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Remuneration Committee
Current members:
TM Mokgosi-Mwantembe (Chairman),
DH Brown, RAW Schellekens, S Timuray.
The Remuneration Committee, in consultation with executive
management, ensures that the Group’s directors and senior
executives are fairly rewarded for their individual contributions
to overall performance and in line with Vodacom’s
remuneration policy.
The membership of the Remuneration Committee does not comply
fully with King III or the JSE Listings Requirements, which advocate a
majority of independent non-executive directors. Of the non-
executive directors on the committee, only half are independent.
Thoko Mokgosi-Mwantembe, the Chairman of the committee, and
David Brown are independent non-executive directors. The Board is
satisfied that Vodafone’s representation on this committee is
appropriate given the valuable contribution of the Vodafone
directors. Serpil Timuray, who is the Vodafone Regional CEO for
Africa, Middle East and Asia Pacific, has oversight over Vodacom, and
Ronald Schellekens is the Vodafone Human Resources Director. To
address non-compliance with the JSE Listings Requirements, it was
agreed with the JSE that the Chairman of the committee would
have a casting vote in the event of any deadlock or dispute that
could arise. The mandate of the committee was revised accordingly.
In the year, the Remuneration Committee met five times with
attendance as follows:
Name of
director
13 May
2015
22 Feb
2015
Telecon
8 Sep
2015
3 Dec
2016
9 Mar
2016
TM Mokgosi-
Mwantembe
RAW
Schellekens
DH Brown
S Timuray
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More detail on the activities of the Remuneration Committee can be
found in the remuneration report.
Nomination Committee
Current members:
MP Moyo (Chairman), TM Mokgosi-Mwantembe,
RAW Schellekens, S Timuray.
The Nomination Committee’s duties include identifying and
evaluating suitable potential candidates for appointment to the
Board, as well as candidates for the position of Chief Executive
Officer and Chief Financial Officer. The authority to appoint directors
remains a function of the Board. The committee also makes
recommendations on the composition of the Board in terms of the
mix of skills, size and the number of committees required, and it
reviews and approves executive succession.
The membership of the Nomination Committee does not comply
fully with King III or the JSE Listings Requirements, which advocate
a majority of independent non-executive directors. Of the non-
executive directors on the committee, only half are independent.
Peter Moyo, the Chairman of the committee, and Thoko Mokgosi-
Mwantembe are independent non-executive directors. The Board is
satisfied that Vodafone’s representation on this committee is
appropriate given the valuable contribution of the Vodafone
directors. Serpil Timuray, who is the Vodafone Regional CEO for
Africa, Middle East and Asia Pacific, has oversight over Vodacom, and
Ronald Schellekens is the Vodafone Human Resources Director.
To address non-compliance with the JSE Listings Requirements, it
was agreed with the JSE that the Chairman of the committee would
have a casting vote in the event of any deadlock or dispute that
could arise. The mandate of the committee was revised accordingly.
In the year, the Nomination Committee met five times with
attendance as follows:
Name of
director
13 May
2015
22 Jul
2015
Telecon
8 Sep
2015
3 Dec
2016
9 Mar
2016
MP Moyo
TM Mokgosi-
Mwantembe
RAW
Schellekens
S Timuray
The committee’s key focus areas during the year included:
À
À
succession planning in respect of the senior leadership team;
À
À
identifying and evaluating candidates for the position of Chief
Financial Officer, Chief Operating Officer: International Business
and Chief Officer : Consumer Business Unit, Managing Director
of Vodacom Tanzania and Managing Director of Vodacom
Lesotho; and
À
À
identifying and evaluating suitable candidates for appointment
to the Board. The authority to appoint directors remains a
function of the Board.
Our performance
Our business
Governance review
Administration
Overview
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