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Our business
Operating context
Delivering on our strategy
Our governance structure
Administration
directors. The Board is satisfied that Vodafone’s representation
on this committee is appropriate given the valuable contribution
of the Vodafone directors. Vivek Badrinath, 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. Both provide useful insights
to the performance of the Chief Executive Officer and senior
management. This assists with the evaluation of performance
for reward purposes. 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.
The Chief Executive Officer and Chief Human Resources Officer
attend the meeting by invitation. The committee is satisfied that
it has fulfilled its responsibilities in accordance with its terms
of reference for the reporting period.
In the year, the Remuneration Committee met four times with
attendance as follows:
Name of director
6 May
2016
20 Jul
2016
4 Nov
2016
30 Mar
2017
TM Mokgosi-Mwantembe
ü ü ü ü
V Badrinath
1
ü
DH Brown
ü ü ü
X
†
RAW Schellekens
ü ü ü ü
S Timuray
2
ü ü ü
Notes:
1. V Badrinath appointed 8 December 2016.
2. S Timuray resigned 8 December 2016.
† Mr Brown was absent due to illness.
More detail on the activities of the Remuneration Committee
can be found in the
remuneration report
Nomination Committee
Current members: MP Moyo (Chairman), V Badrinath,
TM Mokgosi-Mwantembe, RAW Schellekens.
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 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. 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. Vivek Badrinath, 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. As mentioned earlier, both provide useful
insights to the performance of the Chief Executive Officer and
other senior management. This assists with the review of the
succession plans for management. 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. The committee is satisfied
that it has fulfilled its responsibilities in accordance with its terms
of reference for the reporting period.
In the year, the Nomination Committee met four times with
attendance as follows:
Name of director
6 May
2016
20 Jul
2016
26 Oct
2016
30 Mar
2017
MP Moyo
ü ü ü ü
V Badrinath
1
ü
TM Mokgosi-Mwantembe
ü ü ü ü
RAW Schellekens
ü ü ü ü
S Timuray
2
ü ü ü
Notes:
1. V Badrinath appointed 8 December 2016.
2. S Timuray resigned 8 December 2016.
The committee’s key focus areas during the year included:
g
g
Succession planning in respect of the senior leadership team;
g
g
Reviewing the composition and mix of skills of the Board;
g
g
Evaluating candidates for the positions of Chief Officer:
Corporate Affairs, Chief Officer: Strategy and New Business
and Chief Officer: Consumer Sales and Distribution;
g
g
Board evaluation more fully reported below;
g
g
Evaluating a list of candidates for the roles of independent
directors for Vodacom Tanzania;
g
g
Discussion around the appointment of a lead independent
director (per King IV); and
g
g
Updating the committee charter to accommodate King IV.
Social and Ethics Committee
Current members: PJ Moleketi (Chairman), MP Moyo,
RAW Schellekens, MS Aziz Joosub.
There were no changes to the composition of the
Social and Ethics Committee during the year. Key executives
attend meetings by invitation but have no vote, including the
Chief Risk Officer, Group Company Secretary (Ethics Officer),
Chief Human Resources Officer, Chief Officer: Corporate Affairs,
Chief Officer: Legal and Regulatory, Chief Officer: Strategy and
New Business and Chief Officer: Commercial Operations.