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Board leadership and committees
Board
Vodacom has a unitary Board of 12 directors, of whom five (including the Chairman) are independent non-executive directors, five are
non-executive (but not independent as they represent Vodafone) and two are executive directors. Although King III recommends that more
than half of non-executive directors are independent, the Board is satisfied that the balance of power and objectivity on the Board is sufficient
and does not require additional independent voices.
Accountability
The Board takes overall responsibility for Vodacom’s success. Its role is to exercise leadership and sound judgement in directing Vodacom to
achieve sustainable growth and act in the best interests of shareholders.
In line with best practice, the roles of Chairman and Chief Executive Officer are separate. The Chairman is responsible for leading the Board,
while the Chief Executive Officer is responsible for the operational management of the Group.
Oversight of the
Group’s strategic
direction.
Approving major
capital projects,
acquisitions or
divestments.
Exercising
objective
judgement on
the Group’s business
affairs, independent
from management.
Ensuring that
appropriate
governance
structures, policies
and procedures are
in place.
Ensuring the
effectiveness
of the Group’s
internal controls.
Reviewing and
evaluating the
Group’s risks.
Approving the
annual budget and
operating plan.
Approving the
annual and interim
financial results
and shareholder
communications.
Approving the
senior management
structure,
responsibilities and
succession plans.
Technology
governance.
The Board
charter details
the responsibilities
of the Board,
which include:
Directors
Vodacom’s memorandum of incorporation specifies that non-executive directors have no fixed term of appointment. Executive directors are
subject to standard employment terms and conditions and a six-month notice period. Directors are subject to retirement by rotation and
re-election by shareholders at least once every three years. Any director appointed to fill a temporary vacancy must retire at the first annual
general meeting following their appointment.
Chairman
The memorandum of incorporation requires the Board to re-elect the Chairman yearly, in line with King III. Peter Moyo was re-elected on the
anniversary of his appointment in May 2016.
Independent advice
The Board recognises that there may be occasions where directors consider it necessary to take independent professional advice. This is done
at the company’s expense according to agreed procedures.
Our performance
Our business
Governance review
Administration
Overview
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