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Governance and Financial Report Governance | Financials Millicom Annual Report 2015 2 Annual Report 2015 Governance and Financial Report Governance | Financials Millicom Annual Report 2015 2 Welcome to our Reporting Suite 2015 We have designed our 2015 reports to provide a comprehensive overview of the business. More detailed information is available online at www.millicom.com Reporting suite: Annual report 2015 @Millicom Driving #DigitalAccess for 25 years Strategic Report Corporate Responsibility Report Website This report contains information about The Corporate Responsibility Report Our website contains more information how we make money and how we run outlines our approach to investing in on what Millicom does and how we the business. It includes an overview sustainability and projects to enable empower a digital lifestyle by offering of our markets, corporate strategy, more energy efficient technology, and communication, information and business model, key performance how we attract and develop smart entertainment which connect people indicators and areas of risk, as well and innovative employees. to their world. as our progress during 2015. A copy of the Corporate Responsibility More information about Millicom can A copy of the Annual Report can be Report can be downloaded from: be found at our website: downloaded from: www.millicom.com/reporting2015 www.millicom.com/our-responsibility www.millicom.com Governance | Financials Millicom Annual Report 2015 3 Contents About this report Corporate governance Chairman’s report 4 Director’s Financial and Operating Report 6 Millicom’s Annual Report consists of Shareholder and Board Governance 8 two documents. The Strategic Report will give Corporate Governance Framework 8 you a comprehensive and concise overview Shareholders and Shareholders’ Meeting 10 Board of Directors and of the key information about Millicom, and Board Committees 11 Board Committees 20 the Governance and Financial Report which Audit Committee 20 Compliance and Business describes how our governance works, contains Conduct Committee 26 Government Relations and Corporate Responsibility our Remuneration Report, and our consolidated (GRCR) Committee 27 Compensation Committee: financial statements for the year ended Remuneration Report 29 Millicom CEO and Executive Team 36 31 December 2015. Management Governance 39 Financial statements 42 Independent auditor’s report 43 Introduction 44 Consolidated statement of income 48 Governance and Consolidated statement of comprehensive income 49 Consolidated statement of financial position 50 Financial Report Consolidated statement of cash flows 52 Consolidated statement The Governance and Financial Report explains of changes in equity 53 Notes to the consolidated the way we operate, our approach to corporate financial statements 54 governance, how we remunerate management and our financial performance for 2015. Links within this document In this report you will see a series of icons that demonstrate how we’ve integrated information about our business model with details of our strategy and risk. The easy to identify icons also tell you where to look for more information. Report links Read more Link to website Go to page Governance | Financials Millicom Annual Report 2015 4 Chairman’s Report Building strong governance functions and acting with integrity remain at the forefront of our commitment to good corporate governance.” Governance | Financials Millicom Annual Report 2015 5 The Governance section of Millicom’s 2015 Annual Report sets out Millicom’s commitment to good Useful links within corporate governance and describes what has been achieved during 2015. We have significantly increased this report our level of disclosure and content in this year’s governance report. Board of Directors In 2015 we have welcomed new Board members, as well as Mauricio Ramos as President and Chief Executive p11 Officer (“CEO”) and Cynthia Gordon as EVP, CEO Africa Division, to lead our African business. We have created new working groups and committees, and dealt with a number of significant matters, including the self-reporting of potential improper payments made on behalf of our Guatemalan joint venture. CEO and Executive Role of the Board Team Millicom’s Board of Directors (the “Board”) is responsible for deciding Millicom’s strategy, financial objectives p36 and operating plans. The Board also plans for management succession of the CEO and reviews and approves plans for other senior management positions. It is also responsible for overseeing governance for the Group. Board changes During 2015 we welcomed two new Board members, both of whom joined us in May 2015. Mr. Anders Borg joins us having previously been Sweden’s Minster of Finance between 2006 and 2014, bringing with him a vast array of knowledge and experience in economics, economic direction and policy setting. As well as Deputy Chairman of the Board, Mr. Borg is member of the Government Relations and Corporate Responsibility Committee. Mr. Odilon Almeida joins us from Western Union where he currently leads the Latin American operations. Mr. Almeida’s extensive knowledge of Latin American markets and the money transfer business adds valuable insight to Millicom. Mr. Almeida is present on Millicom’s Audit Committee and is the Chairman of the recently established Compliance and Business Conduct Committee. I would like to thank Ms. Mia Brunell Livfors, Mr. Dominque Lafont and Mr. Ariel Eckstein, the departing members of the Board, for their service to the Board and its committees. Strength through diversity Building strong governance functions and acting with integrity remain at the forefront of our commitment to good corporate governance, a commitment that will continue in the decisions we make. Millicom’s strength is partly attributable to the diversity of people in our operating countries, regional offices and headquarters. We value different perspectives and encourage sharing of viewpoints and benefiting from the wide range of experience and backgrounds across the Group. These are important elements that we will continue to foster as part of Millicom’s corporate culture. Compliance During 2015 we initiated a thorough external review of our compliance program, supported by the Executive Management team and our Compliance and Business Ethics team, to further strengthen the practices we already have in place. In addition a new Compliance and Business Conduct Committee was set up during the year. In October 2015, we took the decision to voluntarily report to the authorities on potential improper payments in our joint-venture operation in Guatemala. On behalf of the Board I would like to confirm our commitment to strong corporate governance and of doing the right things in the right way across every part of our business. We look forward to engaging with you and thank you for being part of our journey. Cristina Stenbeck Chairman of the Board of Directors Governance | Financials Millicom Annual Report 2015 6 Directors’ Financial and Operating Report Revenue of $6.73 billion, up 5.4% from 2014 Adverse currency movements were stronger than last year although revenue grew by 5.4% (with LatAm growing 6.6% and Africa declining 1.3%). Service revenue was up 5.8%. Adjusted EBITDA at $2.27 billion – margin at 33.7% Full year EBITDA at $2,178 million was 4.1% higher than 2014 partly due to inclusion of UNE for the full year compared to four and half months in 2014. At constant currency, EBITDA grew by 17.1%. There were $87 million of restructuring and integration costs and other one-off charges mostly booked in Q4. Adjusting for these items EBITDA was $2,266 million up 7.4% with the margin up 0.7 to 33.7%. The key driver of this improvement is Colombia demonstrating the success of our merger together with continued efficiencies at the headquarters. Mobile customer base reaches 62.6 million The mobile customer base increased by over 6 million net additions, to reach 62.6 million subscribers at 31 December 2015 (including 1.4 million Zantel customers). Cable footprint exceeds 7.6 million homes passed Our cable footprint expanded by over 500,000 to 7.6 million homes passed. The number of revenue generating units (“RGUs”) per household increased to 1.88x from 1.80x a year ago. More than 56% of our households were double or triple play, around 3 percentage points more than one year ago. The ARPU per Home Connected was stable year-on-year in local currency. Equity Free Cash Flow grows to $235 million The full year operating cash flow increased by 15% to $1.11 billion from a combination of a higher EBITDA, a lower Capex paid and cash inflow from the working capital. Taxes paid at $252 million were significantly reduced compared to last year (down 34%) thanks to advanced payments of tax in 2014 in Colombia used to reduce the liability for 2015 and a change in the profit mix of the operations resulting in lower tax payments. Net interest paid was up 7% on 2014 on the higher level of debt and the payment of consent fees. This resulted in free cash flow of $504 million, a 96% improvement. Thanks to lower dividends paid to non- controlling interests (10% lower at $269 million), equity free cash flow significantly improved by $278 million to $235 million representing a dividend cover of 89%. Share Capital On 31 December 2015 Millicom had 101.7 million issued and paid up common shares of par value $1.50 each, of which 1.6 million were held by the Company as treasury shares (2014: 1.8 million). During the year the Company acquired approximately 29,000 shares and issued around 158,000 shares to management and employees under the LTIP remuneration plans, 45,000 shares from share options to the Chairman of the Board, and approximately 6,000 shares to Directors as part of their annual remuneration. Distribution to shareholders and proposed distributions On 15 May 2015 at the Annual General Meeting of shareholders, a dividend distribution of $264 million was approved, and subsequently paid to shareholders. On 10 February 2016 Millicom announced that the Board will propose to the Annual General Meeting of the shareholders a dividend distribution of $2.64 per share to be paid out of Millicom’s retained earnings at 31 December 2015.
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