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Our business
Operating context
Delivering on our strategy
Our governance structure
Administration
Ethical leadership
The Board accepts collective responsibility for defining how
ethics and ethical behaviour should be implemented in Vodacom.
This includes setting out the conduct of individual Board
members, to ensure that they act with integrity, competence,
responsibility, accountability, fairness and transparency. These
characteristics set the tone from the top to support an ethical
culture within Vodacom.
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. King IV recommends
that the governing body (Board) should comprise the appropriate
balance of knowledge, skills, experience, diversity and
independence for it to discharge its governance role and
responsibilities objectively and effectively. The Board is satisfied
that the balance of knowledge, skills, experience, and diversity
on the Board is sufficient and does not require additional
independent voices. The Board acknowledges the requirement
for gender diversity policy with targets for race and gender
representation in its membership. Vodacom has adopted a
formalised policy on the promotion of gender diversity at Board
level. The Board is also in the process of establishing a succession
plan for its membership which would include the identification,
mentorship and development of future candidates. The Board has
evaluated the performance of the Chief Executive Officer through
the Nomination Committee and is satisfied with the outcome of
the evaluation. The Board has delegated to the Chief Executive
Officer to oversee that the key management functions are headed
by individuals with the necessary competence and authority and
adequate resources.
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.
The Board charter details the responsibilities of the Board,
which include:
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Oversight of the Group’s strategic direction;
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Approving major capital projects, acquisitions or divestments;
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Exercising objective judgement on the Group’s business affairs,
independent frommanagement;
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Ensuring that appropriate governance structures, policies
and procedures are in place;
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Ensuring the effectiveness of the Group’s internal controls;
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Reviewing and evaluating the Group’s risks;
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Approving the annual budget and operating plan;
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Approving the annual and interim financial results and
shareholder communications;
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Approving the senior management structure, responsibilities
and succession plans; and
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Information and technology governance.
In March 2017, the Board charter was updated to include
elements of King IV.
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 annually. The Board is comfortable that the
Chairman is able to perform the duties of this office effectively.
While Peter Moyo was re-elected on the anniversary of his
appointment in May 2017, his tenure as director and Chairman
of the Company would terminate at the conclusion of the annual
general meeting convened for Tuesday 18 July 2017. This follows
his recent appointment as CEO of Old Mutual Emerging Markets
on 1 June 2017, which was fully disclosed to shareholders in
a SENS announcement published on 3 April 2017.
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 procedure.