MILLICOM INTERNATIONAL CELLULAR SA
For the period ended Dec 31, 2024. Filed Apr 8, 2025.
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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.
FY2024 · Filed Apr 8, 2025
Contents
Board Program
Summary of Board Activities in 2024
Immediately after the 2024 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 2024
| Board annual program | Focused actions |
|---|---|
| 1. Strategic review | Discussed, reviewed and approved the strategy |
| Oversaw progress in carving out the Lati tower infrastructure businesses | |
| Formed an Independent Committee that reviewed the tender offers submitted by Atlas | |
| Discussed with the Group Leadership Team industry and geographic trends and the operational and financial strategy for each country, with specific focus on Colombia, Panama 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 and regulatory climate on the business and strategy | |
| Reviewed and increased financial targets for 2024 | |
| Reviewed and approved spectrum acquisition. | |
| Discussed and approved the annual 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 Committee Chairs and members, formed an Independent Committee, and elected the Interim Chair of the Board as well as new members of the Board following resignations | |
| 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. HR, Organizational structure and corporate culture | Participated in performance reviews of the Group Leadership Team and of the management, and changes in organizational and reporting structures |
| Oversaw organizational and operational model changes, including the departure of the former CEO and Chair of the Board, the former CFO, the former President and COO as well as other former members of the Senior Leadership Team. | |
| Oversaw succession planning for the Group Leadership Team and the appointment of the current CEO and CFO | |
| Appointed the new CEO. | |
| 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 2024 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 capital allocation | Approved refinancing of Group and local bonds and loans to extend maturity and lower average cost of debt |
| Approved an interim dividend of USD1.- per share paid on January 10, 2025 | |
| Announced the intention to delist SDRs from Nasdaq Stockholm | |
| Approved the share repurchase plan; 2,983,320 shares were repurchased during 2024. | |
| 9. Portfolio management, including acquisitions and divestments | Discussed acquisition and disposal developments and opportunities with particular focus on monetization of tower infrastructure assets and executing the long-term partnership in Central America with SBA.Discussed and approved agreements for the potential combination of Telefonica Colombia (Coltel) and TigoUne in Colombia, as well as the combination of operations with Liberty in Costa Rica. |
|---|---|
| 10. Board performance self-evaluation | Completed an annual self-evaluation of combined Board performance and individual performances and reported to the Nomination Committee |
| 11. 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 Group Leadership 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 2024, the directors participated in a visit to Millicom’s operations in Panama to learn about the characteristics of the local market, meet with the general managers of all Tigo operations, 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.
The Board used a questionnaire to assess its performance during 2024 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. The Nomination Committee decided that it was not necessary to engage an international consultancy firm to assist in an assessment of the composition of the Board for the proposals to the AGM 2025.
Board Meetings/Attendance at Regularly Scheduled Meetings of the Board in the 2024 Financial Year
| Director | Meeting Attendance | % |
|---|---|---|
| Mr. Maxime Lombardini | 5 of 5 | 100 |
| Ms. Maria Teresa Arnal | 8 of 8 | 100 |
| Mr. Bruce Churchill | 8 of 8 | 100 |
| Mr. Tomas Eliasson | 8 of 8 | 100 |
| Ms. Justine Dimovic | 5 of 5 | 100 |
| Mr. Pierre-Emmanuel Durand | 2 of 2 | 100 |
| Mr. Jules Niel | 2 of 2 | 100 |
| Ms. Blanca Treviño de Vega | 8 of 8 | 100 |
| Attendance | 46 of 46 | 100 |
| Former Directors | ||
| Mr Mauricio Ramos | 6 of 6 | 100 |
| Ms. Pernille Erenbjerg | 3 of 3 | 100 |
| Mr. Michael Golan | 1 of 3 | 33 |
| Ms. Thomas Reynaud | 6 of 6 | 100 |
| Ms. Aude Durand | 5 of 6 | 83 |
| Overall attendance | 67 of 70 | 96 |
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