Vodacom Integrated Report 2017

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64 Vodacom Group Limited Integrated report for the year ended 31 March 2017
Abridged corporate governance statement continued
Board meetings
The Board holds a minimum of four meetings, three teleconferences and a strategy session every year. Special Board meetings are
convened when necessary. One special Board meeting was convened during the year.
The table below records the attendance of directors at Board meetings for the year.
Name of director
6 May
2016
13 May
2016
Telecon
20 July
2016
24 Oct
2016
Special
11 Nov
2016
Telecon
8 Dec
2016
31 Jan
2017
Telecon
30 Mar
2017
MP Moyo ü ü ü ü ü ü ü ü
MS Aziz Joosub ü ü ü X• ü ü ü ü
V Badrinath1 ü ü ü
DH Brown ü ü ü ü ü ü ü X†
M Joseph ü ü ü ü ü ü ü ü
BP Mabelane ü ü ü ü ü ü ü ü
TM Mokgosi-Mwantembe ü ü ü ü ü ü ü ü
PJ Moleketi ü ü ü ü ü ü X ü
JWL Otty ü ü ü ü ü ü ü ü
M Pieters ü ü ü ü ü ü ü ü
RAW Schellekens ü ü ü ü ü ü ü ü
T Streichert ü ü ü ü ü ü ü ü
S Timuray2 ü ü ü ü ü ü
Notes:
1. V Badrinath appointed 8 December 2016.
2. S Timuray resigned 8 December 2016.
• Mr Aziz Joosub was intentionally recused from this meeting.
† Mr Brown was absent due to illness.
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,
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: Consumer Sales
and Distribution, Chief Officer: Commercial 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:
g g Leading executives, management and employees;
g g Developing the strategy of the Group;
g g Developing the annual budget and business plans for the
Board’s approval; and
g g 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.
vodacom
Further details of the activities of the Audit, Risk and
Compliance Committee can be found in its standalone
report in the consolidated annual financial statements.
Remuneration Committee
Current members: TM Mokgosi-Mwantembe (Chairman),
V Badrinath, DH Brown, RAW Schellekens.
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 IV 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