Vodacom Integrated Report 2016

Statement of compliance

Vodacom is committed to the highest standards of business integrity, ethics and

professionalism.

The Board recognises the need to conduct the business in accordance with the principles of the King Code of Corporate

Practices and Conduct (King III). These principles include discipline, independence, responsibility, fairness, social

responsibility, transparency and the accountability of directors to all stakeholders. Many of these principles are entrenched

in the Group’s internal controls, policies and procedures governing corporate conduct. The Board is satisfied that every effort

has been made during the reporting period to comply in all material aspects with King III. Where we do not comply, this is

stated and explained.

Our King III assessment register is available at

vodacom

Abridged corporate

governance report

Corporate governance structure

The following diagram shows the Group’s governance structures as at 31 March 2016:

• Nomination Committee

• Remuneration Committee

• Social and Ethics Committee

• Executive Committee

• Audit, Risk and Compliance

Committee

BOARD

Board

Committees

• Finance

• International Business

• Technology

• Enterprise

• Consumer

• Customer Operations

• Corporate Affairs

• Legal and Regulatory

• Human Resources

• Strategy and New Business

• Sales and Distribution

CEO

Executive

Committees

Vodacom Group Limited

Integrated report for the year ended 31 March 2016