MILLICOM INTERNATIONAL CELLULAR SA
For the period ended Dec 31, 2025. Filed Mar 24, 2026.
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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.
FY2025 · Filed Mar 24, 2026
Contents
Board Program
Summary of Board Activities in 2025
Immediately after the 2025 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 2025
| Board annual program | Focused actions |
|---|---|
| 1. Strategic review | Discussed, reviewed and approved the strategy |
| Oversaw the completion of sale of the LATI operations and related assets (tower infrastructure) | |
| Discussed and approved agreements for the potential combination of Telefonica Colombia (Coltel) and TigoUne in Colombia and oversaw the progress of these transactions. | |
| Discussed, reviewed and approved the acquisition of Telefonica Ecuador, Telefonica Uruguay and Telefonica Chile | |
| Discussed with the Group Leadership Team industry and geographic trends and the operational and financial strategy for each country | |
| Discussed and approved the developments and conclusion of the DOJ investigation and the settlement with Telefonica regarding the termination of the acquisition of Telefonica's Costa Rica in 2020. | |
| Discussed and approved strategic contracts with suppliers. | |
| 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 approved the financial targets for 2025 | |
| Reviewed and approved spectrum acquisition | |
| Discussed and approved the annual budget | |
| 3. Corporate governance, legal and compliance matters | Approved and oversaw the delisting from Nasdaq Stockholm |
| Convened the AGM 2025 and made revisions and updates to governance structure (Board and committee charters, as well as the authority matrix). Merged the Nomination, Talent and Compensation Committee | |
| Elected the Committee Chairs and members | |
| 4. ESG; sustainability and other external affairs related matters | Oversaw initiatives in implementation of the ESG strategy and progress toward sustainability targets |
| Periodically reviewed the political situation by market, with a specific focus on election periods, international relations and advice on related risk management | |
| 5. HR, Organizational structure and corporate culture | Participated in review of the Group Leadership Team performance and their remuneration packages, as well as the General Managers of each operation (country). |
| Oversaw succession planning for the Group Leadership Team and the appointment of the GMs | |
| 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 interim consolidated financial statements | |
| 7. Risk management | Participated in the annual risk assessment 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 liability management plan and financing structure of M&A activities |
| Approved a new shareholder remuneration policy to resume regular cash dividends sustaining or growing cash dividends every year while maintaining a prudent capital structure and approved the following dividend distributions:1. interim dividend, of $0.75/share paid on 15 April 2025. 2. Dividend of $3.00 per share , payable in four equal quarterly installments: $0.75 per share on 15 July, 2025; $0.75 per share on 15 October, 2025: $0.75 per share on 15 January, 2026; and $0.75 per share on 15 April, 2026.3. interim dividend of $2.50 per share, payable in two equal installments of $1.25 per share, on October 15, 2025 and April 15, 2026. | |
| Approved the cancellation of treasury shares 3,096,305. As a result, the Company’s issued share capital was reduced to USD 253,500,000, represented by 169,000,000 shares. | |
| 9. Board performance self-evaluation | Completed an annual self-evaluation of combined Board performance and individual performances and reported to the Nomination Committee |
| 10. Reports from committees | Regularly reviewed reports from Audit and Compliance Committee, and Nomination, Talent and Compensation Committee on recent activities |
| Discussed Director appointment proposals | |
Induction and Training
Millicom provides new incoming independent 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 annual training to all directors 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 2025, the directors participated in a visit to Millicom’s operations in Panama to learn about the characteristics of the local market, meet with the group leadership team, 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 2025 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, Talent and Compensation Committee. It was 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 2026.
Board Meetings/Attendance at Meetings of the Board in the 2025 Financial Year
| Director | Meeting Attendance | % |
|---|---|---|
| Mr. Maxime Lombardini | 11 of 11 | 100% |
| Ms. Maria Teresa Arnal | 11 of 11 | 100% |
| Mr. Bruce Churchill | 11 of 11 | 100% |
| Mr. Pierre Alain Allemand | 5 of 5 | 100% |
| Ms. Justine Dimovic | 11 of 11 | 100% |
| Mr. Pierre-Emmanuel Durand | 11 of 11 | 100% |
| Mr. Jules Niel | 9 of 11 | 82% |
| Ms. Blanca Treviño de Vega | 9 of 11 | 82% |
| Former Directors | ||
| Mr. Tomas Eliasson | 3 of 6 | 50% |
| Overall attendance | 81 of 88 | 92% |
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