i.
At least one committee member should have recent and relevant
financial experience. The Board is satisfied that Ravi Rajagopal
meets this requirement. Ravi held financial leadership roles at
Diageo until retiring in 2015, including group controller in the UK
and global head of mergers and acquisitions. His skills in finance,
and control and risk have been developed over a career
working in senior strategy and management roles. As a qualified
chartered accountant, Ravi has lectured at Oxford University and
Imperial College.
ii. The committee, as a whole, shall have competence relevant to the
sector in which the company operates. As a collective, we have a
thorough understanding of the telecoms sector, including recent
and relevant financial experience and expertise gained through
various corporate and professional appointments over the years.
For more about Ravi, Andy, Annika and Awuneba, see the directors’
biographies on pages 90-93. Our company secretary is secretary to
the committee.
Meetings during the year
Our scheduled quarterly meetings take place shortly before Board
meetings. We usually meet beforehand for a pre-meeting to focus
on internal audit and discuss any issues needing more time. We held
five scheduled meetings and five combined Internal Assurance and
pre-meetings during the year. Attendance during the year is set out
on page 102.
We also met twice between the end of the financial year and the
signing of this Annual Report.
Our meetings are also attended by the CEO, CFO, deputy CFO, head
of internal audit and Chief compliance and risk officer, along with
internal audit partners (ANB and EY) and other senior executives.
Representatives of our external auditor, Deloitte, were invited and
attended all meetings, except for one meeting on 29 March, 2022.
Akhil Gupta also attends our committee meetings as an appointed
observer on behalf of Bharti Airtel.
Other senior finance and Executive Committee leaders sometimes
attend and present to our committee if specialist knowledge
is required.
The committee chair meets privately with each of the CFO, head of
internal audit and risk assurance, Chief compliance officer and our
external auditor to ensure the effective flow of material information
between the committee and management. We also regularly make
time for discussion at the end of meetings without management
being present.
Effectiveness
The external Board evaluation reviewed the committee’s effectiveness
and sought feedback from its members and the external adviser.
We discussed the output, which concluded that we had operated
effectively throughout the year. We also confirmed our areas of focus
for the year ahead.
We review our terms of reference yearly – and this year, we revised
them to bring clearer alignment with Code provisions and updated
FRC guidance. This included our responsibilities related to:
• The consistency of our narrative reporting (Code provision 25 and
FRC guidance 37 and Code Principal N and provision 27)
• Reviewing and approving the statements in the Annual Report
around internal control, risk management and the viability statement
(Code provision 28 and FRC Guidance paragraph 44)
These terms of reference are available on our website
www.airtel.africa.
For details of the Board evaluation see page . For details of the Board
evaluation see page 103.
Airtel Africa plc Annual Report and Accounts 2022
105
Governance reportAudit and Risk Committee report continued
Part 1
Our work during the year
At each quarterly meeting, we review summary reports from internal assurance, as well as financial results and details of action taken or
proposed plans. We also receive summary reports from our external auditors at the half year and year end. Our committee chair then reports to
the Board on our activities, recommendations, and other relevant matters.
Cross-reference
See page 111
See page 83
The committee’s focus in 2021/22
Strategic focus for risk management and internal control
2021/22 committee objectives
Actions taken
Looking closely at the robustness
of our systems for risk reporting,
assessment and control and
ensuring that we focus on the
areas of greatest risk
Reviewing our risk management
framework and conducting
thematic risk reviews to ensure risk
remains within our agreed appetite
and is monitored and reviewed as
needed to reflect external and
internal changes
As part of our key issues report, we reviewed our quality of service reports, conducted design
and compliance reviews, and ensured that learnings were applied across the business.
In addition to quantitative data, we requested more qualitative assessment and information
to enable members to exercise good judgement.
After a series of workshops held around the business, we adopted the updated Risk Appetite
Statement (RAS) framework and an exception-based risk reporting approach. We will review the
key risk indicators and tolerance limits yearly.
We made several improvements to the framework and plan, and conducted the following
thematic reviews:
(i) HR risk review: we noted that the HR scorecard was escalated to the CEO monthly and that
the four top HR risks were talent acquisition, succession planning, occupational health and
safety and work location (future risk).
We discussed mitigating actions and KPIs for HR risks.
(i) Supply chain management risk review: we discussed how risks for supply chain
management are identified. Four major risks were identified relating to the increasing
structure and vendor governance – along with mitigating actions.
(ii) Financing and foreign currency risk: we discussed:
– Exchange rate volatility and devaluation risk
– Liquidity and refinancing risk
– Depth of market/products and banking landscape and treasury governance
– Related internal controls and compliance
As most of Airtel Africa’s operations are in currencies which have and are expected to devalue
against the USD in the medium/long term, we discussed mitigation strategies. These include
rebalancing debt from Group level to OpCo level and introducing a governance system during
the year to monitor and improve OpCo treasury activity. We also strengthened the ability of
local teams to manage additional complexity and strategic projects.
(iii) Enterprise business risk review: this looked at top enterprise risks and our processes for
registering, processing, monitoring and implementing all observations identified by Internal
Assurance.
(iv) Airtel Money: we reviewed the register of significant risks and assessed regulatory-related
implications of a breach. We also reviewed back-end controls and supported actions to
strengthen Know Your Customer and minimise commission arbitrage.
(v) IT security risk: we reviewed the risk of technology obsolescence, examined our network
resilience and business continuity plans, conducted cyber and information security reviews
including a dark web analysis, and concluded additional IT security checks.
(vi) Network: we reviewed the risks of technology obsolescence and our digitisation and
innovation plans.
(vii) Regulatory: we reviewed risks related to Know Your Customer and quality of service
non-compliance, licences fees and telecoms taxes, and other top risks.
We recommended that post-Brexit risk be dropped as an emerging risk.
We advised the Board that our risk management and internal control systems were effective.
Following its own review of the reports submitted to it, the Board agreed that our system of
internal control continues to be effective in identifying, assessing, and ranking the various risks
we face as a business, as well as in monitoring and reporting progress in mitigating the potential
impact of these risks.
106 Airtel Africa plc Annual Report and Accounts 2022
Governance report
Clarifying processes and controls
to help people identify, monitor
and mitigate risk earlier and
more effectively
Reviewing the assurance
processes supporting certain
aspects of the TCFD and
sustainability sections in the
2021/22 Annual Report
Reprioritising the audit scope to
focus on areas with potential
business impact
2021/22 committee objectives
Actions taken
We reviewed the risks and opportunities resulting from our assessment of climate change and
how these should be reported.
We concluded that the assurance processes supporting the narrative reporting in the Annual
Report in the areas are satisfactory.
Cross-reference
See page 86 for
our climate
change risk
disclosures
We rolled out key financial controls across the different functions. This started with a self-
assessment exercise followed by an Internal Audit validation exercise of the self-assessment.
We reviewed the effectiveness of our internal financial controls framework (ICOFR process)
and introduced a key controls framework across all 14 OpCos, as well as a quality assurance
improvement programme.
See page 112
Ongoing financial reporting activities
We reviewed the integrity of the quarterly, half year and full year financial statements. We also examined other statements containing financial
information, including trading updates and investor presentations and packs, and recommended their approval to the Board. At each of our
meetings, we reviewed and constructively challenged the accounting methodologies, judgements and disclosures set out in the papers prepared
by management – determining the appropriateness of these with input from the external auditor. Key transactions, judgements and estimates in
relation to this year’s financial statements are listed on page 109. We also reviewed our existing and emerging litigation risks.
2021/22 committee objectives
Actions taken
Reviewing financial reporting
controls and considering issues
and findings raised by the Internal
Audit team
Considering management’s
significant accounting judgements,
the policies applied to quarterly,
half year and full year financial
statements, and how the statutory
audit contributed to the integrity of
our year-end financial reporting
Reviewing the proposed audit
strategy for the year’s statutory
audit, including the level of
materiality applied
Reviewing the basis of preparation
of financial statements as a
going concern as set out in
our accounting policies
Reviewing the long-term viability
statement proposed by
management and reasons for
retaining a 3-year reporting period
The committee was satisfied that management had resolved or was in the process of resolving
any open issues or concerns in relation to matters identified by Internal Audit teams.
We assessed:
(i) The quality, appropriateness and completeness of the significant accounting policies and
practices and any changes to these
(ii) The reliability and integrity of our financial reporting, including key judgements and whether
to support or challenge management’s judgements
(iii) The external audit findings, including their review of key judgements and the level of
misstatements
(iv) The CFO’s reports, which set out the rationale for the accounting treatment and dis-closures
regarding judgements and estimates. Deloitte UK shared their views on the treatment of
significant half year and full year matters, summarising each issue and assessing the
appropriateness of management’s judgements or estimates. In considering whether there
was evidence of bias, our committee examined the overall level of reasonableness applied
during the year to these judgements.
We challenged management on some judgements and sought explanations of the conclusions
drawn, making recommendations to the Board for the approval of the half and full year accounts
and financial statements.
We monitored the statutory audit team’s progress against the agreed plan and considered issues
as they arose.
We made recommendations to the Board to support the going concern statement which was
prepared on an appropriate basis and confirms that the Group remains a going concern.
We discussed the length of the viability period with management and the external auditors,
challenging management to justify a 3-year rather than 5-year period.
Management recommended adopting a 10-year plan for internal forecasts and impairment
testing. They noted that the emerging markets in which Airtel Africa operates are
underpenetrated compared to developed markets. In such markets, short-term plans (3 years) are
not indicative of our long-term prospects and performance. Other considerations are the life of
our regulatory licences and network assets, which average 10 years, and potential opportunities
in the emerging African telecoms sector (mostly a 2-3 player market with lower smartphone
penetration).
However, the 3-year liquidity plan matches the current visibility of the tenure of our financing
arrangements (mainly including $1bn of long-term bonds, due for repayment in a 3-year period)
and the design and payout of the management.
On this basis we agreed to adopt a 3-year period for the purpose of our viability statement.
Cross-reference
See page 112
See page 166
for our
accounting
policies
See page 87
Airtel Africa plc Annual Report and Accounts 2022
107
Governance reportAudit and Risk Committee report continued
2021/22 committee objectives
Actions taken
Part 1
Reviewing the results of the
committee’s assessment of the
effectiveness of the 2021/22 audit
Reviewing whether the company’s
position and prospects as
presented in the 2022 Annual
Report and financial statements
were fair, balanced and
understandable
Reviewing the non-audit services
and related fees and the policy for
non-audit services provided by the
auditor for the year
The committee concluded that the audit was effective. The Board will recommend the
reappointment of Deloitte as external auditor for the year ending 31 March 2023 at the AGM.
Cross-reference
See page 112
We assessed:
(i) The completeness and consistency of disclosures in the Annual Report, interim reports, our
See page 127
business model and strategy
(ii) The internal verification of the non-financial factual statements, key performance indicators
and descriptions within the narrative
(iii) Feedback from external parties (corporate reporting specialists, remuneration advisers,
external auditors) to enhance the quality of our reporting
(iv) The FRC’s guidance on clear and concise reporting in this report, as well as compliance with
financial reporting standards and other reporting requirements
We recommended to the Board that the 2022 Annual Report and financial statements presented
a fair, balanced and understandable assessment of Airtel Africa’s position and prospects.
We approved the non-audit services and related fees provided by Deloitte for 2021/22 and
concluded that no changes were required to the policy for non-audit fees provided by the auditor.
See page 113
Negotiating and agreeing the
statutory audit fee for the year
The 2020/21 statutory audit fee was paid and the committee approved the fees for the
2021/22 audit.
See page 186
Governance
2021/22 committee objectives
Regulatory reform
European Single Electronic Format
regulatory technical standard
(ESEF)
Reviewing the committee’s terms
of reference
Actions taken
Cross-reference
We submitted a response to the BEIS consultation, “Restoring trust in audit and corporate
governance” – covering the Kingman, CMA and Brydon reviews (UK SOX).
We will continue to monitor proposals for audit and corporate governance reform to ensure
Airtel Africa is well placed to address them.
We paid special attention to the preparation of our consolidated financial statements in digital
form under the European Single Electronic Format regulatory technical standard (ESEF). As this
was the first report in this format, we made sure the necessary procedures had been completed
by all parties, including our technical accounting team, a specialist IT provider and our external
auditor.
We revised our terms of reference to bring clearer alignment with Code provisions and updated
FRC guidance. This included consistency between narrative reporting in different sections (Code
provision 25 and FRC guidance 37 and Code Principal N and provision 27) and reviewing and
approving Annual Report statements on internal control, risk management and the viability
statement (Code provision 28 and FRC Guidance paragraph 44). These terms of reference are
available at www.airtel.africa.
See back page
Reviewing the conclusions of the
committee’s annual evaluation
We reviewed the results and set out an action plan to deliver its recommendations. The Board
considered the results of the review and considered the committee to be effective.
See page 103
Monitoring fraud reporting and
compliance with the Bribery Act
We reviewed our anti-fraud policies and alleged incidents of fraud, as well as compliance with our
anti-bribery programme.
Reviewing the 2022 Annual Report
At the request of the Board, we reviewed this Annual Report to
consider whether, taken as a whole, it was fair, balanced and
understandable. We have robust governance processes in place to
support the year-end review of the Annual Report, including ensuring
that everyone involved understands the ‘fair, balanced and
understandable’ requirements. Our considerations included:
Fairness and balance
• Is the report open and honest? Are we reporting on our
weaknesses, difficulties and challenges alongside our successes
and opportunities?
• Do we clearly explain our KPIs and is there strong linkage between
our KPIs and our strategy?
• Is there a fair balance between alternative performance measures
(APMs) and reported figures?
• Do we show our progress over time and is there consistency in our
metrics and measurements?
108 Airtel Africa plc Annual Report and Accounts 2022
Understandable
• Do we explain our business model, strategy and accounting policies
simply, using precise and clear language?
• Do we break up lengthy narrative with quotes, tables, case studies
and graphics?
• Do we have a consistent tone across the Annual Report?
• Are we clearly ‘signposting’ to where more information can be
found?
Iterations of the draft Annual Report were provided to committee
members throughout the production process. Following our formal
review in meetings on 29 April and 5 May, we confirmed to the Board
that this Annual Report is fair and balanced and provides enough
clarity for shareholders to understand our business model, strategy,
position and performance. The directors then made their assessment
following the Board’s review of the document at its meetings on
29 March, 6 and 10 May 2022.
Governance reportPart 2
Key transactions, judgements and estimates and our response
We considered the following key transactions, judgements and estimates in the context of the financial statements, discussed them with our
external auditor, and have found the response to each appropriate and acceptable.
Key area
Actions and conclusions
Going concern
assessment
The committee received a detailed paper from management and reviewed and challenged the assumptions made in
reaching the conclusion that the financial statements should be prepared on a going concern basis.
This included:
• Cash flows under base and reasonable worst-case scenarios (capturing principal risks and uncertainties described on
page 87
• The sensitivities considered in response to these risks and the output of stress testing performed
• Our solvency and liquidity positions
• Our borrowing facilities including undrawn committed facilities
• Sensitivities reflecting the potential impact of Covid-19
• The disclosures in the annual report (refer to page 166)
The committee were satisfied with the robustness of the review and recommended to the Board the appropriateness of
the going concern assumption and the related disclosures. For more information on the going concern assessment refer to
note 2.2 of the financial statements.
As the committee provides advice to the Board on the form and basis of conclusion underlying the long-term viability
statement as set out on page 87, it performed a detailed review of the long-term viability assessment including
consideration of Group’s strategy and business model.
Our review covered:
• The Group’s prospects
• The period under consideration
• Principal risks (refer to pages 80-86)
• Longer-term cash flow forecasts
• The sensitivities considered in management’s stress-test to respond to the potential principal risks reference above,
including the potential impact of Covid-19
We challenged the rationale of using a three-year period for the purpose of our viability assessment comparing with a
longer period for impairment purposes. We discussed the justification with the management which was then covered by
updating the disclosure on the Board’s assessment of LTVS as well as the impairment disclosure. We also reviewed the
enhanced disclosures by the Group on providing further disclosures to quantify the impact of sensitivities in line with FRC
recommendations and were satisfied with the disclosures adopted.
Taking into account potential mitigating actions, we were satisfied with the conclusion and disclosure on the Group’s
long-term viability.
Our 2021/22 long-term viability statement and more details on the assessment is set out on page 87.
As outlined on note 5 of the financial statements, the Group entered into tower sales transactions in Tanzania, Malawi,
Madagascar and Rwanda.
The committee reviewed the accounting for these sales and determined that the conclusions reached on sale and lease
back accounting and the income statement gains recorded were appropriate.
Further, the committee challenged the basis of arriving at the lease back percentage and recognising the consequent
upfront gains as exceptional items concluded that the accounting treatment and associated disclosures were appropriate
and in line with the exceptional items policy of the Group given that this was part of the Group’s strategic asset
monetisation programme and above the Group threshold for reporting exceptional items.
As outlined on note 5 (g) of the financial statements, the Group entered into share sale agreements in one of the Group’s
subsidiaries, Airtel Mobile Commerce BV (AMC BV) by way of a secondary sale of AMC BV’s shares. The Group received
total consideration of $550m on these sales.
The Group concluded that it does not control the shares placed in escrow and hence recorded these shares as part of the
Group’s non-controlling interests.
Furthermore, as set out in more detail on note 5 (g) of the financial statements, the Group recognised a financial liability
for The Rise Fund and Mastercard’s option to sell their shares in AMC BV to Airtel Africa or its affiliates at fair market value
in the event that there is no Initial Public Offering of shares in AMC BV within four years. The Group has determined that
successfully executing the IPO is not within the complete control of the Group and has therefore recorded a financial
liability at the present value of the expected buy-back amount which is also the maximum amount. Subsequent re-
measurement of this liability has been recognised as a finance cost.
The committee reviewed the accounting for the transaction and satisfied itself that the conclusions reached were
appropriate.
Viability
statement
Accounting
impact of tower
sale transactions
consummated
during the year
Conclusion of the
Airtel money
stake sale
including the
recognition of put
option liability
Airtel Africa plc Annual Report and Accounts 2022
109
Governance reportAudit and Risk Committee report continued
Part 2
Key area
Actions and conclusions
Goodwill
impairment
Analysis of
alternative
performance
measures (APMs)
We received a detailed management paper on impairment and challenged the appropriateness of the assumptions and
judgements adopted for the annual impairment testing exercise in December 2021 including the use of a 10-year plan
which the committee was satisfied as appropriate. This was based on the African telecom markets which are
underpenetrated when compared to developed markets. In forming this view, we also reviewed the sensitivities performed
by management on key assumptions such as the discount rate, growth rates and on the headroom if a five-year plan had
been adopted with appropriate long-term growth rates.
We also reviewed management’s consideration of the impact of climate change. Based on the analysis conducted so far,
we were satisfied that any related costs are adequately covered as part of the impairment sensitivities and therefore no
impairment would arise.
For more information on the Group’s goodwill impairment assessment refer to note 15 of the financial statements.
As charity and donations are not related to the trading performance of the Group, these were adjusted to arrive at
underlying EBITDA and margin in previous periods. With the launch of our sustainability strategy in the current year,
wherein ‘access to educational goal’ is one of our key goals, the Group revisited the definition to include the CSR expense
as part of underlying EBITDA, margin and operating free cash flow.
During the year, the Group removed free cash flows as an APM since the Group’s dividends are no longer linked to such
metric. In addition, restated EPS was also removed as an APM as there has been no significant change in the number of
shares issued between the current and previous financial reporting periods.
The committee performed a detailed review on the use and disclosures of APMs within the annual report (including
reconciliations disclosed) and concluded that the balance and equal prominence of APMs (in comparison to GAAP
measures) was appropriate. The committee challenged management on changes to APMs and satisfied itself that the
changes were appropriate.
For more information on APMs refer to page 175 of the annual report.
Share buy-back in
Airtel Nigeria
On 1 December 2021, Airtel Nigeria completed the buy-back of 8.22% non-controlling interest (out of existing 8.26%) from
its non-controlling shareholders at a total cost of NGN 67.6 billion (approximately $163m) including directly attributable
transaction costs.
The committee reviewed and challenged the accounting for this transaction and were satisfied with the cost of the
buy-back including transaction costs being taken through equity.
Review of
effective tax rate
Review of tax/
legal/regulatory
matters
The committee reviewed and challenged management’s calculation of the effective tax rate every quarter and found this
to be satisfactory.
The committee reviewed the key developments in material tax, legal and regulatory cases during the period,
management’s estimate of key tax, legal and regulatory disputes, and how these were rated by management as probable,
possible or remote and as satisfied with the accounting conclusions reached by the management.
Exceptional items We reviewed all exceptional items during the year and considered whether the items met the definition as an exceptional
item under Group policy and FRC guidance and were satisfied with management’s position and conclusions. We reviewed
the Group’s exceptional item threshold at the beginning of the year and agreed to management’s proposal to increase
the threshold in line with the size and performance of the Group. We will continue to review the relevance of the Group’s
exceptional item policy with respect to applicability and thresholds every year in line with FRC guidance and the practices
adopted by other FTSE companies.
For more information on exceptional items refer to note 11 of the financial statements.
110 Airtel Africa plc Annual Report and Accounts 2022
Governance reportPart 3
Risk management and internal controls
Our approach to risk
As highlighted in the strategy and risk sections of the strategic report,
risk management is inherent to our management thinking and
business-planning processes. The Board has overall responsibility
for establishing and maintaining our risk management and internal
control systems.
For more information on our risks and mitigation and our risk
management framework, see the risk report on pages 80-86.
The Board also approved the statement of the principal risks and
uncertainties set out on pages 83-86.
Progress in 2021/22
Each quarter, our CEO and CFO provide a compliance certificate
connected to the preparation of our financial results. This includes
the policies and procedures for areas of the business under their
responsibility and confirms the existence of adequate internal control
systems throughout the year. Our committee reviews any exceptions
noted in this exercise.
Working to minimise the risk of fraud, bribery and
corruption
Minimising the risk of fraud is one of the key priorities for Internal
Audit, and we take a range of actions to do this. These include
assessing the quality of balance sheet reconciliations, key judgement
matters, tenders and quotations, and controls over payments and
associated applications.
We continue to focus on limiting our potential exposure to bribery
and corruption risks, for example by providing mandatory training,
reviewing financial records and developing our policies and
procedures. Our contract management system includes mandatory
certification to our Code of Conduct and anti-bribery and corruption
policy. Each year, every employee must take part in computer-based
training on anti-bribery and corruption and our Code of Conduct. Our
Internal Audit team reviews our anti-bribery compliance programme
to assess its continued effectiveness. We will continue to assess
bribery risks in our markets to refine and improve our anti-bribery
compliance programme.
Our committee also monitors and oversees procedures around
allegations of improper behaviour and employee complaints.
Whistleblowing procedures
Our whistleblowing programme is a confidential channel through
which employees can report unethical practices or wrongdoing.
We have an independent whistleblowing process managed by an
external professional services firm from their Centre of Excellence in
South Africa. Throughout the reporting period, we received updates
on the volume of reports, key themes emerging from these reports
and the results of related investigations. We assess the reports for the
category and level of concern and consider these in line with a protocol
for review, investigation, action, closure and feedback. This is done
independent of management where necessary, but involving senior
business unit or HR management as appropriate. We continue to
monitor the volume, geographic distribution and range of reports
made to the hotline to understand key themes, the results of
investigations undertaken, significant regional compliance concerns,
and whether access to this facility is less understood or publicised in
some countries.
During the 12 months ending 31 March 2022, we investigated
74 incidents received through various customer touch points and our
formal whistleblowing channels. These were of varying magnitude,
with two above the Executive Committee threshold. One was
investigated by an external partner, and over 90% of the cases
have been closed. The very small number of reports that contained
allegations of a breach of our Code of Conduct were thoroughly
investigated and disciplinary action was taken where appropriate.
The majority of reports received during the period were human
resources issues which indicated no compliance concerns or serious
breaches of our Code of Conduct.
Our committee chair reports to the Board at each of its meetings on
the operation of our Code of Conduct, anti-bribery and corruption
and whistleblowing procedures. This report contains enough detail to
enable the Board to oversee these areas and make sure arrangements
are in place for a proportionate and independent investigation of
related matters and for follow-up action.
Internal Audit
During the reporting period, we enhanced our internal audit risk
assessment process by standardising our approach to risk
assessment. This allows regular reassessment of risk areas to make
sure new and emerging risks are addressed as needed, as well as
more dynamic audit planning. Our Internal Audit team considers
compliance with internal policies, regulatory obligations and fraud risk
mitigation as part of their independent testing and evaluation. The
team is governed by the internal audit charter, as approved by the
Audit and Risk Committee, and is headed by our Chief internal auditor,
who reports to the committee and the CEO. The committee chair
regularly meets with the Chief internal auditor to discuss the team’s
activity and any significant issues arising from their work.
Our committee approves the annual audit plan in the first meeting of
each financial year. We then receive quarterly updates on activities,
progress against the plan, the issues arising from audits and action
plans to address concerns. This year, we reviewed and approved the
detailed audit plan as dynamic and ensuring that Internal Audit’s areas
of focus remain appropriate.
Airtel Africa plc Annual Report and Accounts 2022
111
Governance reportAudit and Risk Committee report continued
Part 3
Part 4
Our Internal Audit team implemented various initiatives during the year
to help achieve their mandate and strategic objectives.
External auditors
Proactively managing the risk of fraud: A fraud risk assessment
exercise was rolled out across all OpCos and HQ offices to identify,
register, monitor and manage fraud risks within our operations. There
are plans to automate this exercise to support continuous monitoring
of the risks identified and maintain an up-to-date fraud risk register.
We also revised our anti-fraud policy during the year. This is now
included in the annual mandatory anti-fraud certification undertaken
by all employees each year. From the next financial year, this online
anti-fraud training will be extended to key partners and suppliers.
Key controls: We introduced a key controls framework across all
14 OpCos. These controls are an extension of our internal financial
controls framework (ICOFR) which include non-ICOFR processes
and controls. These include compliance with critical internal policies
and procedures, compliance with local regulatory requirements
and maintaining effective IT security and operational processes.
They’re in place to strengthen our internal control environment
through regular monitoring of key internal risks.
There are 76 key controls which cut across Airtel Africa functions.
Our Internal Audit team also validates monthly management
self-assessments reports results to the Audit and Risk
Committee quarterly.
Over the next financial year, we’ll extend these key controls to cover
head office review procedures. We’re also planning to automate the
validation of certain key controls to provide continuous monitoring
and lead to a stronger control environment.
Governance, risk and compliance (GRC): We identified a
comprehensive and updated GRC system which we’ll bring on board
to manage GRC centrally in line with industry and government
regulations across all areas of Airtel Africa. We’ll fully implement the
new system during the next financial year, following audit and case
management solutions going live in April 2022.
We also intend to expand our data analytics capabilities by fully
embedding analytics within our audit workflow to identify red flags,
analyse trends, cover complete data sets and improve the accuracy
of audit testing.
Quality assurance improvement programme: We also
implemented a quality assurance improvement programme during the
year. Our Quality Assurance team identified key activities to prioritise
for the first phase, with an initial focus on strengthening our process
for assessing and managing internal risks and executing audits.
We updated our internal audit policies and procedures accordingly.
We also began to send internal audit client satisfaction surveys to key
stakeholders after engagements to understand how well auditors are
achieving their goals and objectives.
Engaging our auditor
Our committee manages our relationship with the external auditor.
Each year, we assess their performance, effectiveness and
independence and recommend their reappointment or removal
to the Board.
Our external auditor is Deloitte LLP (UK). The lead partner is Mark
Goodey, who has been in post since October 2018 and will retire at
the end of Deloitte LLP’s financial year after the Airtel Africa 31 March
2022 audit. He will be succeeded as lead audit partner by Ryan Duffy.
Ryan has been a partner in Deloitte’s International Audit Group and
currently leads the Africa Services Group. With over 20 years’
experience serving audit clients across a broad range of sectors,
geographies and regulatory environments, Ryan relocated to the UK
from Deloitte in Johannesburg where he worked as an audit and
advisory partner to several multinational listed clients. His previously
held leadership positions at Deloitte in South Africa required him to
travel throughout Africa, providing perspective of the continent and
its opportunities.
Ryan was appointed following an interview and selection process led
by our committee chair and our CFO Jaideep Paul. As well as being
invited to attend all committee and relevant meetings since October
2021, Ryan has met with our committee chair, CFO and senior
finance leaders and shadowed Mark Goodey as he completed his
year-end audit.
Effectiveness of the external audit process
After reviewing and challenging the work done by Deloitte during
the year, we approved Deloitte’s terms of engagement and are fully
satisfied with their performance, objectivity, quality of challenge
and independence.
We recommended to the Board, which in turn will recommend to
shareholders at our 2022 AGM, that Deloitte should continue as
our external auditor and be reappointed for the 2023 financial year.
With the appointment of Ryan Duffy, we believe the independence
and objectivity of the external auditor are safeguarded.
Our next competitive tender is planned for the 2029 year-end audit
in line with current regulation. This timetable is subject to annual
assessment of Deloitte’s effectiveness and independence.
There are no contractual obligations which restrict our choice of
auditor, nor is there a minimum appointment period. We’ve complied
with the provisions of the Competition and Markets Authority’s Order
for this financial year relating to audit tendering and the provision of
non-audit services.
Working with our auditor
The lead external audit partner and his team attend our committee
meetings to provide insight and challenge and to report on their review
of the half year results and audit of the year-end financial statements.
To facilitate open dialogue and assurance, we also hold private
sessions with our auditor without management present. Our
committee chair regularly meets with Deloitte outside of scheduled
committee meetings.
A number of teams are involved in the audit, given the need to report
both our own financial results and to report to our parent company,
Bharti Airtel.
112 Airtel Africa plc Annual Report and Accounts 2022
Governance reportThroughout the year, audit teams deliver:
• An interim review by Deloitte UK for our half year
• The Airtel Africa consolidated financial statements signed by
Deloitte UK
• Local statutory accounts audited by each Deloitte Africa team,
with some work performed by Deloitte India
During its half year and full year results reporting, Deloitte found no
significant deficiencies in controls or issues with our accounting
judgements and estimates in the areas in which they adopt a controls
reliance approach.
Our committee receives a detailed audit plan from Deloitte identifying
key risks and areas of focus. We review and challenge this external
audit plan, including audit scope and materiality, to make sure Deloitte
has identified all key risks and developed robust audit procedures and
communication plans. We also look at the quality of auditors’ reports
throughout the year and consider responses to accounting, financial
control and audit issues as they arise.
Using our auditor for non-audit services
We safeguard auditor independence and objectivity through a
number of control measures, including limiting the nature and value
of non-audit services performed by the external auditor.
Where we consider our external auditor to have the most appropriate
skills, expertise and safeguards, we may consider using them for
certain acceptable non-audit services. Their knowledge of our
business may make such services more cost-effective and ensure
confidentiality.
Our non-audit services policy sets out the circumstances in which
the external auditor can perform non-audit services. It restricts the
provision of non-audit services as prohibited by the FRC Revised
Ethical Standard 2019 and provides a monetary threshold for
approved services. Our committee reviews and pre-approves any
non-audit services with fees above the threshold or not stipulated
by the policy.
Under our policy on non-audit services, the CFO has authority to
approve permitted services up to $50,000, with any amounts above
this requiring committee approval.
Our review of the auditor’s performance during the reporting period
included non-audit services and the ability of Deloitte to maintain its
independence while providing these services. The non-audit services
work for the financial year included half year review work for our
company, quarterly audits for our parent, Bharti Airtel and control
attestation in Zambia and Uganda required by local regulations
and ESEF assurance. The value of this was $1.5m, representing
approximately 25% of Deloitte’s total remuneration as set out in
note 8.1 to the consolidated financial statements on page 186.
Part 5
Finance Committee
Our Finance Committee is an operational management committee
overseen by and subsidiary to our committee. Its two independent
non-executive director members are also members of the Audit and
Risk Committee.
Given the complexity and importance of finance, treasury and tax
policy matters, the Board has delegated oversight and governance
to this specialist Finance Committee. This has strengthened our
adherence to the relationship agreement and treasury and tax
controls. This committee frames our finance policies and procedures,
creating risk framework mechanisms for treasury and tax to help
achieve our strategic financial goals with a balance of initiative and
risk control.
Committee duties
• Ensures our treasury activities are carried out within an agreed
policy framework
• Makes sure activities are within agreed levels of risk and will
contribute to our financial performance through focused
management
• Makes sure operations are appropriately funded and conducted
in line with policy
• Ensures the overall treasury objective and specific objectives for
each main treasury activity are consistent with both financial and
corporate business objectives
• Recommends the strategic tax policy for approval by the Board
• Ensures adequate liquidity to meet financial obligations based on
cash flow forecasts
• Optimises the interest cost on gross debt within prudent
risk parameters
• Determines and approves the derivatives policy on swaps, foreign
exchange and interest rate hedges
• Generates reasonable commercial returns on investments to
protect investment capital and ensure desired liquidity
• Minimises the adverse impact of foreign exchange movements
associated with transactions and our operating exposure in various
currencies due to multinational operations
• Maintains diversified access to various local and global debt and
borrowings markets
• Determines and approves our strategic tax planning policies
• Approves new debt and the cancellation and modification of
borrowing and debt facilities
Committee members
Members were appointed by the Board on the recommendation of
the Nominations Committee in consultation with the Audit and Risk
Committee chair. They are Jaideep Paul, CFO, as chair; CEO Segun
Ogunsanya; deputy CFO Pier Falcione; and two independent non-
executive directors, Ravi Rajagopal and Annika Poutiainen. We review
the composition of the committee and the continued participation of
independent non-executive directors each year.
Airtel Africa plc Annual Report and Accounts 2022
113
Governance reportChair’s statement
I’m pleased to present the Nominations Committee report for 2021/22
and to share our plans for the coming year.
Changes to the Board
We continue our efforts to ensure that our Board is made up of people
with the appropriate drive, abilities, experience and diversity in its
broadest sense to lead Airtel Africa in delivering on our strategy. Our
committee oversees succession planning for senior management to
ensure we have a consistent pipeline of diverse talent in place for
progression to the Board.
The 2021/22 year saw some exciting changes to the Airtel Africa
Board. As part of our planned succession process, we oversaw the
appointment of Segun Ogunsanya as managing director and Chief
executive officer of Airtel Africa. Segun joined the Board with effect
from 1 October 2021. We announced that Jaideep Paul, Chief financial
officer, would join the Board as executive director on 1 June 2021.
And we appointed a new independent non-executive director, Tsega
Gebreyes, in October 2021. Tsega is a native Ethiopian with deep
investment and operating background in Africa and TMT, starting with
her role in building Celtel International. She is also the founding director
of Satya Capital Limited.
As part of our ongoing review of the Board’s current and future needs,
we reviewed the tenure of all directors and discussed future Board
rotation. We recognise that our large Board is not yet gender balanced,
despite including four women. This imbalance should correct itself
through retirement and rotation over the next few years.
Board diversity
Airtel Africa is a multicultural business, and our ethnic diversity is
reflected in our Board, our leadership team and our employees mix.
We’re committed to ensuring diversity in terms of culture, age, gender,
ethnicity, length of service and educational background – and will
continue to build an inclusive and diverse workplace. We count this
as a core strength of our business.
We’re privileged to have a Board of directors with a broad diversity
of skills, experience, age and nationality to perform their vital role.
This is invaluable in developing our business strategy and enhancing
our governance capabilities.
As you can see from their biographies on pages 90-93, our committee
chairs and members have recent and relevant skills, experience
and expertise.
Nominations Committee report
Sunil Bharti Mittal
Chair, Nominations Committee
Attendance
Sunil Bharti Mittal
Chair
Andy Green
Senior independent non-executive director
Ravi Rajagopal
Independent non-executive
(Audit and Risk Committee chair)
Doug Baillie
Independent non-executive
(Remuneration Committee chair)
Meetings
attended
3 (3)
3 (3)
3 (3)
3 (3)
Committee responsibilities
• 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 diversity and inclusion in
light of our strategy, objectives and culture, and monitors the
implementation of policies and progress towards objectives
at all levels of our business
• Through the committee chair, engages with shareholders on
subjects relevant to committee responsibilities
114 Airtel Africa plc Annual Report and Accounts 2022
Governance reportEvaluating our Board
As part of our corporate governance review each year, we examine the
independence and diversity of our Board and the balance of skills and
development needs of members.
In mapping the skillsets of our Board members against our current
strategy and annual operating plan, we confirmed that our non-
executive directors have significant experience in the areas of
strategy, risk management and M&A. In light of a recognised need to
strengthen our operating background in Africa and TMT, we appointed
Tsega Gebreyes to the Board.
Our committee also monitors the succession planning for
management immediately below the Board. We’re working to support
and encourage a growing pool of talent able to step into top roles at
Airtel Africa. Our work to identify executives with potential and to
encourage their development led to several significant internal
promotions in and across our operating companies this year.
About the committee
Led by the chair of our Board, our committee consists of independent
non-executive directors. Our CEO and HR director are also invited to
attend committee meetings and submit reports.
We met formally three times during the 2021/22 financial year.
Our primary focus was on longer-term succession planning for the
senior executive team, improving diversity across our business,
and the induction of Tsega Gebreyes.
Having reviewed the composition and performance of the Board and
its committees, we believe our Board has the experience, expertise
and appetite for challenge to take Airtel Africa forward in line with
our strategy while maintaining good governance. We will, of course,
keep this under regular review.
The committee’s work and focus in 2021/22
• Reviewed the Board’s composition, balance, diversity, skill sets,
individual directors’ time commitment and overall effectiveness
against future needs
• Reviewed our succession and contingency planning across the
business, linking this to individuals’ professional development at
senior management level to help senior management demonstrate
their potential for progression and develop a diverse pipeline
of talent
• Appointed Tsega Gebreyes as an independent non-executive
director and invited her to join the Remuneration and Sustainability
Committees from April 2022
• Reviewed the fees paid to the Group chair – benchmarking data
shows these fees are competitive
• Considered the early-stage strategy and plans to create a
standalone Airtel Money entity and the trajectory to listing – as well
as the strength of talent to manage this new entity once separated
• Recommended to the Board that each director be proposed for
re-election by shareholders at the July 2021 AGM
I welcome questions from shareholders on this committee’s activities.
If you’d like to discuss any aspect of this report, please contact me
through our company secretary, Simon O’Hara (see page 240 for
contact details). I will, of course, be attending the 2022 AGM and
look forward to the opportunity to meet you and answer your
questions there.
Sunil Bharti Mittal
Chair, Nominations Committee
10 May 2022
• Reviewed and put in place mentoring opportunities for the new CEO
• Reviewed policies and processes to promote diversity in our
operating country Boards and senior management teams and put in
place a development programme for suitable internal candidates
• Worked to attract diverse, highly skilled and talented employees by:
– Tackling unconscious bias
– Maintaining a gender balance on shortlists for management
positions
– Ensuring all recruiters have signed the Standard Voluntary Code
of Practice
• Worked to retain the best talent by:
– Promoting a good work/life balance
– Encouraging equal opportunities for all
• Set new targets to increase the number of women in leadership
positions by 2026 and to achieve gender-balanced shortlists.
We’ll make sure the specification for any new senior management
role is equally suited to applicants of any gender and that there’s no
discrimination at any stage in the selection process based on any
applicant characteristic.
– Appointed three women to senior roles in our operating
companies – customer experience director and enterprise
director for Zambia and enterprise director for Nigeria
In 2021/22:
– 26% of total Group employees were women
– 28% of the Executive Committee were women (target 30%
by 2023)
– 25% of appointments in the year made at the level of general
manager and above were women
Airtel Africa plc Annual Report and Accounts 2022
115
Governance reportNominations Committee report continued
Developing our Board
The ongoing development of our Board members is a priority. We
inform directors about relevant seminars and training and encourage
and support their attendance. We provide regulatory updates at
each Board meeting; and specialist advisers brief our committees
on topics such as changes to accounting procedures and UK
corporate governance. Our Board undertook a series of development
activities during the reporting period, including training provided
by our corporate legal advisers Herbert Smith Freehills LLP on the
political environment, governance reform, liability to investors and
directors’ duties.
Tsega Gebreyes’ induction
Tsega Gebreyes was inducted through a series of sessions with
our CEO, CFO and members of our Executive Committee and
representatives of Deloitte. These focused on our strategy, operating
and financial performance, budget and forecasts, human resourcing,
diversity challenges and medium-term plans.
Specific activities
October 2021
Met separately with the chair of the Board, the senior independent
director, our CEO, our CFO and our company secretary
December 2021
Met with each of our regional directors
January 2022
Met with our corporate lawyers for onboarding training
Met with the chairs of our Audit and Risk Committee and
Remuneration Committee
Had introductory meetings with non-executive directors: three
independent (Annika, John and Awuneba) and two appointed (Kelly
and Shravin)
Met with our Chief HR officer, head of internal audit, risk and assurance,
and Chief compliance officer
Met with our external auditors, Deloitte
Employee engagement
Our Board engages with employees in various ways to understand
how we can enhance our people strategy and continue to bring our
values to life. To understand the business at all levels, directors are
encouraged to engage with local operations, either by visiting in
person or through online meetings, strategy sessions and quarterly
reports from our HR Committee. We arrange Board visits each year to
operations – and at least one Board meeting is scheduled to take place
at a regional location with representatives from the business present.
This year, our Board and committee programme took place in Dubai
and was attended by many senior colleagues.
Some members of the Board also met with employees to discuss both
professional and personal matters – including feedback on moving our
headquarters to Dubai from Nairobi, team capabilities and how we can
build an agile high-performance culture.
The Board also stays on top of employee-related issues through:
• Our open-door policy, where employees can connect directly with
our CEO or any ExCo director about anything
• Quarterly CEO-led town halls in English and French, where senior
executives update employees on our business performance,
organisational changes and take questions from employees
• Remuneration Committee updates on remuneration, people, culture,
conduct and diversity
• Quarterly presentations and one-to-one meetings as necessary
from our Chief HR officer
• Quarterly reports from the HR Forum and Remuneration Forum
chair to the Remuneration Committee on people, culture and
wellbeing
• The results of our employee engagement survey and regular pulses
shared in various OpCos and OpCo-led town halls
• One-to-one meetings between our ExCo and OpCo MDs and other
leaders to discuss employee and personal wellbeing, team updates
and career aspirations
• Regular ExCo market visits where leaders interact with teams at all
levels of the business
Sunil Bharti Mittal is our designated Board director for employee
engagement, given his regular travel to our operating companies.
In this role, he’s not expected to take on the responsibilities of an
executive director or the Chief HR officer.
He’s responsible for supporting the directors’ collective responsibility
to consider a wide range of stakeholder perspectives when making
Board decisions, including:
• Understanding the concerns of the workforce and articulating their
views and concerns in Board meetings
• Ensuring that the Board, and particularly the executive directors,
take appropriate steps to evaluate the impact of proposals and
developments on the workforce
• Where relevant and appropriate, providing feedback to the
workforce on Board decisions and direction during the
engagement process
• Making sure that feedback Is obtained from all levels of the
workforce in various locations
Like other initiatives adversely impacted by pandemic-imposed
restrictions, Sunil has had challenges to overcome in performing this
role during the reporting period. He met with colleagues based in our
Nairobi operating headquarters to discuss their views on the proposed
office relocation to Dubai. He then shared the opinions and views
expressed with the project planning team who incorporated them
into planning and executing the move.
The focus for 2022 will be to identify and facilitate communication
mechanisms for effective and meaningful dialogue with the workforce.
For more on how we engaged with our people during the reporting
period, see page 27.
Board and committee balance, diversity, independence
and effectiveness
The chair of the Board is responsible for making sure independent
non-executive directors can constructively challenge executive
directors, while supporting them to implement the strategy and run
the business effectively. He works with this committee to make sure
the Board has the right blend of skills, independence and knowledge.
Appointing and re-electing directors
Our appointment processes
The Board has the power to appoint additional directors or to fill any
vacancy. When recruiting new members for the Board, our committee
adopts a formal and transparent procedure which considers the skills,
knowledge and level of experience required, as well as diversity.
116 Airtel Africa plc Annual Report and Accounts 2022
Governance reportWe begin by evaluating the balance of skills, knowledge and
experience of existing Board members, the diversity of the Board, and
ongoing requirements and strategic developments of the business.
This enables us to focus our search process on appointing someone
who will complement and enhance the Board’s effectiveness and
overall performance.
We review a long list of globally drawn potential candidates and
shortlist candidates for interview based on the objective criteria set
out in the agreed specification. These include the requirements of the
Group, the diversity of the Board, and the balance of skills, knowledge
and experience of current members. Non-executive appointees must
be able to show that they have time available to devote to the role,
and before being appointed all candidates must identify any potential
conflicts of interest.
Shortlisted candidates are interviewed by the committee chair, other
committee members and the CEO. The committee then recommends
the preferred candidate, who is invited to meet other Board members.
Finally, the committee takes up detailed external references before
making a formal recommendation to the Board for appointment.
Board changes in 2021/22
In 2021/22, our committee oversaw the process to identify a new CEO
to replace Raghu Mandava on his retirement, as well as the ongoing
search for another woman director.
To fill the CEO role, we worked with specialist recruitment agency
Egon Zehnder, who abide by a voluntary code of conduct on gender
diversity. The agency has no other connection with Airtel Africa. After
following the process described above, including considering suitable
internal candidates, our committee recommended Segun Ogunsanya
to the Board as new CEO.
We recruited Tsega Gebreyes as a new independent non-executive
director without using a search firm. We recommended Tsega after
making sure she had enough time to devote to the role and had no
conflicts of interest.
Our committee monitored the integration and thorough induction of
both directors.
The only director to take on a significant new appointment during the
year was Annika Poutiainen, who began a non-executive role at Unzer
Group GmbH in 2021. Before accepting the appointment, Annika
discussed with our chair and company secretary the anticipated time
commitment and agreed that she would continue to have adequate
time to give to Airtel Africa Board duties.
Re-election
Every director will seek election or re-election at our annual AGM.
All directors will stand for re-election at each year’s AGM while
in office. Each director proposed for re-election at our AGM has
been unanimously recommended by other members of the Board.
More information on our appointments process is on page 116.
Effectiveness
The external Board evaluation reviewed our committee’s effectiveness
and sought feedback from the committee members. We discussed
the output of the evaluation, which concluded that we continued to
operate effectively throughout the year, and confirmed our intended
areas of focus for the year ahead.
Each director goes through a performance review process as part of
the annual Board effectiveness review, which confirmed that each
director continues to make an effective contribution to the Board.
Advice available to the Board
All directors have access to the advice and services of the company
secretary. Directors may also take independent professional
advice at our expense where this is judged necessary to fulfil their
responsibilities. During the year, the Board took advice from:
• Alvarez & Marsal through the Remuneration Committee, as
explained in more detail on page 122
• Herbert Smith Freehills LLP, our corporate legal advisers,
through the Market Disclosure Committee on the identification
of insider information
• Legal advisers Clifford Chance on share plan and remuneration
policy matters
• Our brokers on the sector and the relative performance of our
share price
• Egon Zehnder through the Nominations Committee, as explained
in more detail on page 117
Diversity
The Board represents a broad range of skills, experience, age,
ethnicity, gender and nationality. Our youngest director is 34 and
the group is ethnically diverse. Most have spent a considerable
amount of time living outside the UK, and this range of experience is
invaluable in developing our business strategy and enhancing our
governance capabilities.
Our policy is to appoint and promote the best person for each role
without regard to age, ethnicity or disability – only considering factors
such as educational and professional backgrounds as appropriate for
the position. This applies to the entire business, including the Board.
Our objective is to build diversity into our appointment and promotion
processes at every level. All Airtel Africa employees have completed
our annual Code of Conduct training and certification, which covers
our commitments on diversity, inclusion and anti-discrimination.
We believe diversity is fundamental to the successful operation of
our Board and to creating a balanced culture across our business.
The Board regularly reviews its balance and composition considering
targets and recommendations for gender diversity, as well as the
Parker Review and its report into ethnic diversity. We’ve gone way
beyond the Parker Review target for FTSE 250 boards to have at least
one director from an ethnic minority background by 2024. We also fully
endorse the FTSE Women Leaders Review’s approach to increasing
senior leadership diversity, including its voluntary target of 40%
women on Board, Executive Committee and senior management
teams. This also requires at least one woman as chair or senior
independent director role on the Board or a woman as either our
Chief executive officer or finance director by the end of 2025.
While we haven’t yet achieved these two gender-balance targets at
Board level, we are making considerable progress. Regarding the first
target, 31% of our Board are women (4 out of 13) representing 43%
of our independent directors (3 of 7). On the second target, we will
ensure that this is an integral part of our succession planning.
Gender diversity in our Executive Committee remains a challenge.
We’re working to increase the number of women at this level as well as
in our senior management teams (direct reports to the ExCo) by 2026.
We’ll make sure the specification for any new senior management
role is equally suited to applicants of any gender and that there’s no
discrimination at any stage in the selection process based on any
applicant characteristic. Diversity and inclusion are, and will continue
to be, a key focus for Airtel Africa.
Airtel Africa plc Annual Report and Accounts 2022
117
Governance reportNominations Committee report continued
Gender balance
Category
Group Board
Employees
Group Executive Committee
OpCo Executive Committee
Senior and middle management*
All other employees
Total
Women (%)
4 (31%)
2 (0.1%)
43 (1.1%)
16 (0.4%)
904 (24%)
965 (26%)
Men (%)
9 (69%)
20 (0.6%)
120 (3.2%)
112 (3.0%)
Total
13 (100%)
22 (0.6%)
163 (4.3%)
128 (3.4%)
2,540 (67.6%)
3,444 (91.7%)
2,792 (74%)
3,757 (100%)
* Senior management is all general managers and above excluding the OpCo Executive Committee, and middle management includes all employees at senior manager level
Pay ratio reporting
Quoted companies with more than 250 UK employees are required to
report each year on the difference in pay between their CEO and their
UK employees. As Airtel Africa is outside the scope of this requirement
given its small number of UK employees, we will not be disclosing our
pay ratio for this reporting period.
Our ‘Win with’ strategy aims to drive the sustainable, profitable growth
we need to continue creating value for all our stakeholders. To facilitate
this, we aim to be an employer of choice with a diverse and inclusive
work environment that continues to foster a culture of high
performance, wellbeing, skills enhancement, and coaching.
Our diversity policy
Purpose
The Group has a clear ongoing purpose of ‘Transforming Lives’.
Training and awareness
1. An ongoing programme to counter unconscious bias
2. Using town hall sessions to drive awareness and the right tone
from the top
3. All employees completing yearly Code of Conduct training and
certification covering our commitments on diversity, inclusion
and anti-discrimination
Monitoring and reporting
1. Monthly diversity review by our Chief HR officer with HR directors
of our regional businesses
2. Quarterly progress reports to our Executive Committee and
Remuneration and Sustainability Committees before being
reported to the Board
3. Quarterly progress reports to our management HR Committee
Diversity and inclusion are a part of who we are and how we
do business – in line with our values of being alive, inclusive
and respectful.
Policy statement
We recognise that a diverse workforce is key to delivering value to
our customers. So we work to create an inclusive environment that
embraces our differences and helps employees work to their true
potential. Our practices and policies to foster this include global
mobility, talent acquisition and focused learning and development.
We’re particularly focused on developing women in management
and leadership roles and across our business.
Initiatives
1. Searching for and using diverse talent pools for all management
and senior leadership recruitment
2. Building succession and leadership development plans that
encourage the promotion of women
3. Focused mentoring programmes
4. Facilities for expectant and new mothers, such as reserved
parking and mothers’ rooms
5. Women in tech programme
6. Women’s entrepreneurship programme to increase
the percentage of self-employed women in sales and
distribution roles
118 Airtel Africa plc Annual Report and Accounts 2022
Governance reportOur compliance with the UK Corporate Governance Code
Simon O’Hara
Group company secretary
With each year that passes post
listing, the UK Corporate Governance
Code becomes even more embedded
in how we think and act at Airtel Africa.
As Airtel Africa plc ordinary shares have been
trading on the main market of the London Stock
Exchange since 3 July 2019, we apply the
principles and provisions of the 2018 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 (NSE), we’re permitted by NSE listings
requirements to follow the corporate governance
practices of our primary listing market in London.
The UK Financial Reporting Council (FRC)
promotes high quality corporate governance and
reporting through the Code. All companies with a
premium listing on the London Stock Exchange
must either comply in full or explain why and to
what extent they don’t comply.
Throughout the year ended 31 March 2022, we
have applied all the principles and complied with
the provisions set out in the 2018 UK Corporate
Governance Code except for in two areas:
Provision 9, requiring that the chair be independent
on appointment, and provision 41, our workforce
engagement on executive remuneration.
For our TCFD disclosure pursuant to LR9.8.6R (8)
see page 54 for details.
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 considers their views in 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 clearly 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 individual responsibilities of senior executives.
B. Purpose, values and strategy and alignment with culture
Our purpose is to transform the lives of people across sub-Saharan
Africa. We do this through products, services and programmes
that foster financial inclusion, drive digitisation and empower our 128
million customers and the communities in which they live. 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 while delivering our sustainability strategy.
We provide essential services that are unlocking the potential for
people and economies to grow. The Board sets the strategy for
aligning with our purpose. This year, the Board formally updated our
Win with strategy model to ensure that sustainability, and working to
deliver our sustainability strategy, underpins everything we do.
Our Board believes that a healthy culture, which drives the right
behaviours, protects and generates value and helps employees
engage with our values, will lead to the successful delivery of our
strategy. It is responsible for defining our values and setting clear
standards from the top. Our chair leads the way by ensuring our Board
operates correctly and with a clear culture of its own which can be
promoted to our wider operations and dealings with all stakeholders.
Our CEO, with the help of the CFO and his management team, is
responsible for the culture within our wider operations. We’ve
continued to build our people capability through:
• Enhancing our online learning platform for greater access
• Encouraging skills development through short-term assignments
and exchanges between operating companies
• Ensuring all employees have mandatory training in compliance
areas such as our Code of Conduct, anti-bribery and corruption,
and information security
Airtel Africa plc Annual Report and Accounts 2022
119
Governance reportOur compliance with the UK Corporate Governance Code continued
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 ethical
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, Sustainability
and Remuneration 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 against to the Board and/or Audit and Risk
Committee by the head of Internal Audit, Chief compliance officer or
company secretary.
A description of our whistleblowing procedures is set out on page 111.
2. Division of responsibilities
F. Role of the chair
The roles and responsibilities of the chair and CEO have been clearly
defined, set out in writing and signed by Sunil Bharti Mittal and
Segun Ogunsanya.
The chair leads our Board and is responsible for its overall
effectiveness in directing the company.
Our chair and the senior independent director hold separate meetings
at least once a year with non-executive directors without the CEO
present. Each did this once during the 2021/22 reporting period.
Led by the senior independent director, the non-executive directors
also meet at least once during the year without the chair to appraise
his performance. The chair also meets formally with independent
non-executive directors without our CEO or other non-executive
directors present. Through these meetings, the chair ensures we
maintain a fair and open culture where all Board members can make
a strong contribution.
The Board is aware that Sunil Bharti Mittal did not meet the
independence criteria of the Code when he was appointed due to his
interests in the company. Considering his extensive involvement with
the Bharti Airtel Group over many years and his major contribution to
Airtel Africa’s growth, the Board unanimously agrees that his continued
involvement is crucially important to our ongoing success. We have a
number of safeguards in place to ensure robust corporate governance
during his tenure as chair, including Andrew Green in position as a
strong senior independent director.
The Board believes Sunil Bharti Mittal continues to effectively oversee
our leadership and maintain a balanced shareholder agenda.
The Board receives regular reports that allows it to assess our
culture to ensure it continues to support our strategy and purpose.
Our Remuneration Committee helps our Board oversee our culture
through its focus on diversity and inclusion, people and community
engagement and our purpose and values. The committee tracks
performance in these areas and reports to the Board as appropriate.
These reports have led to Board discussion on matters ranging
from the take-up of Covid-19 vaccinations to a deeper analysis of
our whistleblowing hotline metrics. In both instances, the Board
recommended changes to be able to satisfy itself that policy, practices
and behaviours throughout the business were aligned with our
purpose, values and strategy.
Annika Poutiainen, the Board Sustainability champion, reports to
each Board meeting on the work of the Sustainability Committee.
This committee, which currently meets monthly, also receives
occupational health and safety updates at each meeting.
Our Chief HR officer regularly attends Board meetings and all
Remuneration Committee meetings to provide updates on HR matters
– including on culture, diversity and inclusion, talent acquisition and
retention and employee engagement. The chair of the Remuneration
Committee also includes these matters in his own 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,
as described in more detail on page 26.
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 provides the Board with strategic advice
on current and potential future risk exposures. Our risk management
framework supports informed risk-taking by our businesses, setting
out the risks that we’re prepared to be exposed to and the risks that
we want to avoid.
More information on risk management can be found on page 80
D. Stakeholder engagement
With the publication of our sustainability strategy and the ongoing
development of our remuneration policy, our Board members are
increasingly taking a more active role in engaging with shareholders
and wider stakeholders. Our director induction process 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 11 equity research analysts who follow Airtel Africa.
We considered stakeholder concerns when developing our
sustainability strategy, as advised by the Global Reporting Initiative
(GRI) and to strengthen our strategy and reporting.
Our Board discusses the impact of all major decisions on our workforce
before drawing its conclusion. We also consider stakeholder impact in
relation to material acquisitions and strategic expansion. While we’re
working to better embed stakeholder considerations in Board decision-
making, we do factor the needs and concerns of our stakeholders into
Board discussions and decisions in accordance with section 172 of the
Companies Act 2006 (see statement on page 26).
Sunil Bharti Mittal is our designated Board director for employee
engagement, given his regular travel to our operating companies.
A focus for 2022 will be to identify and facilitate mechanisms for more
effective and meaningful dialogue with our people.
For more on our initiatives to improve employee engagement see
pages 26 and 116
120 Airtel Africa plc Annual Report and Accounts 2022
Governance reportG. Composition of the Board and division
of responsibilities
Our Board consists of 13 directors: non-executive chair Sunil Bharti
Mittal, who is not independent, CEO Segun Ogunsanya, CFO Jaideep
Paul, seven independent non-executive directors and three non-
executive directors. Andrew Green, CBE, is the senior independent
director and Simon O’Hara is our Group company secretary. For more
on our Board composition, see page 90.
The Board has an established framework of delegated financial,
commercial and operational authorities which define the scope and
powers of the CEO and of operational management.
For more on our Board and executive roles, pages 90-95
H. Role of non-executive directors
Our independent non-executive directors offer advice and guidance to
the CEO and CFO, drawing on their wide experience in business and
diverse backgrounds. They also provide constructive challenge and
hold management to account – monitoring the overall direction and
strategy of the company, scrutinising the performance of the CEO
and CFO, and ensuring the integrity of the financial information made
available to the Board and our shareholders. They play an important
part in general succession planning for the Board and other executive
and senior management positions.
The senior independent director and the independent directors also
play a critical role in fulfilling the requirements of the separation
governance framework and ensuring Airtel Africa’s independence.
Following their appointment, each of our non-executive directors
(both independent and non-independent) received an induction that
focused on the culture, operational structure and key challenges of
Airtel Africa. Details of this induction are on page 116.
I. Board processes and role of the company secretary
We have a range of processes in place to make sure our Board is
fully informed in a timely manner to be able to perform its duties.
Directors receive papers before each Board and committee meeting.
This allows them to prepare for meetings and to send in their views if
unable to attend.
The CEO sends updates to members on important issues between
meetings. Members also receive a monthly report on key financial and
management information, as well as regular updates on shareholder
issues and analysts’ notes. This information is distributed through a
secure online portal.
All directors have direct access to the advice and services of
the company secretary. And non-executive directors can take
independent legal advice at our expense when necessary to fulfil
their duties to the company.
At the half year, we took the opportunity to review our Board and
committee processes to build on actions introduced following the
annual evaluation exercise. Coordinated by the company secretary
and led by the chair, we considered feedback from Board members
to restructure the agenda and create a new template for papers.
We’ve since found that meetings are run more efficiently, with more
time for strategic and business discussions. We’ll continue to improve
our efficiency by introducing a process to approve suitable papers
‘by consent’ before each meeting.
3. Composition, succession
and evaluation
J. Board appointments
As part of our 2021/22 Board evaluation, we reaffirmed that each of
our independent non-executive directors is independent in character
and that there are no relationships which 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
and 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. During the reporting period, Tsega
Gebreyes was appointed to the Board and our CFO, Jaideep Paul, was
appointed an executive director and continues to attend all Board and
Audit and Risk Committee meetings.
For more on our Nominations Committee’s activities and processes,
see pages 90-93
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 on pages 90-93.
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. While the Code requires an externally facilitated evaluation
at least every three years, we have chosen to do this in each of our
three years since listing to enable us to plan effectively for the future.
See page 103 for details
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.
We also enhanced our internal audit risk assessment process to allow
for better coverage and more dynamic audit planning.
During 2021/22, Deloitte UK performed an external statutory audit of
the year ended 31 March 2022, and a half-yearly review. See page 112
for a discussion of their independence and effectiveness.
For more on the activities and processes of our Audit and Risk Committee,
see pages 104-113
Airtel Africa plc Annual Report and Accounts 2022
121
Governance reportOur compliance with the UK Corporate Governance Code continued
N. Fair, balanced and understandable assessment
Pages 17-19, 24-25, 31-42 and 80-86 of the strategic report set 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,
risk management is inherent to our management thinking and
business planning processes. 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 controls, including financial,
operational and compliance, and risk management systems.
For more on the activities and processes of this committee,
see pages 104-113
5. Remuneration
P. Remuneration policies and practices
Our proposed 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. There are two key principles of our remuneration policy.
One, the structure of remuneration packages and the design of
performance-based schemes, should be aligned with stakeholders’
interests and support our business strategy and objectives. And
two, the performance-based element of remuneration should be
appropriately balanced between the achievement of short-term
objectives and longer-term objectives.
Our current Remuneration Policy was introduced at the 2020 AGM.
This was designed to be appropriate for a newly 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.
Provision 41 engagement with the workforce
During the year, the Remuneration Committee did not engage
systematically with our people to explain how executive remuneration
aligns with wider company pay policies. The committee has been
tasked to identify and recommend to the Board a pathway to
compliance which will be embedded and effective in time for next
year’s annual report disclosures.
Q. Procedure for developing remuneration policy
The committee regularly reviews our policy to ensure that it operates
as intended, is in line with best practice and is aligned to our business
strategy. In 2021/22, the committee decided to change the way the
policy is implemented in two areas: requiring one-third of any bonus
paid to executive directors to be deferred (rather than any bonus more
than 100% of salary) and introducing a two-year post-employment
holding period. Both changes were made to take account of current
best practice and are more restrictive than required by the approved
policy. The committee also considered the policy in the light of the
evolution of our strategy and changes to the executive membership
of the Board. The committee has decided to put the policy to a
shareholder vote at the AGM later this year (one year early) to formally
incorporate the features introduced in the last two years and make
further sensible adaptations to reflect the appointment of the new
CEO and the CFO.
R. Exercising independent judgement
In the year ended 31 March 2022, 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.
See our remuneration report on pages 128-150 for more detail
LR 9.8.6R Climate-related financial disclosures
We have made our first climate-related financial disclosures consistent
with the TCFD recommendations in compliance with the requirements
of LR 9.8.6R.
See page 54 for our disclosures consistent with the four thematic
themes and 8 of the 11 specific disclosure recommendations, as well
as an explanation of why we’re not disclosing our targets and metrics
in this report and a description of our pathway and timeframe to
full compliance.
122 Airtel Africa plc Annual Report and Accounts 2022
Governance reportDirectors’ report
About this report
The directors of Airtel Africa present this report
together with the audited consolidated financial
statements for the year ended 31 March 2022.
This report has been prepared in accordance with the
requirements outlined in the Large and Medium-sized
Companies and Groups (Accounts and Reports) Regulations
2008 and forms part of our management report as required
under Disclosure Guidance and Transparency Rule (DTR) 4.
Certain information that fulfils the requirements of the directors’
report can be found elsewhere in this document and is referred
to below. This information is incorporated into this directors’
report by reference.
The directors’ report comprises pages 90-119 and 128-150
of the governance report, and this report on pages 123-127.
Other relevant information which is incorporated by reference
can be found in the strategic report:
• Financial performance on pages 74-79
• Business environment on page 20
• Outlook and financial management strategies, including
important events affecting the company since the year end
(with subsidiary undertakings included in consolidated
statements) on pages 1-89 and in note 36 on page 224
• The principal risks and risk management framework on
pages 80-86
• Our engagement with suppliers, customers and others on
pages 26-30
Other relevant information (required by Listing Rule 9.8.4 R) is
incorporated by reference to the directors’ report and appears
in the Annual Report as follows:
Information
Details of our long-term share plans
Details of where a shareholder has agreed to waive
future dividends
The ongoing waiver of our EBT and dividends payable
on shares held in trust for use under our employee
share plans
Relationship Agreement
LR 9.8.6R Climate related fnancial disclosures
Pages
134
124
125
54
This section contains the remaining matters not covered
elsewhere on which the directors are required to report
each year.
Profit and dividends
Statutory consolidated profit for Airtel Africa after tax for 2021/22 was
$755m (2020/21: $415m), and for the company the loss after tax for
2021/22 was $7m (2020/21: $6m). Details of our dividend distribution
during the year are set out on page 204 – note 27.1 to the consolidated
financial statements.
Subject to the approval of our shareholders, the directors have
recommended a final dividend for the financial year ended 31 March
2022 of 3 cents per ordinary share, which will be paid out of
distributable reserves. You can find more about the dividend, including
key dates on our website www.airtel.africa. On 27 October 2021, the
Board declared an interim dividend of 2 cents per ordinary share.
This was paid on 10 December 2021 to shareholders who were on
the UK and Nigerian share registers on 12 November 2021.
Directors
The names of our current directors, along with their biographical
details, are set out on pages 90-93 and are incorporated into this
report by reference. Directors serving during the year are listed on
page 210.
Details of directors’ interests in our share capital are in our directors’
remuneration report on page 145.
Our Articles of Association govern the appointment, removal and
replacement of our directors and explain the powers given to them.
Avoiding conflicts of interest
The Board regularly reviews each director’s interests outside Airtel
Africa and considers how the chair ensures he is applying objective
judgement in his role, as required by the UK Corporate Governance
Code. To help directors avoid conflicts (or possible conflicts) of
interest, the Board must first give clearance to any potential conflicts,
including directorships or other interests in outside companies
and organisations. This is recorded in a statutory register kept for
this purpose.
If a director considers they are, or might be, interested in any contract
or arrangement in which the company is or may be involved, they must
give notice to the Board in line with the Companies Act 2006 and our
Articles of Association. In this instance, unless allowed by the Articles,
the director cannot take part in any discussions or decisions about the
contract or arrangement.
Articles of Association
The Articles of Association can be amended in line with the
Companies Act 2006 through a special shareholder resolution.
The information below sets out the provisions in the Articles of
Association in place at the date of this report.
Share capital and control
We have two classes of shares:
1. Ordinary shares of $0.50 – each carries the right to one vote at our
general meetings and other rights and obligations as set out below.
2. Deferred shares – these carry no voting rights.
Details of our share capital movement during the year are set out in the
consolidated statement of changes in equity on page 164.
Airtel Africa plc Annual Report and Accounts 2022
123
Governance reportDirectors’ report continued
Rights of members
There are no restrictions on the size of a holding, the exercise of voting
rights, or the transfer of shares. The directors are not aware of any
agreements between shareholders that might restrict the transfer of
shares or voting rights.
Share plans and rights under the
employee share scheme
We operate an Employee Benefit Trust (EBT) for some employee share
plans. The trustee of the EBT has all rights attached to Airtel Africa
shares unless specifically restricted in the plan’s governing document.
Under these plans, we can satisfy entitlements by acquiring existing
shares held in the EBT. The trustee purchases shares in the open
market as required to enable us to deliver shares to satisfy awards
that vest. The trustee does not register votes in respect of these
shares at our AGMs and has waived the right to receive any dividends.
At 31 March 2022, the EBT held 4,932,206 ordinary Airtel Africa
shares. During the year, the EBT transferred 2,509,155 shares to
satisfy the vesting of awards under our share-based incentive plans.
Purchase of own shares
The articles do not prevent Airtel Africa from purchasing its own
shares. No one person has any rights of control over our share capital
and all issued shares are fully paid.
Major shareholders
Major shareholders have the same voting rights as other shareholders. We publish information given to us by substantial shareholders through
the regulatory information service and on our website www.airtel.africa, in line with the FCA’s Disclosure Guidance and Transparency Rules.
At 31 March 2022, we had been notified, in keeping with Rule 5, of the following holdings of ordinary share voting rights2:
Shareholder
Airtel Africa Mauritius Limited
Indian Continent Investment Limited
Singapore Telecom International Pte Ltd
Warburg Pincus LLC
Qatar Holding LLC
Bharti Global Limited
1 % interest in voting rights attaching to issued shares
Number of voting rights
2,105,108,805
% of capital1
56.01
292,424,330
148,093,705
145,212,068
134,726,964
127,147,531
7.78
3.94
3.86
3.58
3.38
2 The company has not received any notifications in accordance with DTR5 from 1 April 2022 to the date of this Annual Report
Significant agreements
(change of control)
Airtel Africa’s borrowing and bank facilities contain the usual provisions
which could potentially lead to prepayment and cancellation by the
other party if there’s a change of company control. There are no other
significant contracts or agreements that would take effect, change or
come to an end on a change of control following a takeover bid. All our
share plans contain provisions for a change of control as summarised
in the directors’ remuneration report on pages 128-150.
We do not have agreements with any director or employee that
would compensate for loss of office or employment resulting from
a takeover bid.
Airtel Mobile Commerce BV (AMC BV)
AMC BV, a wholly owned subsidiary of Airtel Africa, is currently the
holding company for several of Airtel Africa’s mobile money operations;
and is intended to own and operate the mobile money businesses
across all of Airtel Africa’s 14 operating countries once the inclusion of
the remaining mobile money operations under AMC BV is completed.
Airtel Africa plc has sold minority equity stakes in AMC BV to
four investors.
Airtel Africa aims to explore the potential listing of the mobile money
business within four years. Under the terms of the transaction with the
four minority stakeholders, and in very limited circumstances (in the
event that there is no Initial Public Offering of shares in AMC BV within
four years of first close, or in the event of changes of control without
prior approval), the minority investors would have the option, so as to
provide liquidity to them, to sell its shares in AMC BV to Airtel Africa
or its affiliates at fair market value (determined by a mutually agreed
merchant bank using an agreed internationally accepted valuation
methodology – capped at 2x initial value). The option is subject to a
minimum price equal to the consideration paid by the investor for its
124 Airtel Africa plc Annual Report and Accounts 2022
investment (less the value of all distributions and any proceeds of sale
of its shares, and with no time value of money or minimum built in) and
a maximum number of shares in AMC BV.
Ownership of Airtel Mobile Commerce BV
Airtel Africa plc
(United Kingdom)
Bharti Airtel International (Netherlands) B.V.
(The Netherlands)
Airtel Mobile Commerce B.V.
(The Netherlands)
The Rise Fund II Aurora,
SARL
Mastercard Asia/
Pacific PTE LTD
Qatar Holding LLC
Chimetec Holdings LLC
This represents desired shareholding structure on the basis that all restructuring
is completed successfully by final closing date.
However actual shareholding may differ on account of closing adjustments and
completion of ongoing restructuring activities
Governance reportAirtel Money Investments at a glance
1
2
3
4
5
1st Investment
Agreement
signed with
The Rise Fund
II Aurora SARL
on 17 March
2021
($200m)
2nd Investment
Agreement
signed with
Mastercard
Asia/Pacific
Pte Ltd on
31 March 2021
($100m)
3rd Investment
Agreement
signed with
Qatar
Holdings LLC
on 30 July
2021
($200m)
1st Completion
conditions
precedent met on
30 July 2021
1st Completion
conditions
precedent met on
30 July 2021
1st Completion
conditions
precedent met on
19 August 2021
2nd Completion
conditions
precedent met
in November,
2021
4th Invesment
Agreement
signed with
Chimetec
Holdings LLC
on
15 December
2021
($50m)
Relationship agreement
In accordance with the Listing Rules, Airtel Africa entered into a
relationship agreement with Bharti Airtel, Airtel Africa Mauritius
Limited (AAML), our majority shareholder and an indirect subsidiary
of Bharti Airtel, and Bharti Telecom on 17 June 2019. This agreement
regulates the ongoing relationship and ensures that transactions
and arrangements between parties are conducted at arm’s length
and on normal commercial terms. It also contains the independence
undertakings and provisions required by the Listing Rules. During the
financial year, Airtel Africa has complied with the terms and provisions
of the relationship agreement.
Board and meeting participation
As long as Bharti Airtel and/or AAML are a controlling shareholder,
Board meetings and certain committee meetings must include a
non-executive director nominated by Bharti and/or AAML (subject to
certain exemptions) to be valid (quorate). Each Board and committee
meeting must include three directors including two independent
directors to be valid.
As long as Bharti Airtel and/or AAML and their associates hold (directly
or indirectly) ordinary shares in Airtel Africa, they are entitled to appoint
non-executive directors to the Board as follows:
• One non-executive director for 10% or more interest in the
ordinary shares
• Two non-executive directors for 15% or more interest in the
ordinary shares
For every 10% or more interest (directly or indirectly) in the ordinary
shares above 15% in aggregate, Bharti Airtel and/or AAML can
nominate one additional non-executive director to the Board, up to a
maximum of four directors. Independent non-executive directors must
form the majority of the Board.
Similarly, as long as Bharti Airtel and/or AAML and Bharti Telecom and
their associates have a 10% or more interest in Airtel Africa ordinary
shares, each can appoint one observer (who must be a director) to
attend meetings of the Audit and Risk Committee and Remuneration
Committee. This observer can attend and speak at meetings but does
not count towards quorum or have a right to vote. As such, Akhil Gupta
attends the Audit and Risk Committee meetings, and Shravin Bharti
Mittal attends the Remuneration Committee meetings.
Other provisions
The agreement provides that Airtel Africa will not make any market
purchases that would cause Bharti or Bharti Telecom to have to
make a mandatory offer under rule 9 of the Takeover Code, unless
Airtel Africa has the necessary consents and waivers to prevent a
mandatory offer obligation.
Amendments can only be made to this relationship agreement in
writing and with the recommendation of a majority of the independent
directors. The relationship agreement will come to an end upon the
earlier of:
• Ordinary shares of Airtel Africa no longer being listed on the
premium listing segment and traded on the London Stock Exchange
(LSE)
• Bharti Airtel, AAML and Bharti Telecom, together with their
associates, ceasing to be interested (directly or indirectly in
aggregate) in at least 10% of issued ordinary shares
The relationship agreement will terminate upon the shares ceasing to
be listed on the LSE’s main market or the principal shareholders and
their associates ceasing to hold at least 10% of the issued shares.
We believe that the terms of this relationship agreement enable Airtel
Africa to carry out its business independently of Bharti Airtel, AAML
and Bharti Telecom.
Services agreement
Bharti Airtel provides services to Airtel Africa and its subsidiaries
including Bharti Airtel International (Netherlands) B.V. (BAIN) under
a services agreement.
Provision of information
To provide services to Airtel Africa under the services agreement,
Bharti Airtel will have access to information related to the Airtel Africa
Group which may include sensitive or confidential information. Bharti
Airtel will ensure its affiliates comply with the terms of the information
flow protocol to the extent that it is legally able to do so. Airtel Africa
will provide Bharti Airtel with service-related information necessary for
it to provide services under the agreement.
Future developments
The strategic report contains details of likely future developments
within Airtel Africa.
Airtel Africa plc Annual Report and Accounts 2022
125
Governance reportDirectors’ report continued
Group policy compliance
Each Group policy is owned by a member of the Executive Committee
to ensure clear accountability and the authority to make sure the
associated business risk is adequately managed. The senior leadership
team member responsible for each Group function has primary
accountability for ensuring compliance with all Group policies by all our
markets and entities. Our Group compliance team supports the policy
owners and local markets in implementing policies and monitoring
compliance. All of the key Group policies have been consolidated into
our Code of Conduct which applies to all employees and those who
work for or on behalf of Airtel Africa. It sets out the standards of
behaviour expected in relation to areas such as insider dealing,
bribery, and raising concerns through our whistleblowing process.
Directors’ indemnities
We have agreed to indemnify directors for certain losses and liabilities
in connection with their duties, powers and office. Qualifying third-
party indemnity provisions (as defined by section 234 of the
Companies Act 2006) were in force during the financial year ended
31 March 2022. We also hold liability insurance covering our directors
for any legal action against them. We took legal advice on this subject.
Branch and representative offices
Airtel Africa Services (UK) Limited has an office in Dubai, UAE. We
were issued a commercial licence in Dubai on 30 September 2021
with number 99099.
Bharti Airtel International (Netherlands) B.V. has a branch office in
Nairobi, Kenya. It was issued a certificate of compliance on 7 October
2010 with number CF/2010/33117.
Anti-bribery and anti-corruption
In line with the Bribery Act 2010, we have written policies on avoiding
and not tolerating bribery or corruption. These apply across all our
businesses and can be found on our website. All employees are
trained in anti-bribery and anti-corruption to help mitigate the risk
of reputational damage, financial penalties and possible exclusion
from certain approved partnerships.
Political donations
In line with our policy, we have not made any donations to political
parties during the year.
At our next AGM, our directors will be asking for the authority to
make political donations of no more than £25,000 in total. This is to
strengthen our corporate governance by making sure that neither
Airtel Africa nor our subsidiaries inadvertently breach the wide
definitions in Part 14 of the Companies Act.
Employing people with disabilities
It is our policy that people with disabilities should be fairly considered
for any job vacancy.
We are committed, wherever possible, to making sure people with
disabilities are supported and encouraged to apply for employment
and able to work successfully at Airtel Africa.
Important events since the end of the
financial year
Details of important events affecting the Group which have occurred
since the end of the financial year are set out in the strategic report
and note 36 to the consolidated financial statements on page 224.
Our auditor
Deloitte LLP have confirmed their willingness to continue as our
auditor. Following our Audit and Risk Committee’s review of their
effectiveness (described on page 112), we will propose at our AGM
that we reappoint Deloitte.
Our policy is that our auditor will not carry out non-audit services,
except where appropriate and in line with our policy for doing such
work. Our Audit and Risk Committee also considers the ethical and
auditing professional standards related to non-audit services by our
external auditor. Deloitte provided limited non-audit services during
the year in line with our policy as described in the Audit and Risk
Committee report – see page 113.
As at the date of this report, so far as each director is aware, there is
no relevant audit information of which our auditor is unaware. Each
director confirms that they’ve taken all appropriate steps to make
themselves aware of relevant audit information and to make sure our
auditor is aware of that information. This confirmation is given and
should be interpreted in accordance with the provisions of section 418
of the Companies Act 2006.
Audit and Risk Committee
recommendations and statements
of compliance
The committee has completed its review of the effectiveness of
internal controls, including risk management, during the year and up to
the date of this Annual Report. The review covered all material controls
including financial, operating and compliance. As such, we can provide
assurance to the Board under the 2018 UK Corporate Governance
Code. This is covered in more detail in the Audit and Risk Committee
report – see pages 104-113.
Airtel Africa has complied throughout the reporting period with the
provisions of the Statutory Audit Services for Large Companies Market
Investigation (Mandatory Use of Competitive Tender Processes and
Audit Committee Responsibilities) order 2014.
Annual general meeting (AGM)
Our AGM will be live-streamed on Tuesday 28 June 2022 at 11am BST
from 53/54 Grosvenor Street, London W1K 3HU. Details of the
business to be transacted at the AGM are included in our 2022 notice
of the AGM available on our website: www.airtel.africa.
In line with recent practice and good governance, we’ll conduct all
voting on resolutions at this year’s AGM by poll. The Board believes
that this way of voting gives as many shareholders as possible the
opportunity to have their votes counted.
The directors’ report has been approved by the Board and is signed
on its behalf by:
Simon O’Hara
Group company secretary
10 May 2022
126 Airtel Africa plc Annual Report and Accounts 2022
Governance reportResponsibility statement
We confirm that to the best of our knowledge:
• The financial statements, prepared in accordance with the
relevant financial reporting framework, give a true and fair
view of the assets, liabilities, financial position and profit or
loss of the company and the undertakings included in the
consolidation taken as a whole.
• The strategic report includes a fair review of the development
and performance of the business and the position of the
company and the undertakings included in the consolidation
taken as a whole, together with a description of the principal
risks and uncertainties that they face.
• The Annual Report and financial statements, taken as a
whole, are fair, balanced and understandable and provide
the information necessary for shareholders to assess the
company’s position and performance, business model
and strategy.
This responsibility statement was approved by the Board of
directors on 10 May 2022 and is signed on its behalf by:
Olusegun Ogunsanya
Chief executive officer
10 May 2022
Directors’ responsibilities statement
The directors are responsible for preparing the Annual Report
and the financial statements in accordance with applicable law
and regulations.
Company law requires the directors to prepare financial statements
for each financial year. Under that law, the directors are required to
prepare our financial statements in accordance with UK adopted
international accounting standards in line with the requirements of the
Companies Act 2006. We have elected to prepare the company’s
financial statements in accordance with UK Generally Accepted
Accounting Practice (GAAP), including FRS 101 Reduced Disclosure
Framework. Under company law, the directors must not approve the
accounts unless satisfied that they give a true and fair view of the state
of affairs of our company and of our profit or loss for that period.
In preparing our company’s financial statements, the directors are
required to:
• Select suitable accounting policies and then apply them consistently
• Make judgements and accounting estimates that are reasonable
and prudent
• State whether applicable UK Accounting Standards have been
followed, subject to any material departures disclosed and explained
in the financial statements
• Prepare the financial statements on the going concern basis
unless it is inappropriate to presume that Airtel Africa will continue
in business
In preparing the Group financial statements, International Accounting
Standard 1 requires that directors:
• Properly select and apply accounting policies
• Present information, including accounting policies, in a manner
that provides relevant, reliable, comparable and understandable
information
• Provide additional disclosures when the specific requirements in
IFRSs are insufficient to enable users to understand the impact of
particular transactions, other events and conditions on our financial
position and financial performance
• Make an assessment of our ability to continue as a going concern
The directors are responsible for keeping adequate accounting
records that show and explain the company’s transactions and
disclose with reasonable accuracy at any time our financial position
and enable them to ensure that the financial statements comply with
the Companies Act 2006. They are also responsible for safeguarding
the assets of the company and for taking reasonable steps to prevent
and detect fraud and other irregularities.
The directors are responsible for the maintenance and integrity of
the corporate and financial information included on our website.
UK legislation governing the preparation and dissemination of
financial statements may differ from legislation in other jurisdictions.
Airtel Africa plc Annual Report and Accounts 2022
127
Governance reportChair’s introduction
I’m pleased to present the Remuneration Committee’s report for
2021/22.
Board changes
During the year there were a number of changes to the Board,
with Raghunath Mandava retiring on 30 September 2021.
Segun Ogunsanya was appointed as CEO from 1 October 2021.
Jaideep Paul, our CFO, joined the Board on 1 June 2021.
On appointment, Segun Ogunsanya’s base salary was set at
$915,000. In setting this salary, our committee took account of
Raghu’s salary. This was not increased in 2021/22 in light of his
decision to retire, whereas employees’ salaries increased by 6% on
average. Therefore, Segun’s starting salary of $915,000 would have
been lower than our outgoing CEO’s if this had been increased in line
with other employees in 2021/22. Segun receives a standard package
of benefits in line with his expatriate status and location in Dubai. He
also participates in a legacy pension scheme to which the company
contributes 10% of his salary, in line with statutory requirements in
his home country of Nigeria and arrangements for our employees
there. His target annual bonus for 2021/22 was set at 75% of salary
(maximum 150% of salary), with one-third to be deferred into Airtel
Africa shares for two years. Segun’s LTIP awards for 2021/22 and
2022/23 comprise a PSP grant of 90% of salary and RSU grant of
40% of salary.
Jaideep’s salary was set at $583,000, with benefits in line with his
expatriate status and location in Dubai. His target annual bonus for
2021/22 was set at 70% of salary (maximum 140% of salary), with
one-third to be deferred into Airtel Africa shares for two years. His LTIP
awards for 2021/22 and 2022/23 comprise a PSP grant of 75% of
salary and RSU grant of 35% of salary. Leaver terms for Raghu are
set out below.
Performance outcomes for the year
To recap on the performance as described in the strategic report, this
year Airtel Africa delivered a strong performance, with double-digit
revenue and underlying EBITDA growth and a record free cash flow
delivery. Total shareholder return was 81.5% which ranked Airtel
Africa at number 3 in the MSCI Emerging Markets Communication
Service Index.
The pandemic has highlighted the importance of the service we
provide. Maintaining resilient networks in all the countries we operate
in provided the platform for significant partnerships in assisting
governments with delivery of emergency funds and support packages
and the communication of comprehensive Covid-19 health messages.
It also provided the platform that enabled key commercial partnerships
to support financial inclusion and for education partnerships to
provide free data and internet connectivity to those most in need.
Most noteworthy is the five-year partnership with UNICEF to help
accelerate the rollout of digital learning across 13 African countries.
Directors’ remuneration report
Doug Baillie
Chair, Remuneration Committee
This report sets out the remuneration policy for our
directors, what they’ve been paid in the year and
how this is linked to the performance achieved.
There are three sections to the report:
Part 1
An introduction from the committee chair –
this explains our approach to remuneration,
summarises the key decisions made by the
committee during the year (also part of the
annual remuneration report), and gives an
overview of our 2022/23 approach and policy.
Part 2
The directors’ remuneration policy – this sets out
the proposed remuneration policy for our CEO,
CFO, chair and non-executive directors, which
will be put to a binding shareholder vote at the
forthcoming AGM.
Part 3
Our annual report on remuneration – this sets out
in detail how we applied our current remuneration
policy in 2021/22, the remuneration received by
directors for the year and how the proposed policy
will be applied in 2022/23. This report will be put
to an advisory shareholder vote at the AGM.
All amounts in this report are in US dollars ($), unless stated
otherwise.
128 Airtel Africa plc Annual Report and Accounts 2022
Governance reportAnnual bonuses for 2021/22 were based on a scorecard of measures:
net revenue (35%), underlying EBITDA (35%), operating free cash flow
(10%) and personal objectives (20%). Given the Group’s strong
performance with 24.1% growth in net revenue, 31.2% growth in
EBITDA and 44.4% growth in operating free cash flow, the stretch
targets for all of the financial objectives were exceeded. Each of our
three executive directors in the year also had role-specific personal
objectives for the year – see page 140 for details. As a result, bonuses
of 150% and 140% of salary were awarded to our new CEO and our
CFO respectively, and our outgoing CEO received a bonus of 150% of
his pro-rated salary. One-third of the bonuses for Segun and Jaideep
will be deferred into shares for two years, but Raghu’s bonus will be
paid in cash in line with his leaver arrangements. The overall level of
bonuses should be seen in the light of the business continuing to
operate normally with full employment, no government support
funding and a proposed dividend in line with current policy for
our shareholders.
Our CFO was granted an award on IPO, with the final tranche subject
to performance measured to the end of 31 March 2022, vesting at
100%. See page 142 for details.
Leaver terms for the former CEO
In considering Raghu’s leaver terms, our committee noted that he
oversaw an extraordinarily successful period for Airtel Africa. During
his leadership, Airtel Africa experienced sustained performance in
becoming the fastest growing and most profitable telecoms operator
in Africa.
We took this into account in determining how to apply the policy and
treat his inflight share awards on departure. We also considered that
over 75% of the shares under award were not subject to leveraged
performance conditions on vesting, that the majority were granted in
connection with the IPO, and that in view of his planned retirement
no long-term incentive awards were made in 2021. We therefore
exercised discretion under the policy to determine that his share
awards should vest at the time of his departure, with LTIPs subject
to pro-rating for time and based on our committee’s assessment
of performance against the performance conditions based on our
auditor reviewed half-year accounts and relative TSR measured to
30 September 2021. We note that the outcome of the 2019 financial
metrics aligns with the final outcomes which have been assessed
for the CFO in the normal timeframe, but that the outcome of the
relative TSR measure was vesting at 50% as compared to the current
estimated vesting of this element of 100%. None of the shares
vesting on Raghu’s departure may be sold for two years (other than
to settle any tax due), and during this time they remain subject to
malus and clawback.
As a good leaver, Raghu was also eligible to receive a bonus for the
period worked in the year, with this assessment made at the end of
the year.
More information about these awards and other terms, which are in
accordance with the policy, is on page 124.
Considering formulaic outcomes
Our committee reviewed the formulaic outcomes against the bonus
and LTIP targets and decided that these were a fair reflection of the
overall performance achieved for shareholders. We confirm that in
assessing performance against the targets, no discretion was applied
to the outcome and that the policy operated as intended.
The only discretion exercised in the year was in relation to the
treatment of the outgoing CEO’s share awards on leaving the
company, as described above.
Remuneration policy changes
The current remuneration policy received 93.55% votes in favour at
our 2020 AGM. Our committee designed this policy to be appropriate
for a newly listed company in the UK while taking account of our very
specific circumstances, given we are listed on the London Stock
Exchange (with a secondary listing on the Nigerian Stock Exchange)
and operate in 14 countries in Africa.
We regularly review the policy to ensure it operates as intended and
continues to be in line with best practice and our business strategy.
In 2021, we decided to change the way in which the current policy
is implemented in two specific areas: requiring one-third of any
bonus paid to executive directors to be deferred (rather than only
any bonus in excess of 100% of salary), and introducing a two-year
post-employment holding period. Both of these changes were made
to take account of current best practice and were more restrictive than
required by the current approved policy.
During this financial year, we further considered the policy in light
of Airtel Africa’s evolving strategy and changes to the Board. Our
committee has decided to put the policy changes to a shareholder
vote at the AGM this year, in order to formally incorporate the best
practice features introduced in the last two years and make a few
more sensible policy changes to reflect the appointment of a new
CEO and our CFO joining the Board.
The following changes are proposed:
1. Bonus deferral: updating the policy to require one-third of any
bonus to be deferred into shares for two years. This already applies
to the CFO and new CEO.
2. Benefits and pension: making specific provision for the CEO’s
legacy pension arrangement, which is 10% of salary in line with
statutory requirements for employees in his home country of
Nigeria. In line with the approach for the previous CEO, the CFO
does not receive a pension.
3. Share ownership requirements: setting the CFO’s share
ownership requirement at 200% of salary. The current policy
requires executive directors to build up and retain shares worth
250% of salary. This was set when the previous CEO was the only
executive member of the Board and it was not envisaged that other
executives might be appointed to the Board during the life of the
policy. Following the appointment of the CFO to the Board and
recognising that he receives a lower LTI award than the CEO,
we propose to amend the policy so that his share ownership
requirement is set at 200% of salary. The CEO‘s requirement would
remain at 250% of salary. The policy will also be updated to reflect
the post-employment shareholding requirement introduced last
year. This specifies that executive directors must hold shares for
two years after leaving equal in value to the lower of their holding
on date of leaving or 50% of their requirement in employment. We
judge this as appropriate given the markets in which our executives
are based and recruited from, where share ownership requirements
are typically not operated.
Consistent with our approach of regularly reviewing the policy to
ensure it remains appropriate, the committee has carefully considered
the other elements of the policy. We believe these remain appropriate
given Airtel Africa’s unique circumstances and are therefore not
proposing any other material changes to the policy or its operation.
Airtel Africa plc Annual Report and Accounts 2022
129
Governance reportConclusion
This past year has demonstrated the true resilience of all of Airtel
Africa’s employees. Not only has they delivered an exceptionally
strong financial performance but in doing so truly lived the company’s
purpose of delivering vital services and helping transform the lives
of its stakeholders.
I would like to thank my fellow committee members for their continued
diligence and dedication. We look forward to seeing your support for
the directors’ remuneration report at this year’s AGM and, more
importantly, seeing the continued benefits of our work to all our
stakeholders over the coming years.
I will be attending the 2022 AGM and look forward to engaging with
shareholders at the meeting. In the meantime, if you’d like to discuss
any aspects of this report please contact me through our company
secretary, Simon O’Hara (see page 240 for contact details).
Doug Baillie
Chair, Remuneration Committee
10 May 2022
Directors’ remuneration report continued
In particular, we reviewed the use of a mix of restricted and
performance shares in Airtel Africa’s long-term incentive plans in the
light of feedback received from some investors and proxies when the
policy was first introduced. Attracting and retaining the right talent
in the countries where we operate is a significant challenge and we
believe the current approach of granting a mix of performance shares
with demanding performance conditions and restricted shares with
a financial underpin remains appropriate and critical to our talent
agenda. We also note that the annual award levels are not excessive,
with grants to the executive directors to date lower than the normal
maximum award level provided for in the policy.
Board chair fee
During the year, our committee reviewed the Board chair’s fee. This
was set at the point of our IPO in line with the base directors’ fee, with a
non-cash benefit of a car plus driver when in the UK. We considered it
timely to review these arrangements with a view to moving to a more
market-aligned fee structure for the role. As a result, we consolidated
the Board chair’s car and driver benefit into the fee and increased the
fee to £300,000 per year effective from 1 November 2021. This also
reflects the time commitment and responsibilities of the role, as well
as competitive fee levels for chairs of comparable organisations.
Going forward the chair will reimburse the company the actual cost
of a company-provided company car out of his fee.
Applying the proposed policy in 2022/23
Salaries for the CEO and the CFO will be increased by 5% which
compares to a planned workforce increase of slightly above 7%.
Maximum bonus opportunity is capped at 200% of base salary under
the proposed policy. The 2022/23 target bonus will be set at 75% of
base salary for the CEO and 70% of salary for the CFO, with maximum
bonuses of 150% and 140% of salary respectively. In line with the
proposed policy, one third of any bonus will be deferred into shares
for two years. It is intended that metrics and weightings remain
unchanged from last year, with 80% based on financial metrics (net
revenue, underlying EBITDA and operating free cash flow) and 20%
non-financial. Within the Non-Financial targets an ESG target has been
included for the first time, which is linked to the Company’s Strategy
and sustainability roadmap which was published in November 2021.
LTIP grants will consist of performance shares (with a maximum face
value of 90% of salary for the CEO and 75% of salary for the CFO),
and restricted stock units (with a face value of 40% of salary for the
CEO and 35% of salary for the CFO). We believe that a significant
proportion of pay should be tied to performance. We’ll continue to
set robust and challenging performance targets for both the bonus
and the performance shares component of the LTIP, with vesting of
restricted stock units dependent on the satisfaction of a financial
underpin. As in 2021/22, three performance conditions will apply
to the performance shares: relative TSR (20%), underlying EBITDA
(40%) and revenue (40%), with each measured over three years.
The underlying EBITDA and revenue targets will not be disclosed at
grant as they are currently considered to be commercially sensitive.
They will be disclosed when this changes – no later than the report for
the year in which the awards vest. The underpin applying to the grant
of restricted stock units will require a positive operating free cash flow
over the three financial years ending the year before the units vest.
130 Airtel Africa plc Annual Report and Accounts 2022
Governance reportRemuneration Committee
• 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 targets are appropriate, geared to delivering our strategy
and enhancing shareholder value
• Makes sure 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
Shareholder consultation
We consulted with major shareholders and leading representative
bodies on:
• Raghu Mandava’s leaver terms and the packages for the new CEO
and CFO
• Changes to the remuneration policy which will be put to a binding
vote at the forthcoming AGM
The Committee welcomes feedback from shareholders and carefully
considered this in determining the remuneration policy. The majority
of shareholders who expressed a view on the proposed policy
changes were broadly supportive. The feedback we received helped
to shape our final proposals.
Engaging with employees
The reports on pages 26 and 116 explains our work on diversity and
the various ways in which management engaged with employees
during the year. While our committee doesn’t directly consult
employees on executive remuneration, in our regular town halls
a wide range of topics were discussed with our CEO, including
employee remuneration. From next year, a non-executive director
will be invited to join these meetings.
Main activities in 2021/22
During the financial year, the committee:
• Agreed annual salary increases and reviewed senior executive
remuneration
• Implemented and made awards under our share plans
• Determined the level of bonus payments for the previous
financial year
• Determined the leaving arrangements for the former CEO based
on a performance assessment
• Set the starting salaries and levels of remuneration for the new
CEO and CFO
• Drafted and agreed the directors’ remuneration report
• Received training in key areas of the UK Corporate Governance
Code and The Investment Association’s guidance
• Received regular updates on latest investor thinking and emerging
and future remuneration trends, including the expected impact of
ESG trends on remuneration
Airtel Africa plc Annual Report and Accounts 2022
131
Governance reportDirectors’ remuneration report continued
Summary of remuneration
FY21/22 peformance
Net revenue
+24.1%
$4,042m
Underlying EBITDA
Operating free cash flow
+31.2%
$2,293m
+44.4%
$1,637m
Annual bonus outcomes
All amounts are in $million
Net revenue
Underlying EBITDA
Operating free cash flow
Non-financials CEO
Details on page 140
Non-financials CFO
Details on page 140
Bonus outcomes as % of maximum
Segun Ogunsaya
Long-term incentive plan
Weighting
Threshold
3,823
2,121
1,421
35%
35%
10%
20%
20%
Target
3,921
2,187
1,487
Jaideep Paul
100%
Maximum
Outcome
3,921
2,258
1,558
35%
35%
35%
20%
20%
100%
Both our new CEO and CFO joined the Board during the year, with a
legacy award vesting to the CFO.
See pages 142 and 143 for details of their legacy LTIP awards and
arrangements for the retiring CEO.
Single figure of remuneration
Segun Ogunsaya
Reflects the period from joining the Board
Jaideep Paul
$1,404
$1,589
Link between remuneration and business strategy – metrics for 2022/23
Annual bonus
Long-term incentive plan
Measure
Weighting Why chosen
Measure
Weighting Why chosen
Net revenue
35%
Underlying EBITDA 35%
Operating free
cash flow
10%
Non-financials
20%
Key indicator of our growth, market
penetration and customer retention
Measure of our profitability and
cash-generating ability from year
to year
Measure of the underlying profitability
from our operations, as well as our
ability to service debt and other
capital commitments
Indicator of the performance of the
organisation in key non-financial
areas. For 2022, the non-financial
measures relate to ESG and
regulatory objectives
TSR, relative to a
peer group of
competitors1
20%
Net revenue
40%
Underlying EBITDA 40%
Operating free
cash flow
RSU
underpin
Measures the total returns to our
shareholders, providing close
alignment with shareholders interest
A key indicator of long-term growth
in the market, highlighting the
importance of sustained performance
Measure of the underlying profitability
from our operations, as well as our
ability to service debt and other capital
commitments, highlighting the
importance of sustained performance
Measure of the underlying profitability
from our operations, as well as our
ability to service debt and other
capital commitments
1 For grants in 2022, we intend to use a peer group of international emerging market communication services organisations (MSCI Emerging Markets Communication
Services Index constituents).
132 Airtel Africa plc Annual Report and Accounts 2022
Governance reportSummary of remuneration
Proposed remuneration structure for 2022/23
Component
Purpose and link to strategy
22/23 23/24 24/25 25/26 26/27 27/28
Deferral period
Base salary
Benefits
(including
pension)
Annual bonus
To recruit and reward
executive directors of a
suitable calibre for the role
To provide market
competitive benefits
To incentivise and reward
annual performance
achievements. To also
provide sustained alignment
with shareholders through
a component deferred
in shares
Long-term
incentive plan
– PSUs
Long-term
incentive plan
– RSUs
To incentivise and reward the
delivery of the company’s
strategic objectives and
provide further alignment
with shareholders through
the use of shares
Shareholding
requirement
To further align the interests
of executive directors with
those of shareholders
Proposed policy
changes
No change
Proposed implementation
for 2022
CEO: $960,750
CFO: $612,150
Minor updates to
reflect CEO
pension
Benefits in line with
policy
Deferral of 1/3rd of
any bonus
CEO: 140% of salary
maximum
CFO: 150% of salary
maximum:
Metrics1: Net revenue,
underlying EBITDA,
Operating free cash
flow, non-financial
1/3rd deferred
CEO grant: 90% of
salary in PSP and 40%
of salary in RSUs
CFO grant: 75% of
salary in PSP and 35%
of salary in RSUs
Metrics: TSR relative
to a peer group of
competitors, Net
Revenue, underlying
EBITDA
RSU underpin:
Operating free cash flow
CEO: 250% of salary
CFO: 200% of salary
Holding period
No change
CFO – 200% of
salary (CEO
remains
unchanged)
Post-cessation
shareholding
requirements
formalised
1 The target ranges are considered by the committee to be commercially sensitive and will be disclosed in the 2022/23 directors’ remuneration report
Airtel Africa plc Annual Report and Accounts 2022
133
Governance reportDirectors’ remuneration report continued
Part 2
Directors’ remuneration policy
This sets out the proposed policy which will be submitted for approval
in a binding vote at the 2022 AGM to be held on Tuesday 28 June
2022. The policy approved at the 2020 AGM can be found on our
website: www.airtel.africa.
We developed the proposed policy taking into account the principles
of the UK Corporate Governance Code and the views of our major
shareholders. The 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 good practice and the interests of our
shareholders.
The proposed policy differs from the current shareholder approved
policy in the following key areas:
• The annual bonus deferral mechanism has been strengthened so
that one-third of any bonus must be deferred in shares (in line with
current practice).
• The benefits wording is updated to make specific provisions for the
legacy pension arrangement of the CEO, which is 10% of salary in
line with statutory requirements for employees in his home country
of Nigeria.
• Following the appointment of the CFO to the Board and recognising
that he receives a lower LTI award than the CEO, his share
ownership requirement is set at 200% of his salary.
• The wording of the policy now reflects the post-cessation
shareholding requirement introduced last year.
There are other minor wording changes to make sure the policy is clear
and easily understood.
Key principles of our remuneration policy
Our committee took into account the UK Corporate Governance
Code’s six factors in Provision 40 in determining the proposed
remuneration policy. We believe the policy addresses these factors:
• Clarity: the structure of remuneration is designed to support our
company strategy, aligning the interests of our executive directors
with those of our shareholders.
• Simplicity: We operate a simple remuneration framework,
comprising fixed pay, short- and long-term incentives. The use of
both performance and restricted shares may add a little complexity,
but this is appropriate and critical to our talent agenda for the
markets in which we operate.
• Proportionality: remuneration is set at competitive levels to ensure
our ability to attract and retain premium talent. There is a direct link
between the success of the strategy and the value received by
executive directors.
• Alignment to culture: the remuneration approach supports our
strategy objectives and reflects the diversity of our business.
The structure of the package, and benefits in particular, reflects
local practices and employment conditions in the countries in
which executive directors are based and/or recruited from.
• Predictability: a significant proportion of executive directors’
remuneration should be performance-based. The policy sets out
the possible future value of remuneration executive directors
can receive.
• Risk: The package is appropriately balanced between the
achievement of short-term and longer-term objectives and does not
reward poor performance or encourage inappropriate risk-taking.
Executive directors’ remuneration policy table
Base salary
Purpose and link
to strategy
To recruit and reward
executive directors
of a suitable calibre
for the role and
duties required
How we assess performance
Normally reviewed annually by committee, taking account of
company and individual performance, changes in responsibility
and levels of increase for the broader employee population.
Reference is also made to market levels in companies of similar size
and complexity.
We consider the impact of any base salary increase on the total
remuneration package.
Salaries (and other elements of the remuneration package)
may be paid in different currencies as appropriate to reflect the
geographic location.
Benefits and
pension
To provides market
competitive benefits
Benefits for executive directors will typically reflect their country
of residence.
Where an executive director receives an expatriate package,
additional cash benefits may be provided. Expatriate benefits may
include housing allowance, education allowance and home leave
tickets. Car allowances, life and medical insurance may also be
provided. Statutory benefits as required under local law of the
host country will also be paid.
Pensions may be provided where this is in line with the workforce
provision and statutory requirements in the executive’s home
location.
We may also equalise for double taxation between the required
work location and the executive’s country of residence, if required.
134 Airtel Africa plc Annual Report and Accounts 2022
Maximum opportunity
There is no prescribed
maximum salary or annual
increase.
However, increases will
generally be guided by
increases for the broader
employee population.
Increases above this level
may be made in specific
situations to recognise
development in the role,
changes responsibility,
material changes to the
business or exceptional
company performance.
Maximum values are
determined by reference
to market practice,
avoiding paying more
than is necessary. Where
pension is offered, this will
be in line with statutory
requirements in the
executive’s home location
and in line with the
wider workforce for
that location.
Governance reportBonus plan
Purpose and link
to strategy
To incentivise and
reward annual
performance
achievements.
To also provide
sustained alignment
with shareholders
through a component
deferred in shares
Long-term
incentive plan
(LTIP)
To incentivise and
reward the delivery
of the company’s
strategic objectives
and provide further
alignment with
shareholders through
the use of shares
Part 2
How we assess performance
Awards are based on annual performance against a scorecard of
metrics aligned with our strategy, KPIs and other yearly goals.
Financial measures have the highest weighting. Performance
against strategic financial and non-financial objectives may also be
used, but will not normally account for more than 20% of the total.
The policy gives the committee the authority to select suitable
performance metrics aligned to our strategy and shareholders’
interests, and to assess the performance outcome.
One-third of any bonus is normally delivered in shares deferred for
a further two years. Any dividend equivalents accruing on shares
between the date when the awards were granted and when the
awards vest will normally be delivered in shares.
Malus and clawback provisions apply to both the cash and share-
based element of awards for a period of two years from the date of
payment (cash) or date of release (shares) if there is:
• Misstatement of company’s accounts
• An error in calculation performance
• Gross misconduct resulting in dismissal
• Material failure in risk management
• Reputational damage
• Material downturn in financial performance
• Any other event or events that the committee considers to be
both exceptional and sufficiently adverse to the interests of
the company
Awards may comprise performance shares (PSP) and/or restricted
stock units (RSUs). Individuals are considered each year for an
award of shares that normally vest after three years to the extent
that any performance conditions are met and in line with the terms
of the shareholder-approved plan.
PSP awards are made subject to continued employment and the
satisfaction of stretching performance conditions normally
measured over three years set by the committee before each grant.
The committee will have discretion to change the metrics and
weighting from year to year. Major shareholders will normally be
consulted before any significant changes.
Awards of RSUs depend on continued employment and a financial
underpin set by the committee before each grant. Awards granted
in 2022 will require positive operating free cash flow over three
financial years.
The LTIP vesting outcome can be reduced, if necessary, to reflect
the underlying or general performance of Airtel Africa.
A two-year post-vesting holding period also normally applies to
LTIP awards that vest (net of tax) after the adoption of this policy.
Any dividend equivalents will normally be delivered at the end of
the vesting period in shares based on the proportion of the award
that vests.
Malus and clawback provisions apply to awards made for three
years from the date on which the award vest when there has been:
• A misstatement of the company’s accounts
• An error in calculating performance
• Gross misconduct resulting in dismissal
• Material failure in risk management
• Reputational damage
• Material downturn in financial performance
• Any other event or events that the committee considers to be
both exceptional and sufficiently adverse to the interests of
the company
Maximum opportunity
The maximum annual
bonus is 200% of
base salary.
The committee will use
its discretion within
these limits to consider
the maximum bonus
opportunity each year,
taking account of
market development
opportunities, specific
events and role expansion.
For 2022/23, the CEO’s
maximum bonus
opportunity will be set at
150% of his base salary
and the CFO’s will be
140% of his base salary.
Threshold performance
results in a payment of
30% of maximum.
Dividend or dividend
equivalents may be
earned on the deferred
bonus component.
The maximum annual
grant limit is 200% of
base salary (face value of
shares at grant), of which
normally not more than
50% of annual salary
may be granted as RSUs
to any one person in a
single year.
PSP awards with a face
value of 100% of salary
and RSUs with a face
value of 50% of salary
may normally be awarded.
A maximum of 25% of the
PSP award is available for
threshold performance,
rising to 100% of the
grant for performance
at the stretch level.
In accordance with the
LTIP plan rules, dividend
or dividend equivalents
may be earned on
vested shares.
Airtel Africa plc Annual Report and Accounts 2022
135
Governance reportDirectors’ remuneration report continued
Share ownership
policy
Purpose and link
to strategy
To further align the
interests of executive
directors with those
of shareholders
Part 2
Maximum opportunity
Not applicable
How we assess performance
In-employment
The CEO is expected to build up and retain shares worth 250%
of base salary within five years of being appointed to the Board.
Other executive directors are expected to build up and retain shares
worth 200% of base salary within the same timescale.
Post-employment
Executive directors are required to retain shares equal in value to
the lower of their holding on the date of cessation or 50% of their
in-employment requirement for two years. Only shares acquired from
LTIP and deferred bonus awards granted after their appointment to
the Board will count towards this requirement.
Discretion in operating the incentive plans
To make sure these plans are operated and administered efficiently,
the committee has discretion in relation to a number of areas.
Consistent with the marketplace, these include (but are not limited to):
and financial health. Executive directors and members of our senior
management team are also assessed on personal objectives, as
agreed by our committee at the start of each year. The committee
reviews and adapts the objectives each year as appropriate to reflect
the priorities for the business in the year ahead.
• Selecting the participants
• The timing of grant and/or payment
• The size of grants and/or payments (within the limits set out in the
policy table)
• The extent and timing of vesting based on the assessment
of performance
• Determining a ‘good leaver’ and, where relevant, the extent of
vesting for share-based plans
• Treatment in exceptional circumstances such as change of control,
when the committee would act in the best interests of our business
and its shareholders
• Making the adjustments required in certain circumstances
(such as right issues, corporate restructuring, variation of capital
and special dividends)
• The form of settlement of awards in accordance with the discretions
set out in the plan rules
• The annual review of performance measures, weightings and
targets for the discretionary incentive plans from year to year
• The interpretation and operation of requirements related to the
holding of shares in Airtel Africa
The committee has the right to amend or substitute any performance
conditions if something occurs that would stop the condition from
achieving its original purpose. Any amended condition would not be
materially easier to satisfy in the circumstances.
Choice of performance measures and approach to
target setting
Targets for each year’s annual incentive and long-term incentive
award are determined by the committee, taking a range of factors
into account. Financial goals include the annual budget, the relevant
three-year strategic plan, analysts’ consensus factors, wider economic
facts and affordability for the business. Non-financial goals reflect the
priorities of our business and responsibilities of the role.
The annual bonus is based on performance against a stretching
combination of financial and non-financial performance measures
aligned with our KPIs and operational goals for the year. As such, they
typically include measures of revenue, profitability and cash flow, which
reflect our focus on profitable growth, cash generation and satisfying
our debt and other capital commitments. For 2022/23 these will
comprise net revenue (40%), underlying EBITDA (40%) and non-
financial objectives (20%)as key indicators of our growth, profitability
The committee sets a sliding scale of targets for each financial
measure to encourage continuous improvement and to stretch
performance. The policy gives the committee the authority to
select suitable performance metrics aligned to our strategy and
shareholder interest.
The performance conditions for the PSP in 2022/23 are based on
relative TSR against the MSCI Emerging Markets Communication
Services Index (20%), net revenue (40%) and underlying EBITDA
(40%). The underpin for grants of RSUs will be based on operating
free cash flow. These measures are key indicators of our growth,
financial health and are aligned with our shareholders’ interests.
The committee sets a sliding scale of challenging performance
targets for each measure for the PSP – for more on these targets,
see page 141. The committee reviews the choice of performance
measures and the appropriateness of the performance targets and
TSR peer group before each PSP grant. While different performance
measures and/or weightings may be applied for future awards, the
committee will consult with major shareholders before making any
significant changes.
Legacy arrangements
Airtel Africa has the authority to honour any commitments entered
into with current or former directors before this policy is approved or
before their appointment to the Board. Details of any such payments
will be set out in the remuneration report for the relevant year.
Executive directors’ existing service contracts
Our executive directors have entered into agreements with an
indefinite term that may be terminated by either party on six months’
written notice in the case of Segun, and on three months’ written
notice in the case of Jaideep. At the committee’s discretion, we
may make a payment in lieu of notice – this is calculated relative to
base salary and benefits only, paid on a phased basis and subject
to mitigation.
Entitlement to both annual bonus and LTIP awards will typically lapse
on cessation. In good leaver circumstances pro-rata bonuses may
be paid and LTIP awards may vest in line with our policy and the plan
rules. If a director commits an act of gross misconduct or similar, they
may be dismissed without notice and without further payment or
compensation, except for sums accrued up to the leaving date.
Name of director
Date of service contract
Unexpired term
Segun Ogunsanya
1 October 2021
Jaideep Paul
1 June 2021
Rolling contract
Rolling contract
136 Airtel Africa plc Annual Report and Accounts 2022
Governance reportPart 2
Approach to remuneration for new executive directors
The remuneration package for a newly appointed executive director
will be set in line with the remuneration policy in force at the time.
Variable remuneration will be determined in the same way as for
existing executive directors, and is subject to the maximum limits
on variable pay referred to in the policy table on page 135.
The committee may also buy out any remuneration and contract
features that an executive director may be giving up in order to join
Airtel Africa. Such buyouts would take into account the nature of
awards forfeited and would reflect (as far as possible) performance
conditions, the value foregone and the time over which they would
have vested or been paid. Where shares are used, these awards may
be made under the terms of the LTIP or under a separate arrangement
as permitted under UK Listing Rules.
The committee may agree that certain relocation, legal, tax
equalisation and other incidental expenses will be met as appropriate.
For an internal appointment, any legacy arrangements related to the
previous role will be allowed to pay out as per their original terms, even
if these are in conflict with the policy in place at the time.
Service contracts for new executive directors and policy on loss of office
Contracts for new executive directors will normally include up to six months’ notice by either party. This table summarises how the main elements
of pay will normally be treated.
Good leaver
Other leavers
Dismissal for cause
Base salary
Benefits and pension
Annual bonus
Payable for unexpired portion of notice period or settled by making a cash
payment in lieu
Continues to be provided for unexpired portion of notice period or settled
in cash
Nil
Nil
Paid for period worked and subject to the normal performance conditions
Paid following the relevant year end in cash
Normally lapse
Lapse
Deferred bonus awards
Typically vest on normal timetable without pro-rating for time
Share-based awards
Typically vest according to normal schedule subject to performance
conditions (if applicable) and usually pro-rated for time
Normally lapse
Normally lapse
Lapse
Lapse
The committee would try to mitigate any payments in lieu of notice by, for example, making payments in instalments that can be reduced or
ended if the former director wants to begin alternative employment during the payment period. We will pay as necessary any statutory
entitlements or sums to settle or compromise claims in connection with a termination (including, at the discretion of the committee,
reimbursement for legal advice and provision of outplacement services).
On a change of control of Airtel Africa, outstanding awards will normally vest early to the extent that the performance conditions have been
satisfied. Awards would normally be reduced pro-rata to reflect the time between the grant date and the date of the corporate event.
If there is a demerger, special dividend or other event the committee thinks may affect the current or future value of shares, they may decide that
awards will vest on the same basis as on a change of control. If there is an internal corporate reorganisation, awards will be replaced by equivalent
new awards over shares in a new holding company, unless the committee decides that awards should vest on the same basis on a change of
control.
Remuneration scenarios at different performance levels
These charts illustrate the total potential remuneration for the CEO and CFO at three performance levels.
Remuneration scenarios ($000)
Fixed pay
Annual bonus
Long-term incentives
$2,992
29%
24%
47%
$1,411
100%
$4,101
31%
35%
34%
Minimum
Target
Maximum
$4,726
40%
30%
30%
Max with 50%
share price
growth for LTI
$769
100%
Minimum
$1,664
28%
26%
46%
Target
$2,299
30%
37%
33%
Maximum
$2,636
38%
33%
29%
Max with 50%
share price
growth for LTI
Chief Executive Officer
Chief Financial Officer
1 Assumptions:
Minimum = fixed pay only (salary + benefits + pension)
On-target = 50% vesting of maximum bonus and 55% for PSP awards and 100% for RSUs
Maximum = 100% vesting of maximum bonus and LTIP awards
2 Salary levels (on which other elements of the package are calculated) are based on those applying on 1 April 2022
3 Benefit values exclude the costs of business travel and accommodation
4 To reflect the impact of a share price increase between award and vesting, the LTIP value in the maximum column has been increased by 50% in the Max with 50% share
price growth column
Airtel Africa plc Annual Report and Accounts 2022
137
Governance reportDirectors’ remuneration report continued
Part 2
Remuneration policy for non-executive directors
Element
Purpose and link to strategy
Operation
Non-executive
Board chair fees
To attract and retain high-calibre
chairs with the necessary
experience and skills. To provide
fees that reflect the time
commitment and responsibilities
of the role.
Other non-
executive fees
To attract and retain high-calibre
non-executive directors with the
necessary experience and skills.
To provide fees that reflect
the time commitment and
responsibilities of the role.
The chair receives an annual fee, plus a fee
for chairing the Nominations Committee.
We may also pay fees reflecting additional
time commitments or time required to travel
to Board meetings.
The chair may also be provided with a
company car as long as he meets the full
cost of this benefit out of his fee.
Non-executive directors are paid a basic fee.
We may also pay additional fees to reflect
extra responsibilities or time commitments,
for example, for Board committee chairs,
senior independent directors or designated
non-executive directors, or time required to
travel to Board meetings.
Maximum opportunity
The committee reviews chair’s fee
periodically.
While there is no maximum fee level,
we set fees by reference to market
data for companies of similar size
and complexity.
Non-executive directors’ fees are
reviewed periodically by the chair and
executive directors.
While there is no maximum fee level,
fees are set by reference to market
data for companies of similar size
and complexity.
Broader employee context
The committee considers executive remuneration in the context of our
wider employee population. Remuneration for executive directors is
more weighted towards variable pay than for other employees so that
more of their pay is conditional on the successful delivery of business
strategy. Our aim is to create a clear link between the value created for
shareholders and the remuneration of our executive directors.
Given the diverse spread of geographical locations in which Airtel
Africa operates, employees are not directly consulted on directors’
remuneration. However, employees do have the opportunity through
employee surveys and other forms of engagement to express their
views on remuneration arrangements – and these are shared with
senior management and the Board as appropriate. The chair also
attends the annual Conclave meeting and joins town halls when
visiting operations across the Airtel Africa geography. The Board
also has the opportunity to interact with employees through visits
to countries as part of the Board meeting programme.
We may reimburse the reasonable expenses of directors that relate to
their duties for Airtel Africa (including tax if applicable). We may also
provide advice and assistance with directors’ tax returns where these
are affected by their duties on our behalf.
All non-executive directors have letters of appointment for an initial
period of three years. In keeping with best practice, non-executive
directors are subject to re-election each year at our AGM. The chair’s
appointment may be terminated be either party with six months’
notice, and the appointments of the other non-executive directors
may be terminated by either party with one month’s notice. Either
appointment can also be terminated at any time if the director is
removed by resolution at an AGM or pursuant to the Articles.
Directors’ letters of appointment are available for inspection during
normal business hours at our registered office and also at our yearly
AGM. All directors have been appointed for a fixed term ending on the
date of our 2022 AGM and will be renewed for a further three years,
with the exception of Kelly Bayer Rosmarin and Tsega Gebreyes
who have letter of appointment end dates of 27 October 2023 and
12 October 2024 respectively reflecting their date of appointment to
the Board.
Shareholder context
The committee considers the views of shareholders when reviewing
the remuneration of executive directors and other senior executives.
We consult directly with major shareholders about any material
changes to the policy and work with shareholders to understand
any concerns. For example, the committee consulted on major
changes during the development of this proposed policy.
138 Airtel Africa plc Annual Report and Accounts 2022
Governance reportAnnual Report on Remuneration
This report has been prepared by the committee and approved by our Board. As stipulated by UK regulations, Deloitte LLP have independently
audited these items:
Part 3
• Executive directors’ and non-executive directors’ remuneration and associated footnotes on page 144
• The table of share awards granted to executive directors and associated footnotes on page 141
• The statement of directors’ shareholdings and share interests on page 147
2021/22 remuneration of directors (audited)
This table sets out the total remuneration for the executive directors for the year ended 31 March 2022.
All amounts are in $’000
Segun Ogunsanya1
Jaideep Paul2
Raghunath Mandava3
Base salary
Benefits4
Pension
contribution5
2021/22
2020/21
2021/22
2020/21
2021/22
2020/21
$458
N/A
$486
N/A
$450
$888
$214
N/A
$165
N/A
$89
$168
$46
N/A
–
N/A
–
–
Annual
bonus
$686
N/A
$680
N/A
$675
$1,317
Notes
1 From the date of joining the Board on 1 October 2021
2 From the date of joining the Board on 1 June 2021
3 Until the date of stepping down from the Board on 30 September 2021
LTIP6
Other7
Total fixed
–
N/A
–
N/A
$718
N/A
$651
N/A
Total
variable
Total
$686
$1,404
N/A
N/A
$938
$1,589
N/A
N/A
$1,296
$539
$2,946
$3,484
$675
$1,056
$2,586
$3,642
–
N/A
$258
N/A
$975
$594
4 Segun’s benefits included expatriate benefits of: housing of $123, car benefit value of $51, one-off relocation costs of $35 and insurance costs of $5
Jaideep Paul’s benefits included expatriate benefits of: housing of $54, car of $49, one-off relocation costs of $35, home leave tickets entitlement of $22 and insurance
costs of $5
Raghu Mandava’s benefits included expatriate benefits of: housing allowance of $30 (2020/21: $62), home leave tickets entitlement of $12 (2020/21: $0), education
allowance of $17 (2020/21: $35) and car allowance of $29 (2020/21: $56). The benefits provided are in accordance with contractual entitlements which are in line with
local market practice
5 Only Segun Ogunsanya receives a pension contribution of 10% of his salary – this is in accordance with his legacy arrangements which reflect statutory requirements for
employees in his home location of Nigeria
6 For Jaideep Paul, the TSR element of the 2019 LTIP will not be finalised until July 2022. An estimate of this vesting level as been included and will be reinstated for the final
outcome next year. In line with the regulations, the 2021/22 LTIP value for Jaideep Paul has been estimated based on the average price of Airtel Africa shares between
1 January 2022 and 31 March 2022. This will be restated based on the actual value at vesting in July 2022 in the 2022/23 accounts. For 2021/22, the total value
estimated attributable to share price appreciation is $124
The LTIP shown for Raghu Mandava for 2021/22 reflects the 2019 and 2020 LTIP awards which vested on date of cessation. The total value attributable to share price
appreciation for all awards shown is $355. See page 143 for more details of the awards. Raghu also had share options connected to the IPO with the final tranche
pro-rated to date of cessation. The regulations do not require details of these awards to be included on vesting. For information, the gain of the final pro-rated tranche,
had it been exercised on date of departure, would have been $191. The 2020/21 LTIP value has been restated for the vesting of the replacement stock awards PSU -TSR
element which vested at 50% of maximum at a value of $13. Details of this tranche can be found on page 142. The total value shown in last year’s report was calculated
with an assumed share price of $1.09. The actual share price at vesting was $1.13, and the table has been updated to reflect this change. The estimated value of the
award was $565; the actual value was $594 (increase of $29). The total value of this award attributable to share price appreciation was $62
7 For Raghu Mandava 2020/21 ‘Other’ relates to the final tranche of the one-off deferred cash plan of up to $750 which was in place before our IPO and disclosed in the
prospectus. Two-thirds of the deferred cash plan was dependent on relative TSR over one year (30% of this element), 2020/21 net revenue (35%) and underlying EBITDA
(35%), and one-third was dependent on service conditions. The TSR performance condition was measured at the end of May 2021. Performance against this measure
and the value of that element of the award vested at 50% of maximum ($75). Details of the targets can be found on page 143. The 2020/21 figure is restated from $600
to $675 to reflect this vesting. ‘Other’ for 2021/22 includes the payment of the second tranche of the exceptional turnaround bonus, which was put in place prior to the
IPO and disclosed in the Prospectus and the 2019/20 annual report The value of this second tranche is $1m. This was paid in May 2021, in line with the normal vesting
date of the award. He was also paid $296 for untaken holiday since his appointment as CEO
Annual bonus
In a challenging year Airtel Africa delivered an exceptional performance, exceeding all key financial metrics. Revenue growth in both constant
and current currency grew double digit, recording the highest growth across the last five years. Underlying EBITDA grew by 31.2%, expanding
the margin by 290 bps and operational free cash flow grew by 44.4%. The performance was broad-based across voice, data and Airtel Money.
Performance was equally strong across all the key operational KPIs. Our customer numbers increased by 8.7% this year, contributing to an
increase of 24.1% in our underlying revenue. We are continuing to see the success of the rollout of our modernised 4G networks, with a 34.6%
increase in data revenues for the year and our focus on increasing our distribution and marketing network and the application of our mobile
money services through international partnerships has resulted in a 34.9% increase in Airtel Money revenues. Our Executive directors have
led our success in maintaining resilient services to support customers through the Covid-19 pandemic, in a year were we have focused on our
communities, customers and employees. In October 2021 the sustainability strategy was successfully launched, which is an important and key
step forward in our business. The Chief executive officers drove our key financial and operational targets whilst ensuring that we work with our
stakeholders to transform lives, invest in the future of our communities, including through our education partnership with UNICEF. The Chief
financial officer played a key role in the successful transition of our headquarters to Dubai, which was delivered on time and in budget.
Airtel Africa plc Annual Report and Accounts 2022
139
Governance report
Directors’ remuneration report continued
It is in this context that we have assessed the performance achieved against the incentive targets. The strong in-year performance resulted in
the stretch targets for the financial objectives being exceeded, with the personal objectives also being achieved in full. As a result, a bonus at
the maximum level have been awarded. For Segun and Jaideep, one-third will be deferred into shares for two years. In line with his leaver terms
outlined on page 129, Raghu’s bonus will be delivered fully in cash.
Part 3
2021/22 bonus outcomes (audited)
Weighted total
Outcomes (weighted % of maximum)
Segun Ogunsanya (weighted % of maximum)
Jaideep Paul (weighted % of maximum)
Raghunath Mandava (weighted % of maximum)
Bonus performance measures
Underlying
EBITDA
35%
35%
Operating
free cash flow
(OFCF)
10%
10%
Net revenue
35%
35%
Personal
20%
20%
20%
20%
Total
100%
100%
100%
100%
Financial objectives
Financial performance was assessed against the underlying net revenue, underlying EBITDA and operating free cash flow (OFCF) ranges set for
2021/22.
All amounts are in $million
Net revenue
EBITDA
OFCF
Weighting
(%)
Threshold
(30%)
40%
40%
20%
3,823
2,121
1,421
Target
(50%)
3,921
2,187
1,487
Maximum
(100%)
4,019
2,258
1,558
Actual
4,042
2,293
1,637
All targets and achievements are in constant currency as at 31 March 2021.
Personal objectives
Personal objectives for the executive directors during the year are as follows:
Airtel Money amounts are in $million
Weighting (%)
Target
Performance achieved
Segun
Ogunsanya
Delivery of AA Sustainability
and ESG strategy road map
10%
Board approval of strategy
and roadmap and judgement
on implementation
Exceeded expectations
through strong front line
leadership, mobilisation
and execution. Received
full endorsement
of Board
Outcome
(weighted % of
maximum)
10%
Compliance
10%
Jaideep Paul
Internal audit score for finance
10%
Threshold: 66
Target: 70
Maximum: 74
Threshold: 66
Target: 70
Maximum: 74
Project Airborne – moving our
headquarters to Dubai
10%
Relocate within Budget and
timeframes
Raghunath
Mandava
Delivery of AA Sustainability
and ESG strategy road map
10% Board sign off and publication of
the ESG strategy and roadmap
77.5
10%
86.9
10%
10%
10%
Executed ahead of plan
within budget with no
loss of business.
Stakeholders
expectations exceeded
Exceeded expectations
– strong leadership,
in development,
engagement and
delivery. Received full
endorsement of Board
Compliance
10%
Threshold: 66
Target: 70
Maximum: 74
77.5
10%
All targets and achievements are in constant currency as at 31 March 2021.
140 Airtel Africa plc Annual Report and Accounts 2022
Governance reportAnnual bonus awarded
Name
Segun Ogunsanya
Jaideep Paul
Raghunath Mandava1
Part 3
Awarded
in cash
$457,500
$453,444
$675,000
Awarded
in shares
$228,750
$226,722
Total
$686,250
$680,167
Nil
$675,000
1
In accordance with the policy as outlined on page 146, Raghu Mandava’s bonus is payable wholly in cash
Long-term incentive plan (LTIP) (audited)
LTIP awards granted in 2021/22
During the year, Segun Ogunsanya and Jaideep Paul were granted the following LTIP awards.
Type of award
Maximum
number of shares
Share price used
to determine
level of award1
Face value
Face value as a
% of salary
Segun Ogunsanya
2021 LTIP – PSU
735,268
$1.12
$823,500
Jaideep Paul
2021 LTIP – RSU
2021 LTIP – PSU
326,786
390,402
$1.12
$1.12
$366,000
$437,250
2021 LTIP – RSU
182,188
$1.12
$204,051
1 Average closing share price and FX rate for the three dealing days immediately prior to grant
90%
40%
75%
35%
Threshold
vesting
25%
100%
25%
100%
End of the
performance
period
31 March
2024
n/a
31 March
2024
n/a
RSUs may not vest unless operating free cash flow is positive over the three financial years ending the year before the RSUs vest.
The performance conditions for the PSUs are based on three performance measures – net revenue growth (40%), underlying EBITDA margin
(40%) and relative TSR (20%). Performance is measured over a three-year period, and this combination of measures helps to align the operation
of the LTIP with shareholders’ interests and our business strategy. Net revenue growth provides a key indicator of long-term growth achieved in
the market. Underlying EBITDA margin is a key indicator of long-term growth in profitability from our operations. Relative TSR measures the total
returns to our shareholders providing close alignment with shareholder interests.
Airtel Africa operates only in Africa. We have three main competitors, none of whom disclose targets in their annual remuneration reports. For
competitive and commercial reasons, the Board does not believe it would be in the interests of our shareholders to disclose our net revenue and
underlying EBITDA LTIP targets. The targets will be disclosed when they’re no longer considered commercially sensitive. This will be no later than
the year in which the awards vest. Our targets are based on the 2021/22 three-year plan and will require competitive market-leading growth in
net revenue at target with a 10% stretch up and down to threshold and maximum. The underlying EBIT from an already high competitive base
will be equally stretching, and both targets will be fully disclosed on vesting. On TSR against the MSCI Emerging Markets Communications
Service Index, threshold will vest at the 50th percentile with the maximum at the 75th percentile.
Targets applying to the 2021 performance share plan (PSP) awards
Metric
Weighting
Threshold (25%)
Target (50%)
Maximum (100%)
Net revenue (CAGR %)
Underlying EBITDA margin
Relative total shareholder return against MSCI
Emerging Markets Communications Service Index
40%
40%
3-year plan
minus 10%
Commercially
sensitive
Based on
3-year plan
Based on
3-year plan
3-year plan
plus 10%
Commercially
sensitive
20%
50th percentile
–
75th percentile
Airtel Africa plc Annual Report and Accounts 2022
141
Governance reportDirectors’ remuneration report continued
Part 3
Share awards vesting in relation to 2021/22
The CFO was granted an award on IPO, with the final tranche subject to performance measured to the end of 31 March 2022 against the
following conditions:
All amounts are in US$million
Metric
2019 LTIP awards –
PSP-financial
2019 LTIP awards –
PSP-TSR
Net revenue
Underlying EBITDA
Weighting by
tranche
50%
50%
Below
threshold
(0%)
<3,823
<2,121
Threshold
(25%)
3,823
2,121
Target
(50%)
3,921
2,187
Maximum
(100%)
4,019
2,258
Relative TSR (estimated)1
100%
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