Corporate Governance

Getting It Right

Digicel is committed to maintaining robust Governance structures and practices. This starts at the Board level and permeates throughout the company, enabling ethical decision-making, promoting compliance and accountability, and fostering a culture of diversity, integrity, growth and innovation. Good governance enhances our viability and reputation while mitigating risk. In addition to our Board of Directors, we have in place the following Board committees to as part of our governance framework: Audit Committee (AC); Remuneration, Appointments and Human Capital Committee (RAHCo); and Compliance Special Committee (CSC).

Our Team

Board of Directors

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Chairman of the Board

Rajeev Suri

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Group Chief Executive Officer

Marcelo Cataldo

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Non-Executive Director

Rodrigo Diehl

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Non-Executive Director

Alberto Griselli

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Chair of the Remuneration, Appointments and Human Capital Committee

Mariame McIntosh Robinson

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Non-Executive Director

Denis O’Brien

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Chair of the Audit Committee

Tarek Robbiati

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Chair of the Compliance Special Committee

Rachel Samren

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Non-Executive Director

Xiao Song

Senior Leadership Team

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Group Chief Executive Officer

Marcelo Cataldo

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Group Chief Financial Officer

Leopoldo Gutierrez

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Group Chief Consumer Officer

Mario Balladares

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Group Chief Technology Information Officer

Sjoerd Geels

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Group Chief Compliance and Cybersecurity Officer

Michael Watson

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Group General Counsel

Jarleth Burke

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Group Chief People Officer

Marie Waugh

Board Responsibilities

Our Board provides strategic direction and drives our business forward.

Digicel Group is governed through its Board of Directors and three Committees of the Board. These three committees are; the Audit committee, Remuneration Appointments and Human Capital committee and Compliance Special committee.

Audit Committee

Our Audit Committee ensures we are on the best financial footing possible providing extensive financial oversight including supervision of key activities such as the audit process, investor reporting, and our financial internal controls. Its mission is always to focus on the financial position and help to set a good tone at the top in regards to financial risk management, demonstrating that this is core to a successful Digicel. It also gets involved in any governance, legal or regulatory matters which fall under its scope ensuring that we always remain compliant with all laws and regulations.

Remuneration Committee

Our Remuneration, Appointments and Human Capital Committee is responsible for everything people-related. We recognise that our people are one of the most valuable resources we have and ensuring that our policies and practices in this regard support our strategy and long-term sustainable success is vital. All things remuneration, conduct, performance and succession-related falls under its purview and, with the support of the full Board, should enable us to achieve our goals and ambitions. For us, it’s important that our staff feel valued and that our top tier talent is put to good use in growing both the business and the individual.

Compliance Special Committee

Our Compliance Special Committee is responsible for governance and oversight of ethics and compliance at Digicel, including overseeing Digicel’s compliance with laws and regulations, supervising and developing an overall compliance strategy, and evaluating compliance with relevant policies, procedures and ethical standards. Overall, our CSC plays a crucial role in developing a culture of integrity and compliance, fostering a continuous learning environment ensuring that our compliance processes are responsive to the ever-changing needs of the organisation across all lines of our business from regulatory requirements to investigations and remediation.

  Board

Audit Committee

Remuneration, Appointments and
Human Capital Committee
Compliance Special Committee
Corporate Strategy      
Legal and Regulatory  
Ethics and Compliance  
Risk Management  
Financial Management    
Privacy and Security    
Environment    
People    
Inclusion and Diversity    
Succession Planning  
Governance  
Mission and Values    
Policies and Procedures

 

 

  Board Audit Committee Remuneration, Appointments and
Human Capital Committee
Compliance Special Committee
Rajeev Suri C     O
Marcelo Cataldo     O
Rodrigo Diehl  
Alberto Griselli  
Mariame McIntosh Robinson   C
Denis O’Brien      
Tarek Robbiati C  
Rachel Samren O   C
Xiao Song     O

 

Key

C - Chairperson

O - Observer

● - Member

Our Strategic Risk & Governance

We continue to enhance our Governance structure and practices to manage our risks. We understand how pivotal it is for us to get our strategic risk design right and effectively manage through the uncertainties which face our markets enabling us to grow sustainably. When assessing the strategic risk, we look at four aspects of our business, financial, legal, operational and strategic. Different risks will require different solutions and looking at all aspects means we have the best understanding to optimise and lower the risk to levels we deem acceptable. We are constantly looking to remain agile and therefore our risk strategy encompasses four aspects:

 

Financial Risk Management

Our Audit Committee oversees the financial risks and strategy setting that strong tone at the top which filters down to all of our people and is exemplified throughout our financial community. We also have specialised teams who focus on specific aspects of our operations helping to further reduce our risk. Our business risk and corporate security team mitigates the risk of fraud, revenue leakage and operational matters like the sensitive disclosure of business records. We take this very seriously and any instances are reported and analysed to continuously improve our operations and policies. In further support of managing our financial risks is our internal audit function. Our teams assess the integrity of our financial processes and perform substantial controls testing across all our markets, making sure our controls and processes are working as designed and being followed by all our teams across all our markets. It is only by applying this diligence that we are able to ensure that the quality of our information is up to scratch and fit for purpose.

 

Disaster Risk Management

Given the possibility for many of our markets to be hit by natural disasters, it will come as no surprise that we are prepared for the worst and ready to step up when the time comes. Our teams are always ready to activate and have numerous playbooks ready for when the worst does happen. All our people must complete disaster awareness training each year to make sure that they know what to do in the most likely scenarios and training drills are held throughout the year. For those teams on the front line, the training is even more intense. Our technology teams who go out in the worst conditions have drilled into them the importance of keeping our customers connected while mitigating potential risks to themselves and our infrastructure. Ensuring that our customers remain connected is top priority and speed of recovery is everything.

1. Identification

Finding the risks within the organisation

2. Assessing the Risk

Evaluating the risk from the four different pillars

3. Mitigating or Preventing the Risk

Putting in controls or processes to bring the risk within acceptable levels

4. Monitoring and Reporting

Ensuring that we maintain and check that our controls are working and that we adjust as necessary to a changing world

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