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Corporate governance structure

The following diagram shows the Group’s governance structures as at 31 March 2018:

Statement of compliance

Vodacom is committed to the highest standards of business integrity,

ethics and professionalism.

The King IV Report on Corporate Governance for South Africa 2016, released on 1 November 2016,

advocates an outcomes-based approach, and defines corporate governance as the exercise of ethical and

effective leadership towards the achievement of the following governance outcomes:

g

g

Ethical culture;

g

g

Good performance;

g

g

Effective control; and

g

g

Legitimacy.

The application of King IV is on an apply and explain basis and the practices underpinning the principles

espoused in King IV are entrenched in many of the Group’s internal controls, policies and procedures

governing corporate conduct. The Board is satisfied that in the main, Vodacom has applied the principles set

out in King IV, the detail of which is set out below and outlined in the King IV principles schedule.

For details of King IV Codes go to

www.vodacom.com

Corporate governance report

BOARD

Board committees

Audit, Risk and Compliance Committee

Executive Committee

Nomination Committee

Remuneration Committee

Social and Ethics Committee

CEO

Executive Committee

Finance

International Business

Technology

Vodacom Business

Consumer Business Unit

Commercial Operations

Corporate Affairs

Legal and Regulatory

Human Resources

Strategy and New Business

Consumer: Sales and Distribution

56

Vodacom Group Limited

Integrated report for the year ended 31 March 2018