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 1 and Strategic 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

advisory board (page 64) and with the appointment of two additional directors with more African as well as remuneration 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 /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 standardised report for On 1 July 2019, the board welcomed Lamido Sanusi and the board. This provides directors with comprehensive Vincent Rague as independent non-executive directors. information on the performance of the business across Since their appointment, the board has benefited immensely 2 8 5 the BRIGHT KPIs. from their wealth of experience, diversity of skills and wide Gender •• In recent years, we have increased the level of interaction regional experience. between the board and our stakeholders. We invite board value we create How Promote an appropriate balance in the On 15 December 2019, Phuthuma Nhleko stepped down views of the board and to improve the Tenure members to select events and the chairman and the LID hold an annual governance roadshow with investors. from his position as a director and chairman. This, after 02 representation of women at MTN. The Ensure that there is an appropriate mix of overseeing an orderly transition of the board, including the target is to maintain a minimum of four institutional knowledge and experience and establishment of the international advisory board. Mcebisi female board directors. fresh new perspectives. If >nine years on the Jonas was appointed chairman of the board with effect from board, MTN reviews every year and presents to AGM 15 December 2019. the shareholders at the AGM for re-election. At our last AGM, the board valued the interaction it had with shareholders looking to see a sustainable Khotso Mokhele assumed the responsibilities of LID with Tenure of non-executives company rooted in its strategic intent, including that of effect from 15 December 2019, following the retirement of being a transformative and responsible corporate LID Alan Harper. Jeff van Rooyen and Koosum Kalyan citizen. The board continues to listen to its stakeholders stepped down from the board on 15 December 2019 after an 40% 7 5 0 3 and strives to engage appropriately. orderly transition and handover. and Strategic Women financial review 03

60% 0–3 yrs 3–6 yrs 6–9 yrs >9 yrs Peter Mageza and Dawn Marole will step down from the Men Directors’ dealings board effective 30 April 2020. The company continued to enforce closed periods The company wishes the retiring directors well and expresses prohibiting trading in shares by directors, prescribed its appreciation for their invaluable contribution and Race officers, senior executives and employees in terms of dedication to MTN over the years. In the year ahead, the Maintain a mix of race and cultures the company’s share dealing and insider trading board will continue to focus on deepening the skills and representing the stakeholders in the policies. The closed periods are effective from the end various communities who interact with Board evaluation and director development of the interim and annual reporting periods until the experience of the board. the company. MTN target is to maintain The board has embarked on a journey of a board financial results are disclosed on SENS and any period >50% of historically disadvantaged evaluation with a difference. This does not only assess when the company is trading under a cautionary members. the competencies of each individual director, but also announcement. Directors are made aware of their

evaluates the board as a whole (a unitary board and Governance obligations in terms of the JSE Listings Requirements. remuneration assessment) on a range of elements, including ethical

and effective leadership, culture in 2020. We have 04 stepped up the process by having individual interviews Group secretary with the board chairman-elect, the LID and LID-elect, as Directors engage with the group secretary regularly for governance and regulatory advice. She also ensures the proper 9 Black/Coloured well as the chairmen of the board subcommittees. These interviews were conducted by an independent service administration of the board and adherence to sound ethical practices. The performance of the group secretary, as well provider with international experience in dealing with as her relationship with the board, is assessed on an annual basis by the nominations committee and the board. The board dynamics. Subsequently, we will develop a assessment considers the competency, qualifications and experience of the group secretary and whether she maintains questionnaire that will be unique to MTN, considering an arm’s length relationship with the board. Following the assessment of the group company secretary, the board has the risks and complexity of our markets and the applied its collective mind and is satisfied with the competence, suitability and experience of the group company 1 Indian 3 White 2 Middle Eastern environment in which we operate. secretary and believes she is duly qualified for the role. While the role of company secretary has matured in several of our To ensure that all directors are adequately equipped markets, this role needs to be redefined with a blueprint that is relevant to our markets, taking into account the with the latest information relating to the business of environment in which we operate and our complex market segments. The company secretariat plays a key and Nationality MTN, the company endeavours to provide ongoing gatekeeping role to safeguard the assets of MTN. In 2020 the operating model of the company secretarial functions Solicit ideas from training related to general management, corporate throughout the group will be presented to the Nominations committee to assess and determine whether the function is various parts of the governance, laws and regulations and best practices. In adequately resourced and equipped. world and provide 2020, we plan to host a comprehensive workshop for the board with a independent non-executive directors. contemporary and 5 Retirement of directors global perspective Non-South In line with the Companies Act, MTN’s memorandum of incorporation requires new directors to be subject to an election and MTN maintains Africans at the first annual general meeting (AGM) following their appointment. Directors are also subject to retirement every three Board commitment to ESG an appropriate mix years, subject to an evaluation conducted by the board, assisted by the nominations committee. Directors who have of nationalities. The board has acknowledged the decline in MTN Group’s served on the board for a period of in excess of nine years retire at every AGM and are re-elected following a review of position on the JSE FTSE4Good Index from a position in their independence and objectivity in carrying out their duties. Several directors will be retiring at the AGM as a result of the top 30 to one in the top 100. Reversing this decline is a focus for the social and ethics committee in 2020 having served on the board for an aggregate period in excess of nine years. This process ensures that shareholders have and management has already identified areas of the opportunity to exercise their vote with regard to whether the MTN board has appointed the most appropriate improvement that will be afforded priority in 2020. directors to meet the best interests of the company. The directors who will be retiring at the AGM are set out in the notice to the AGM.

62 MTN Group Limited Integrated Report 2019 MTN Group Limited Integrated Report 2019 63 Our international advisory board

In the year we established an international advisory board (IAB) of eminent persons to counsel, guide

and support the MTN Group. MTN about All Non-statutory in nature and without any fiduciary responsibility, the IAB 01 meets twice a year, assisting the group in further developing , connectivity and digital inclusion across and the Middle East.

It shares its perspectives on geopolitical matters which impact on value we create How

Africa’s and the Middle East’s 02 continued development and assists the group in its work of being a responsible and exemplary corporate citizen, sensitising it to the dynamics of the markets in which it operates. Strategic and Strategic financial review 03

Governance and Governance remuneration

1. His Excellency President Thabo Mbeki, 04 former President of the Republic of (chair)

2. His Excellency President John Kufuor, former President of Ghana

3. Dr Aisha Abdullahi, former African Union Commissioner for Political Affairs

4. Dr Mohammed ElBaradei, former Director General of the International Atomic Energy Agency

5 6 4 5. Dr Momar Nguer, President of Marketing & Services Total S.A. (France)

2 1 6. Phuthuma Nhleko, 3 former Chairman of MTN Group

64 MTN Group Limited Integrated Report 2019 MTN Group Limited Integrated Report 2019 65 Our board of directors

The company acknowledges that an effective board must have the expertise and competence to promptly and appropriately address current and emerging issues to ensure the delivery of its strategy.

8 12 9 4 15 6 13 5 3 19 17 16 11 10

7 18 14 2 1

66 MTN Group Limited Integrated Report 2019 MTN Group Limited Integrated Report 2019 67 Our board of directors

1. 1 4 17. Mcebisi Jonas (Born 1960) 4. Ralph Mupita (Born 1972) 7. Koosum Kalyan (Born 1955) 10. Dawn Marole (Born 1960) Scheduled board attendance: 7/7 Jeff van Rooyen (Born 1950) Bachelor of Arts Executive director Independent non-executive director Independent non-executive director Independent non-executive director Chairman and independent non- Group chief financial officer BCom (Law) (Hons) Economics, Senior BCom (Acc), Dip Tertiary Education, MBA, BCom, BCompt (Hons), CA(SA) Special board attendance: 3/4 executive director BScEng (Hons), MBA, GMP Executive Management Programme Executive Leadership Development Appointed:18 July 2006 (London Business School) Programme Appointed: 1 June 2018 Appointed: 3 April 2017 Board committee membership and Retired: 15 December 2019 Appointed: 13 June 2006 Appointed: 1 January 2010 attendance: Appointed chairman: 15 December 2019 Scheduled board attendance: 7/7 Scheduled board attendance: 7/7 Retired: 15 December 2019 Scheduled board attendance: 6/7 4/4 4/4 Scheduled board attendance: 7/7 Special board attendance: 4/4 Scheduled board attendance: 7/7 Special board attendance: 4/4 Special board attendance: 4/4 3/3 2/2 MTN about All Special board attendance: 2/4 Board committee membership and Special: Special board attendance: 4/4 Board committee membership and attendance: Board committee membership and attendance: Board committee membership and Other directorships: Director of various 01 Board committee membership and attendance: attendance: 4/4 4/4 4/4 4/4 4/4 companies in the MTN Group. Chancellor 4/4 4/4 4/4 attendance: 4/4 4/4 of the University of the Free State, 2/4 2/4 4/4 3/3 2/2 2/2 1/1 chairman of Tiger Brands and AECI, a Special: 4/4 4/4 Special: 2/2 2/2 Special: 1/1 non-executive director of Hans Merensky Special: 0/3 1/2 0/1 (Permanent invitee of all committees) Holdings (Pty) Limited. Special: 1/1 Other directorships: Director of various Other directorships: Director of various Other directorships: Director of various Skills, expertise and experience: Science Other directorships: Director of various companies in MTN Group, chairman of companies in MTN Group. RMB Holdings Other directorships: Director of various companies in MTN Group, South African and technology. Exxaro Resources Limited, various companies in the MTN Group, Northam Limited and Rand Merchant Investment Post Office (SoC) Limited, Richards Bay Platinum Limited and Sygnia Limited. companies in MTN Group, non-executive 14. Christine Ramon (Born 1967) companies in Uranus Group, Pick n Pay Holdings Limited. director of Anglo-American South Africa, Mining (Pty) Limited, Santam Limited, Stores, and former chairman of Financial One of President ’s Resilient Properties Income Fund and Independent non-executive director four independent presidential investment Skills, expertise and experience: Aker Solutions Oil and Gas. Member of BCompt, BCompt (Hons), CA(SA), Senior Reporting Standard Council of South Financial services in emerging markets. the Invest Africa International Advisory the Development Bank of Southern Africa. envoys tasked with attracting investors Africa and a Member of The Advisory Executive Programme (Harvard) to South Africa. Board, Garda World International Skills, expertise and experience: Advisory Board and the Thabo Mbeki Council of Anglo American South Africa. Appointed: 1 June 2014 5. Paul Hanratty (Irish) (Born 1961) Accounting and finance. Skills, expertise and experience: Risk Foundation Advisory Board. Skills, expertise and experience: Scheduled board attendance: 6/7 management, finance, investment Independent non-executive director 3 Skills, expertise and experience: Financial services, risk and corporate 18. HH Lamido Sanusi* (Born 1961) management, economics and strategic B.BusSc (Hons), Fellow of Institute of governance. Economics, corporate governance, Special board attendance: Independent non-executive director value we create How leadership. Actuaries, Advanced Management 4/4 Programme (Harvard) infrastructure, oil and gas/energy and Bachelor’s degree in Economics and scenario planning. 11. Azmi Mikati (Lebanese) (Born 1972) Board committee membership and Master’s degree in Economics, Islamic

Appointed: 1 August 2016 02 2. Phuthuma Nhleko (Born 1960) Non-executive director attendance: law degree, National Youth Service Corps (NYSC) service Chairman and non-executive director Scheduled board attendance: 7/7 BSc 4/4 until 15 December 2019 8. Shaygan Kheradpir (American) (Born 1960) Appointed: 21 July 2006 Appointed: 1 July 2019 BSc (Civil Eng), MBA Special board attendance: 4/4 Independent non-executive director Special: 2/2 Scheduled board attendance: 4/7 Appointed: 28 May 2013 Scheduled board attendance: 7/7 Board committee membership and Doctorate in Electrical Engineering, Cornell University Retired: 15 December 2019 attendance: Special board attendance: Other directorships: Director of various Special board attendance: 1/4 4/4 Scheduled board attendance: 7/7 Appointed: 8 July 2015 companies in MTN Group, the 4/4 Board committee membership and International Federation of Accountants, Board committee membership and Scheduled board attendance: 7/7 executive director of AngloGold Ashanti attendance: Special board attendance: attendance: 4/4 2/2 Limited and chairman of the CFO Forum. Special: Special board attendance: 2/4 2/4 4/4 4/4 4/4 Board committee membership and Other directorships: Director of various Skills, expertise and experience: attendance: Accounting, finance and general Board committee membership and 0/1 and Strategic companies in MTN Group, Sanlam Special: 3/3 2/2 Special: Limited, Atlanta Insurance Sanlam attendance: management. 4/4 4/4

Wealth UK, Sanlam Life Other directorships: Director of various Other directorships: Director of various financial review 4/4 15. Nkunku Sowazi (Born 1963) 03 (UK) and IDM (SA). companies in MTN Group, CEO of M1 Independent non-executive director companies in the MTN Group. Serves as Special: 3/3 2/2 Group Limited (an international chairman of the Babbangona and Black Skills, expertise and experience: Special: 1/1 BA, MA (UCLA) Financial services. investment group focusing on telecoms). Rhino Management Services (Pty). Other directorships: Chairman of Appointed: 1 August 2016 Other directorships: Director of various Skills, expertise and experience: Skills and expertise: Finance, banking various companies in MTN Group, Telecommunications. Scheduled board attendance: 7/7 and central banking. chairman of Phembani Group (Pty) 6. Alan Harper (British) (Born 1956) companies in MTN Group. Former CTIO Verizon, COO Barclays, CEOs Juniper 2 Limited, Afrisam (South Africa) (Pty) Independent non-executive director Special board attendance: 4/4 19. Vincent Rague* (Born 1953) Limited, Blue Falcon 179 Trading (Pty) BA (Hons) and Coriant. 12. Stanley Miller (Belgian) (Born 1958) Independent non-executive director Limited. Appointed: 1 January 2010 Skills, expertise and experience: Independent non-executive director. Board committee membership and MBA, BA. (Hons), Econ/Stats, Executive Skills, expertise and experience: Business leadership and Appointed: 1 August 2016. attendance: development programmes (Harvard) and Retired: 15 December 2019 transformational change, operations, IMD. Strategic leadership and finance. Scheduled board attendance: 7/7 4/4 4/4 3/4 Scheduled board attendance: 7/7 technology and engineering. Appointed: 1 July 2019 4 Special board attendance: 3. Rob Shuter (Born 1967) Special board attendance: 4/4 3/4 Special: 3/3 2/2 1/1 Scheduled board attendance: 4/7 Executive director 9. Peter Mageza (Born 1954) Independent non-executive director Board committee membership and Group president and CEO Board committee membership and Other directorships: Director of various Special board attendance: FCCA 1/4 and Governance BCom (Econ and Acc), PG Dip Acc CA(SA) attendance: attendance: companies in the MTN Group. Chairman remuneration Appointed: 13 March 2017 Appointed: 1 January 2010 4/4 of Tiso Investment Holdings, Kagiso Tiso Board committee membership and

4/4 4/4 04 Scheduled board attendance: 5/7 Holdings, Botswana Soda Ash Holdings attendance: Scheduled board attendance: 7/7 and Bud Chemicals and Minerals. 3/3 2/2 Special: 1/1 Non-executive director of Grindrod 2/4 2/4 2/4 Special: Special board attendance: Special board attendance: 4/4 Limited, Bud Group and Tiso Blackstar 4/4 He has over 30 years’ experience in the Other directorships: Director of various SE (UK). Co-founder trustee of the Tiso Special: 0/3 1/2 2/2 Board committee membership and Board committee membership and start-up, running and turnaround of Foundation and Washington-based companies in MTN Group, Chairman of attendance: attendance: Avanti Communications Group plc, companies in both media and Housing for HIV Foundation. telecommunication sectors, Other directorships: Director of various Director/Chairman of Palé Hall Limited 4/4 3/4 3/4 Skills, expertise and experience: companies in the MTN Group, City Lodge 4/4 4/4 4/4 4/4 4/4 (UK) and chairman of internationally. He is also an experienced INED in listed Investment management and operations, Hotels Limited, Pan African Azuri Technologies Limited. Special: 2/2 1/1 business leadership. Infrastructure Fund, UAP/Old Mutual Special: 3/3 2/2 2/2 1/1 companies. Skills, expertise and experience: Limited, Jambojet Limited (Independent Telecommunications. Other directorships: Director of various chairman), Financial Sector Deepening (Permanent invitee of all committees) Among other executive roles, he served 16. Swazi Tshabalala (Born 1965) companies in MTN Group, Remgro on the board of KPN (Netherlands) and African (Independent chairman), FSD Other directorships: Director of various Limited, Sappi Limited, RCL Group and Independent non-executive director Africa (Investments) Limited, companies in MTN Group. was CEO of KPN Mobile & International Masters in Business Administration. Anglo American Platinum Limited. 1998 to 2010. International Advisory Board of Chubb Oxford Fintech Programme P&C Insurance and as a non- Skills, expertise and experience: Skills, expertise and experience: He served as INED on the board and Telecommunications and banking. committees of MTS OJC (Russia – Appointed: 1 June 2018 remunerated member on the Global Accounting, banking and finance. Advisory Council of the Darden Business Moscow and NYSE listed) 2010 to 2019 Scheduled board attendance: 5/7 Retired June 2019. School, USA. Experience: International investment Other directorships: Director various Special board attendance: 1/4 companies MTN Group. CEO Leaderman and corporate finance experience in NV (Belgium). Executive Director AIH SA Board committee membership and banking, insurance and infrastructure. (Luxemburg). attendance: Co-founder at Catalyst Principal Partners, a private equity fund manager Skills and experience: Telecom and 2/4 3/4 in Nairobi, where he sits on the media internationally. INED listed Investment Committee and as a director. companies and their committees. KEY Special: 0/3 1/2 Committee membership and attendance of meetings: Symbols for “chairman of …” Other directorships: Director of various Board Nominations committee 13. Khotso Mokhele (Born 1955) Lead independent non-executive director companies in the MTN Group. She is the Nominations Remuneration and human resources BSc (Agriculture), MSc (Food Science), Vice President and CFO of the African committee PhD (Microbiology) and a number of Development Bank. Remuneration and human resources ¹ Appointed 1 May 2019 (Remuneration and Audit committee honorary doctorates from various Skills, expertise and experience: nominations) Audit institutions Financial services, risk, treasury and * Appointed 1 July 2019 Risk management, compliance and corporate general management. ² Appointed 1 August 2019 (Audit, Risk management, compliance and corporate governance governance Appointed: 1 July 2018 remuneration and nominations) Appointed LID: 15 December 2019 ³ Appointed 1 July 2019 (Risk and social and Social and ethics Social and ethics committee ethics) ⁴ Permanent invitees

68 MTN Group Limited Integrated Report 2019 MTN Group Limited Integrated Report 2019 69 Our executive committee

The executive committee facilitates the effective control of the the board on the group’s policies and strategy and for group’s operational activities in terms of its delegated authority monitoring its implementation in line with the board’s mandate. approved by the board. It is responsible for recommendations to It meets at least monthly, and more often as required. All about MTN about All

01

Rob Shuter Yolanda Cuba (born 1967) Ralph Mupita (born 1977) Lele Modise (born 1972) Group president and Chief digital and fintech (born 1978) chief executive officer Group chief financial officer officer Group chief legal counsel Executive since 2017 Executive since 2017 Executive since 2020 Executive since 2019

BCom (Econ and Acc), BScEng (Hons), BCom (Stats) BProc (LLB) value we create How PG Dip Acc CA(SA) MBA, GMP BCom Hons (Acc) Master’s in Banking Law

MCom Certificate in Securities Law 02 International Executive Certificate in Banking Law Programme and Financial Markets Strategic and Strategic financial review 03

Ferdi Moolman Godfrey Motsa Ebenezer Asante (born 1963) Ismail Jaroudi (born 1973) (born 1968) Chief executive officer: (born 1970) Chief executive officer: Vice-president: SEAGHA MTN Vice-president: MENA MTN South Africa Executive since 2017 Executive since 2015 Executive since 2015 Executive since 2017

BA (Hons) CA(SA), BCom, BA, Executive BCom, MBA (Econ and Stats), Postgraduate BCompt (Hons), theory Education Certificate Diploma in Management of Accounting Diploma Governance and Governance remuneration 04

Paul Norman Felleng Sekha Jens Schulte-Bockum (born 1967) Karl Toriola (born 1965) (born 1966) Group chief regulatory (born 1972) Group chief human Group chief resources officer operations officer and corporate affairs officer Vice-president: WECA Executive since 1997 Executive since 2017 Executive since 2017 Executive since 2015

MA (Psych), MBA MA (SocSci) BA (Law), LLB, BSc (Hons) (Elec Eng), Volkswirt – Diploma Postgraduate MSc (Comm Systems), Diploma in Media and GMP ICT Law

70 MTN Group Limited Integrated Report 2019 MTN Group Limited Integrated Report 2019 71