Vodacom Integrated Report 2016

Board meetings

The Board holds a minimum of four meetings, four teleconferences and a strategy session every year. Special Board meetings are convened

when necessary. Two special Board meetings were convened during the year.

The table below records the attendance of directors at Board meetings for the year.

Name of director

14 May

2015

19 June

2015

Special

29 June

2015

Special

22 July

2015

Telecon

9 Sep

2015

6 Nov

2015

Telecon

3 Dec

2015

2 Feb

2016

Telecon

10 Mar

2016

18 Mar

2016

Telecon

MP Moyo

MS Aziz Joosub

DH Brown

IP Dittrich

HMG Dowidar

–

M Joseph

BP Mabelane

TM Mokgosi-

Mwantembe

PJ Moleketi

M Pieters

RAW Schellekens

JWL Otty

T Streichert

S Timuray

Notes:

1. IP Dittrich resigned 31 July 2015.

2. HMG Dowidar resigned 30 September 2015.

3. M Pieters appointed 1 October 2015.

4. T Streichert appointed 1 August 2015.

Board committees

The non-executive directors contribute their extensive experience

and knowledge to the Board’s committees. All committees operate

under Board-approved terms of reference, which are updated from

time to time to stay abreast of developments in corporate law and

governance best practice.

Executive Committee

During the year, the Executive Committee included the Chief

Executive Officer (Chairman), Chief Financial Officer, Chief Human

Resources Officer, Chief Officer: Corporate Affairs, Executive Director:

Finance Vodacom South Africa, Chief Operating Officer:

International Business, Chief Technology Officer, Chief Officer: Legal

and Regulatory, Chief Officer: Strategy and New Business, Chief

Officer: Consumer Business Unit, Chief Officer: Customer Operations

and Chief Officer: Enterprise Business Unit.

The committee is responsible for managing the Group’s operations,

developing strategy and policy proposals for the Board’s

consideration, and implementing the Board’s directives. It has a

properly constituted mandate and terms of reference.

The committee’s other responsibilities include:

leading executives, management and employees;

developing the annual budget and business plans for the Board’s

approval; and

developing, implementing and monitoring policies and

procedures, internal controls, governance, risk management,

ethics and authority levels.

Audit, Risk and Compliance Committee

Current members:

DH Brown (Chairman), BP Mabelane,

PJ Moleketi.

Further details of the activities of the Audit, Risk

and Compliance Committee can be found in its

standalone report in the audited annual financial

statements at

www.vodacom.com

vodacom

Abridged corporate governance report

continued

Vodacom Group Limited

Integrated report for the year ended 31 March 2016