MILLICOM INTERNATIONAL CELLULAR SA
For the period ended Dec 31, 2023. Filed Mar 12, 2024.
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The yearly report of a company based outside the US. It covers much of what a 10-K does, and may follow accounting rules other than US ones.
FY2023 · Filed Mar 12, 2024
Contents
Board Program
Summary of Board Activities in 2023
Immediately after the 2023 AGM, the Board of Directors held a meeting during which it agreed on key governance matters, the calendar and an annual program consisting of specific areas of focus on which the Board has a role to oversee and advise the Company.
Specific projects and topics arise in the normal course of business and are added to the program of the Board; some of these are handled by specific Board committees.
Board program and Area of Focus in 2023
| Board annual program | Focused actions |
|---|---|
| 1. Strategic review | Discussed, reviewed and approved the strategy |
| Oversaw and approved the recapitalization of the Colombia business | |
| Oversaw progress in carving out the MFS and Lati tower infrastructure businesses | |
| Discussed with the Executive Team industry and geographic trends and the operational and financial strategy for each country, with specific focus on Colombia and Guatemala | |
| 2. Operating and financial performance review | Discussed priorities and challenges for each of the operations, including development of MFS, cable and mobile data businesses, efficiency measures and capital expenditure allocation |
| Monitored challenges, threats, opportunities and other consequences of the macroeconomic climate on the business and strategy | |
| Reviewed and approved spectrum acquisition, updated 2023 budget and discussed and approved the 2024 budget | |
| 3. Corporate governance, legal and compliance matters | Made revisions and updates to governance documents (Board and committee charters, procedural rules and instructions to the CEO as well as the authority matrix) |
| Elected the Deputy Chair and Committee Chairs and members, and elected the Interim Chair of the Board | |
| 4. ESG; sustainability and other external affairs related matters | Oversaw initiatives in implementation of the ESG strategy and progress toward sustainability targets |
| Reviewed the external affairs strategic framework and implementation activities | |
| Periodically reviewed the political situation by market, with a specific focus on election periods, international relations and advice on related risk management | |
| Reviewed regulatory and engagement challenges | |
| Reviewed climate-related risks and impact of the business on climate change | |
| 5. Organizational structure and corporate culture | Participated in performance reviews of the Executive Team and of the management, and changes in organizational and reporting structures |
| Oversaw organizational and operational model changes | |
| Oversaw succession planning for the Executive Team | |
| Reviewed cultural initiatives, including DE&I developments | |
| 6. External financial reporting and non-financial performance | Held periodic meetings with the external auditors to review the financial position and reviewed and approved related reporting |
| Reviewed quarterly earnings releases and 2023 interim consolidated financial statements | |
| Approved corporate finance strategy, including liability management initiatives to extend maturity and lower average cost of debt | |
| 7. Risk management | Participated in the annual risk reassessment and reviewed the key risks facing the Group and its approach to managing risks |
| Set the risk appetite of the Group | |
| 8. Capital structure and shareholder remuneration policy | Approved refinancing of Group and local bonds and loans to extend maturity and lower average cost of debt |
| Recommended the shareholder remuneration policy and approved the share repurchase plan; 282,724 shares were repurchased during 2023 | |
| 9. Portfolio management, including acquisitions and divestments | Discussed acquisition and disposal developments and opportunities with particular focus on carve-out and monetization of tower infrastructure assets |
| 10. Board performance self-evaluation | Completed an annual self-evaluation of combined Board performance and individual performances and reported to the Nomination Committee |
| 11. HR matters | Evaluated the performance and approved the compensation of the CEO |
| Oversaw succession planning for the Executive Team | |
| 12. Reports from committees | Regularly reviewed reports from Audit and Compliance Committee, and Compensation and Talent Committee on recent activities |
| Discussed Nomination Committee Director appointment proposals | |
Induction and Training
Millicom provides incoming Board members with information on their roles and responsibilities, the Board's operating procedures and Millicom’s business and industry. We provide access to governance documents, policies and procedures; meeting materials; and Company information through a secure online tool, in meetings set with the Executive Team, and through ongoing dissemination of information.
Millicom provides training on topics such as anti-bribery and corruption, ethics, independence and insider trading. In addition, the Board regularly receives detailed reports on specific areas that support Directors' understanding of Millicom’s business and operating environment.
In 2023 the Directors participated in a visit to Millicom’s operations in Guatemala to learn about the characteristics of the local market, see aspects of the business in operation, and interact with local management.
Board Effectiveness
The Board conducts an annual performance review process, wherein each Board member’s personal performance is also reviewed. This involves assessing Board and committee actions and activities against the Board’s mandate, as determined in the Board Charter, and the mandates of its various committees.
In 2023, the Board used a questionnaire to assess its performance against the Board's key duties, its composition and processes, and the performance of individual Board members. The results of the evaluation were presented to the Nomination Committee. In addition, the Nomination Committee continued the engagement with an international consultancy firm to assist in an assessment of the composition of the Board, now and for the future.
Board Meetings/Attendance at Regularly Scheduled Meetings of the Board in the 2023 Financial Year
| Director | Meeting Attendance | % |
|---|---|---|
| Mr. Mauricio Ramos | 10 of 10 | 100 |
| Ms. Pernille Erenbjerg | 8 of 10 | 80 |
| Ms. Maria Teresa Arnal | 6 of 6 | 100 |
| Mr. Bruce Churchill | 10 of 10 | 100 |
| Mr. Tomas Eliasson | 9 of 10 | 90 |
| Mr. Michael Golan | 5 of 6 | 83 |
| Mr. Nicolas Jaeger | 6 of 6 | 100 |
| Mr. Thomas Reynaud | 5 of 6 | 83 |
| Ms. Blanca Treviño de Vega | 6 of 6 | 100 |
| Attendance | 65 of 70 | 93 |
| Former Director (until August 2023) | ||
| Mr. José Antonio Ríos García | 8 of 8 | 100 |
| Former Directors (until May 2023) | ||
| Mr. Odilon Almeida | 4 of 4 | 100 |
| Mr. Lars-Johan Jarnheimer | 4 of 4 | 100 |
| Ms. Mercedes Johnson | 4 of 4 | 100 |
| Mr. James Thompson | 4 of 4 | 100 |
| Overall attendance | 89 of 94 | 95 |
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