Governance in Action
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Governance in action Value creation through robust governance The board and group executives continue to provide oversight using a combined assurance model which considers the role of management, control functions, internal and external audit and board Board charter – collective responsibilities of the board and delegation of authority In 2019, we enhanced the board charter, clarifying the role of subsidiaries’ boards and their subcommittees, and committees of the subsidiaries using a simplified governance approach in a complex environment setting out more clearly the role of the group chairman as well as the group president and CEO. We revised the as they strive to create maximum shared value. delegation of authority to promote greater agility in the decision making process of subsidiaries. We see room for All about MTN about All further improvements in the levels of authority within the delegation framework to allow for faster and bolder business activity. We are also redesigning the materiality framework to promote better decision making. These 01 They do this by delivering on our purpose and ensuring relevance and sustainability of the business changes will align with clear levels of work and a segregation of powers within management, safeguarding model by monitoring the macro environment, the availability and quantity of capital inputs, and accountability and responsibility. stakeholder needs, all of which inform the group’s strategy. This strategy enables MTN to maintain focus in conducting operations underpinned by good governance and at the same time delivering our financial targets. In The roles and duties of the chairman and group president and CEO are separate and clearly defined. This division 2019, the board sought to implement a more agile decision-making mechanism as it progresses in of responsibilities ensures a balance of authority with no individual having unrestricted decision-making powers. achieving the vision of becoming a global digital operator. While the board plays an oversight role over the company, the group president and CEO and his executive management are empowered to manage and lead the business on a day-to-day basis, guided by an approved delegation of authority. The company’s delegated structures, which include the board committees, encourage and promote open discussion which enhances the board’s monitoring function over all areas of the company. Our governance philosophy and framework The board remains committed to good value we create How governance and international standards of best practice. Executive and non-executive directors 02 It is committed to ensuring an unequivocal Independence of directors MTN is committed to the The majority of MTN board members are independent tone from the top that requires a highest standards of governance, commitment by all directors and employees business integrity, ethics and directors, which is in line with King IV™ requirements. to the values of integrity, transparency and Our lead independent director (LID), is in place to Independent professionalism. non-executive uninterrupted oversight over the company. consider, review, evaluate and provide oversight over This is to ensure that MTN monitors and Corporate governance is the cornerstone of our business and ensures that related-party transactions to ensure transactions 12 addresses all governance issues within its are fair and in the best interests of MTN. The LID is operating units. we work responsibly. Non-executive appointed to guide the board should a situation arise We believe that good governance can GR 15 directors contribute to living our values through where the chairman may have a conflict of interest. Board members Strategic and Strategic 1 enhanced accountability, strong risk and (2018: 17) performance management, transparency financial review Executive 03 and effective leadership. directors Governance structure Board committees 2 The board has delegated its authority to well structured committees Governance at MTN is structured in line The majority of MTN board members are independent with the mandate to deal with governance issues and report back to directors, which is in line with King IVTM requirements with best practice and is substantially the board on their activities on a quarterly basis. Each committee cascaded down to subsidiaries across the operates under terms of reference which set out roles and group. Below we map out the committees responsibilities, composition and scope of authority. These are of the board and of the exco and their reviewed on an annual basis. In 2019, the terms of reference of all respective chairs. the board committees were enhanced. The efficiency of their terms Board skills was considered; relating to the governance trends; international In the past 12 months, we have evolved the company structure by establishing a non-statutory independent Group board benchmarks and best practices. The board is satisfied that in 2019 Governance and Governance remuneration advisory board (page 64) and with the appointment of two additional directors with more African as well as Mcebisi Jonas the committees effectively discharged their responsibilities (See the international exposure and specific skills and competitive competencies. After a high-level skills assessment and reports of the committee chairmen on pages 20, 25, 45 and 72). 04 Board committees given the understanding of the skills required to deliver on the strategy, the board is clear that it needs to Social and ethics Koosum Kalyan In so doing, the board has committed to fulfilling the following strengthen its digital and fintech competencies as well as sustainability experience. To address this we have (Outgoing) responsibilities: contracted a global player to drive the in-depth analysis of the skills required to deliver on our strategy not only Nkululeko Sowazi (Incoming) • Delegating the management of MTN to a competent executive in the medium term, but also long term. All board appointments are conducted through a formal and transparent process in consultation with the Nominations committee. Audit Christine Ramon management team • Ensuring that management define and execute a robust Risk management, Peter Mageza MTN has a unitary board of 15 directors with skills and experience attributed as follows: compliance and strategy process corporate governance • Ensuring MTN’s compliance with appropriate laws and rules Nominations Mcebisi Jonas and appropriate best practices Governing disclosures so that stakeholders can assess the Remuneration and Alan Harper • human resources (Outgoing) performance of the group Skills and experience (%) Khotso Mokhele • Protecting the interests of MTN’s stakeholders and ensuring (Incoming) fair, responsible and transparent people practices Finance (ad hoc) Paul Hanratty • Overseeing the combined assurance and control function and Corporate governance, general management 19 ensuring that it informs management’s development and Science, technology, engineering, operations implementation of the strategy 25 Executive committee • Ensuring that innovation remains at the heart of MTN Banking/financial services Rob Shuter 50 Telecommunication/media 19 Group executive Group sourcing^ Strategic/business/leadership 19 Group operations Economics/treasury 13 Talent review, diversity and inclusion Finance, investment management, accounting Group treasury 38 ^ Chaired by an independent Risk management 19 non-executive director. 60 MTN Group Limited Integrated Report 2019 MTN Group Limited Integrated Report 2019 61 Governance in action continued Engaging with the business on strategic matters Board and company secretary changes Board diversity and experience Age Resignation and appointment of company secretary The group has a unitary board, consisting of Although the board maintains its independence, it is In February 2019, the company announced that Bongi executive and non-executive directors who Ensure that there is a young and important for it to have a deep understanding of the Mtshali had reached the group’s mandatory retirement age represent a broad spectrum of demographic dynamic leadership to complement the business by investigating, monitoring and engaging with experience and institutional knowledge management on multiple levels: and would retire as company secretary for MTN Group and MTN about All attributes and characteristics. The diverse of the seasoned directors. MTN maintains perspectives of directors allow for proper strategic • In addition to the two executive board members, the other its subsidiaries, with effect from 31 March 2019. Thobeka an appropriate mix of ages. 01 oversight as well as robust deliberation during group exco members, with the board, attend various board Sishuba-Bonoyi was appointed as company secretary of board meetings. The board is focused on improving committees and engage in strategy sessions. MTN Group and its subsidiaries with effect from 1 April 2019. the representation of women on the board and Between • The board holds two strategy sessions a year – in April and The board expressed its appreciation for Bongi’s invaluable ensuring that an acceptable number of all races/ 50 – 59 yrs Between July. During these sessions, the board debates, reviews and contribution during her tenure at MTN Group and wished her well. ages and skills are represented on the board. Between 60 – 69 yrs approves the strategy framework, group business plan and 40 – 49 yrs relevant risk appetites. Appointment and retirement of directors • Management prepares a monthly