About us Where we work Solutions Partners Sustainability LSE: 170 GBp Media Investors Suppliers Contact us Careers ABOUT US Governance ABOUT US Overview Strategy Business model Why Africa? Our values and approach Board of Directors Senior Management Governance History Diversity and inclusion Corporate Governance The Board is committed to the highest standards of corporate governance. In compliance with the UK Corporate Governance Code, the Board has established three committees: an Audit Committee, a Nomination Committee and a Remuneration Committee. If the need should arise, the Board may set up additional committees as appropriate. The UK Corporate Governance Code recommends that at least half the board of directors of a UK-listed company, excluding the chair, should comprise non-executive directors determined by the Board to be independent in character and judgement and free from relationships or circumstances which may affect, or could appear to affect, the director’s judgement. Out of seven Directors, being the Board excluding the Chair, five are deemed independent (being Sally Ashford, Alison Baker, Richard Byrne, Magnus Mandersson, and Carole Wainaina). The Board consider Richard Byrne to be independent notwithstanding that he has been a director of Helios Towers Ltd. since 2010. The Chair has also been independent since Admission. The Board believes that the current Directors bring to the Company a desirable range of skills and experience in light of its challenges and opportunities following Admission, while at the same time ensuring that no individual (or small group of individuals) can dominate the Board’s decision making. The UK Corporate Governance Code recommends that the board of directors of a company with a premium listing on the Official List of the FCA should appoint one of the Independent Non-Executive Directors to be the Senior Independent Director to provide a sounding board for the chair and to serve as an intermediary for the other directors when necessary. Magnus Mandersson has been appointed as the Senior Independent Director. The UK Corporate Governance Code further recommends that directors should be subject to annual re-election. The Company intends to comply with this recommendation. Board comittees Audit Committee The Audit Committee assists the Board in discharging its responsibilities with regard to financial reporting, external and internal audits and controls, including reviewing and monitoring the integrity of the Group’s annual and interim financial statements, reviewing and monitoring the extent of the non-audit work undertaken by external auditors, advising on the appointment of external auditors, overseeing the Group’s relationship with its external auditors, reviewing the effectiveness of the external audit process, and reviewing the effectiveness of the Group’s internal control review function. The ultimate responsibility for reviewing and approving the annual report and accounts and the half-yearly reports remains with the Board. The Audit Committee will give due consideration to laws and regulations, the provisions of the UK Corporate Governance Code and the requirements of the Listing Rules. The UK Corporate Governance Code recommends that an audit committee comprise at least three members who are independent non-executive directors and includes one member with recent and relevant financial experience. The Audit Committee is chaired by Alison Baker and its other members are Magnus Mandersson, Richard Byrne and Carole Wainaina. The Directors consider that Alison Baker has recent and relevant experience. The Audit Committee will meet not less than three times a year. The Board considers that the Group complies with the requirements of the UK Corporate Governance Code in this respect. Nomination Committee Remuneration Committee Terms of Reference: Audit Committee Terms of Reference: Nomination Committee Terms of Reference: Remuneration Committee Terms of Reference: Disclosure Committee Division of Responsibilities between Chair, Chief Executive Officer and Senior Independent Director Tax Strategy Articles of Association Modern Slavery Statement Accessibility Legal Terms of Use Privacy and cookies Sitemap © 2021 Helios Towers plc By Emperor By continuing to browse this website you are agreeing to our use of cookies. View our website privacy policy (including cookie policy)