The Board is committed to the highest standards of corporate governance and sets the tone from the top with regard to values, purpose, culture and high standards of business conduct, which are emulated throughout the 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 2022, the Board confirms that the Company has applied the principles and complied with the provisions set out in the Code.
The Company has a governance framework that enables the Board to be effective in their decision-making, which is integral to ensuring the successful delivery of the Company’s strategy. The Board has delegated responsibility for certain matters in accordance with the Code to three Committees (Audit, Nomination and Remuneration).
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 2022 Annual Report.
The Board comprises the Chair, who was independent on appointment, five independent Non-Executive Directors (Sally Ashford, Alison Baker, Richard Byrne, Magnus Mandersson 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. Magnus Mandersson is the Senior Independent 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 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 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, Magnus Mandersson, 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.
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.
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:
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.