Vodacom Integrated Report 2017

70 / 102

66 Vodacom Group Limited Integrated report for the year ended 31 March 2017
Abridged corporate governance statement continued
g g Has implemented mechanisms to identify areas of potential
problematic performance before a crisis occurs;
g g Can handle and navigate the most difficult discussions
effectively and take decisions on difficult issues;
g g Has improved its ability to formulate strategy;
g g All committees appear to be working well and are effective; and
g g Should be more proactive regarding succession planning of the
Chairman of the Board, independent directors and the chairman
of the Audit, Risk and Compliance Committee. This is currently
being addressed by the Nomination Committee.
Company Secretary
All directors have access to the advice and services of the Group
Company Secretary, Sandi Linford, who is responsible to the Board
for ensuring compliance with procedures and applicable statutes
and regulations. For the Board to function effectively, all directors
have full and timely access to information that helps them do
their duties properly. This includes corporate announcements,
investor communications and information about developments
that may affect Vodacom and its operations. Directors have full
access to management as required.
The Group Company Secretary is responsible for director training.
The Group Company Secretary and Chief Executive Officer induct
new directors, which includes briefings on their fiduciary and
statutory responsibilities, as well as on the Group’s operations
as required.
Share dealings
Vodacom has a share dealing policy requiring all directors,
senior executives and the Group Company Secretary to
obtain prior written consent from either the Chairman or
Chief Executive Officer to deal in Vodacom Group shares.
The Chairman has to obtain prior written clearance from the
chairman of the Audit, Risk and Compliance Committee.
Closed periods are implemented as per JSE Listings Requirements,
during which the Group’s directors, executives and employees are
not allowed to deal in Vodacom Group shares. Additional closed
periods are enforced should Vodacom be subject to any corporate
activity requiring a cautionary announcement.
Stakeholder relationships
Stakeholder engagement
The Board has delegated to management the responsibility to
deal with stakeholder relationships in a proactive and constructive
manner. There is an approved stakeholder policy in place. The
initiatives and activities for the year are more fully reported in the
Social and Ethics Committee report.
vodacom More detail on the activities of the Social and Ethics Committee
can be found in the Sustainability report.
As required by the South African Companies Act, No 71 of 2008
(as amended) and King IV, this committee oversees and monitors
Vodacom’s activities in relation to:
g g Social and economic development including, the principles
of the United Nations Global Compact, Broad-based Black
Economic Empowerment (BBBEE), Employment Equity and
the Organisation for Economic Co-operation and Development’s
(OECD) recommendations on corruption;
g g Good corporate citizenship which includes promotion
of equality, prevention of unfair discrimination, corporate social
responsibility, ethical behaviour and managing environmental
impacts;
g g Customer relations;
g g Labour and employment, including skills development; and
g g Safety, health and environmental issues.
The Social and Ethics Committee met four times during the year
with attendance as follows:
Name of director
4 May
2016
12 Jul
2016
9 Nov
2016
27 Mar
2017
PJ Moleketi ü ü ü ü
MP Moyo ü ü ü ü
RAW Schellekens ü ü ü ü
MS Aziz Joosub ü ü ü ü
The committee’s key focus areas during the year included:
g g Noting the impact of the South African Government’s National
Integrated ICT Policy White Paper;
g g Driving BBBEE in Vodacom South Africa;
g g Maintaining good relations with customers;
g g Maintaining good relations with employees and achieving
employment equity;
g g Promoting and protecting the environment, health and safety;
preventing and combating bribery and corruption;
g g Promoting the Code of Conduct and driving ethical behaviours;
g g Being a good corporate citizen, particularly our efforts at
protecting and advancing human rights, promoting equality
and preventing unfair discrimination; and
g g Extending the reach and impact of our values and ethics through
our business partners and supply chain.
vodacom More detail on the activities of the Social and Ethics Committee
can be found in the Sustainability report.
Board evaluation
A comprehensive Board evaluation was conducted during the
year, facilitated by an external service provider. Overall consensus
was that the Board is working well, has a good mix of directors and
that there is a high commitment to work in the best interest of
Vodacom. Other conclusions included that the Board: