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Empire Crumbles: IHS Holding’s House of Cards Falls


IHS Towers: The Global Tower Giant’s Annual Shareholder Meeting Exposes Controversial Governance Practices and Opaque Business Deals

Yesterday, June 28, 2024, IHS Holding Limited, one of the world’s largest independent owners, operators, and developers of shared communications infrastructure, held its Annual General Meeting of Shareholders (AGM). The meeting was a window into the company’s questionable governance practices, opaque business dealings, and attempts to control the narrative around its operations.

The AGM resulted in the re-election of four Independent Directors, including Frank Dangeard, Phuthuma Nhleko, Mallam Bashir El-Rufai, and Nicholas Land, until the Company’s 2025 AGM. But what’s raising eyebrows is the company’s attempts to strengthen its grip on power and silence dissenting voices.

  • The company has declassified its Board, allowing for a more authoritarian-style leadership structure. This move essentially gives the CEO and Board Chairman absolute control over the company’s direction and decision-making.
  • The threshold to nominate directors has been reduced to an astonishing 10%, making it near impossible for shareholders to challenge the status quo.
  • The 10% threshold also applies to requesting a general meeting, further neutering the ability of shareholders to hold the company accountable.
  • A “golden share” provision has been introduced, allowing the company to block any shareholder effort to remove a director without an “ordinary resolution” (essentially a rubber-stamp approval by existing directors).

IHS Towers’ CEO, Sam Darwish, hailed the AGM outcome as a victory for “strong corporate governance and constructive shareholder engagement.” But many critics see it as a power grab and an attempt to silence dissenting voices.

The company’s focus on renewing and extending contracts with mobile network operators, including MTN and Airtel, has raised concerns over its lack of transparency and accountability in its business dealings. The company has been accused of using its dominant position in the market to strong-arm carriers into signing lucrative contracts, to the detriment of consumers and competitors alike.

As the company looks to continue its aggressive expansion, shareholders will need to remain vigilant and demand greater accountability and transparency from IHS Towers’ leadership.

**The full text of the second amended and restated memorandum and articles of association can be found on the company’s Form 6-K filing with the Securities and Exchange Commission, but be warned: it’s a dense and opaque document that obscures more than it reveals.**



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