Corporate Governance

The Board’s role is to promote the long-term success of the Company in line with its Sustainable Business Strategy and in accordance with regulatory and corporate governance requirements. It sets the Company’s culture, purpose and values, which are embedded across the Group and discussed by the Board on a regular basis. The Board also sets the tone from the top and promotes the ‘One Team, One Business’ ethos, which is championed by the Executive Committee and the wider Group.

The Board is supportive of and is committed to the Company’s compliance with the UK Corporate Governance Code 2018 (the “Code”). As of 31 December 2023, the Board confirms that the Company has applied the principles and complied with the provisions set out in the Code.

The Company has established a governance framework that facilitates effective decision-making and oversight by the Board and its Committees. The framework is commensurate with the highest standards of corporate governance and integral to the successful delivery of the Company’s strategy. The Board has delegated responsibility for certain matters in accordance with the Code to five Committees (Audit, Nomination, Remuneration, Sustainability and Technology).

s172(1) statements

The Companies (Miscellaneous Reporting) Regulations 2018 requires the Company to publish a statement explaining how the Board has complied with its duty to promote the success of the Company for the benefit of its members as a whole under Section 172(1) of the Companies Act 2006. In doing so, the Board must have regard to a number of key issues (among other matters) including the interests of the Company’s employees, its business relationships with customers, supplier partners and investors, and the impact of its operations on communities and the environment. The Group's s172(1) Statement can be found in the 2023 Annual Report.

Board Committees

The Board comprises the Chair, who was independent on appointment, four independent Non-Executive Directors (Sally Ashford, Alison Baker, Richard Byrne and Carole Wainaina) and two non-independent Non-Executive Directors (Temitope Lawani and Helis Zulijani-Boye).

The Board regards Richard Byrne as independent notwithstanding his membership as a Director of the Board since 2010, and considers his continued membership of the Board is in the best interests of the Company. Alison Baker is Senior Independant Director. In line with the Code all Directors stand for annual re-election.

The Audit Committee assists the Board in discharging its responsibilities with regard to financial reporting, external and internal audits and controls. This includes 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 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 Code and the requirements of the FCA’s Listing Rules. The 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 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 Code in this respect.

The Nomination Committee assists the Board in discharging its responsibilities relating to the composition and make-up of the Board and any committees of the Board. It is also responsible for periodically reviewing the Board’s structure and identifying potential candidates to be appointed as Directors or committee members as the need may arise. The Nomination Committee is responsible for evaluating the balance of skills, knowledge and experience, the size, structure and composition of the Board and committees of the Board, retirements and appointments of additional and replacement directors and committee members and will make appropriate recommendations to the Board on such matters. The Code recommends that a majority of the members of a nomination committee should be independent Non-Executive Directors. The Nomination Committee is chaired by Sir Samuel Jonah, and its other members are Sally Ashford, Temitope Lawani, and Carole Wainaina. The Nomination Committee will meet not less than twice a year. The Board considers that the Group complies with the requirements of the Code in this respect.

The Remuneration Committee assists the Board in determining its responsibilities in relation to remuneration. This includes making recommendations to the Board on the Company’s policy on executive remuneration, including setting the over-arching principles, parameters and governance framework of the Group’s remuneration policy and determining the individual remuneration and benefits package of each of the Company’s Executive Directors and certain senior executives. The Code recommends that a remuneration committee should comprise at least three members who are independent Non-Executive Directors and that the chair of the board should not be the chair of the Remuneration Committee. The Remuneration Committee is chaired by Richard Byrne and its other members are Sir Samuel Jonah, Sally Ashford and Alison Baker. The Board considers that the Group complies with the requirements of the Code in this respect.

The Sustainability Committee assists the Board in overseeing the implementation of the sustainable business strategy, monitoring the Group’s engagement with stakeholders and providing oversight of best practice and regulatory developments in corporate sustainability. This includes driving the sustainability agenda across the Group to ensure alignment with the Company’s Sustainable Business Strategy; monitoring the implementation of the Group’s policies and standards in relation to sustainability matters, and the Group’s engagement with its stakeholders on sustainable business matters; providing oversight of best practice and ongoing awareness of trends and regulatory developments in corporate sustainability, as they apply to the Group; providing information, advice and/or recommendations on sustainable business matters as relevant, to support the Board, Audit, Nomination, Remuneration and Technology Committees; and reviewing the appropriateness and adequacy of non-financial disclosures in the Company’s Annual Report and Financial Statements in relation to the Company’s Sustainable Business Strategy. The Sustainability Committee works closely with management to drive the continued success of the Company’s Sustainable Business Strategy across the Group and to ensure the Company’s compliance with evolving regulations. The Sustainability Committee is chaired by Carole Wainaina and its other members are Sally Ashford, Tom Greenwood and Manjit Dhillon. The Group Head of Sustainability is also a member of the committee. The Sustainability Committee meets as required and on a normal basis at least twice a year.

The Technology Committee assists the Board in monitoring and evaluating current and future trends in technology, the impact of technology developments on the Company, and the identification and management of key technology risks. This includes monitoring and evaluating power technology evolution; assessing how industry trends, developments and innovations in technology may impact the Company; ensuring that the new product portfolio is aligned to the Company’s strategy and customer requirements; providing recommendations to the Board with respect to technology related strategies, projects and investments that require Board approval; and providing assurance on the identification and management of key technology risks, and that business value is being delivered through the implementation of major technology change initiatives or new products. The members of the Technology Committee are Richard Byrne, Helis Zulijani-Boye, Tom Greenwood and Manjit Dhillon. Members of the Executive Committee, Sainesh Vallabh and Lara Coady, and the Director of Digital Network Solutions are also members of the committee. The Technology Committee meets as required and on a normal basis at least twice a year.

Governance documents related to the Board and the committees can be found in the documents library of this section.

Governing our Sustainable Business Model

Helios Towers is committed to upholding the highest standards of corporate governance and risk management. The Board has ultimate accountability for the Sustainable Business Strategy.

Anti-bribery and corruption

We operate in countries where there is an elevated risk of bribery and corruption. By the nature of our business, we work with a range of third parties and interact with government officials to obtain construction and operation permits. With this in mind, we have developed robust policies and procedures to ensure compliance with all relevant laws and regulations. Compliance programme monitoring activities are conducted in each of our operating companies at least twice a year.

We expect each of our employees to uphold our standards and we provide compliance training to all new starters, including an online anti-bribery training module. Periodic refresher courses are given to those in higher risk functions, including commercial, finance and supply chain. We operate a confidential reporting hotline, EthicsPoint, where anyone can raise concerns about actual or potential non-compliance.

Third-party accreditation

In order to ensure that all our business is conducted at the highest ethical and operational standards, we comply with globally recognised accreditation standards. We maintain third-party certification in four management systems relating to:

  • Quality Management
  • Environmental Management
  • Occupational Health & Safety Management
  • Anti-Bribery Management

Helios Towers’ certificates for the four management systems are provided below:

ISO 45001
ISO 9001
ISO 14001

Data privacy

Unlike MNOs, we do not have direct access to end consumers or their data. Our business is focused on building and maintaining communications network infrastructure and enabling connectivity.

In the course of our normal business operations, we need to store and use some personal data. This will include sensitive material such as medical histories, appraisals, salary details and other confidential information. Helios Towers and all of our operating companies comply with the General Data Protection Regulation (GDPR) and any equivalent legislation in other jurisdictions. This governs the type of material we store, how we use it, how long we keep it and the steps that we take to ensure its security.

Like any management policy, the effectiveness of anti-bribery measures needs to be continually assessed and developed. For instance, in 2018 we launched our enhanced compliance programme and in 2019 moved to formalise our anti-bribery measures through an ISO 37001 certification.

Our systems and processes were duly assessed by BSI to ISO standards, and all required activities – including our Code of Conduct, training, and employee communication – were shown to be operational and effective.

Every direct employee receives formal classroom training on what constitutes unacceptable behaviour shortly after commencing employment. Importantly, we have also given training to many of our partners; indeed, we have offered to help them gain their own certification.

We believe ISO 37001 sends an unambiguous signal to employees, suppliers, customers and investors alike about our zero-tolerance policy on bribery.