61 / 98
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
race and gender representation in its membership. Vodacom has
adopted a formalised policy on the promotion of race and gender
diversity at Board level. The Nomination Committee regularly
reviews Board and committee succession to ensure we have the
right skills, continuity and experience for the future. The Board has
an agreed process and policy in place for appointing directors. 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 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:
g
g
Appointment of the CEO and CFO;
g
g
Oversight of the Group’s strategic direction;
g
g
Approving major capital projects, acquisitions or divestments;
g
g
Exercising objective judgement on the Group’s business affairs,
independent frommanagement;
g
g
Ensuring that appropriate governance structures, policies and
procedures are in place;
g
g
Ensuring the effectiveness of the Group’s internal controls;
g
g
Reviewing and evaluating the Group’s risks;
g
g
Approving the annual budget and operating plan;
g
g
Approving the annual and interim financial results and
shareholder communications;
g
g
Approving the senior management structure, responsibilities and
succession plans; and
g
g
Information and technology governance.
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.
Mr Jabu Moleketi was appointed as Chairman of the Company with
effect from Wednesday 19 July 2017. His re-election as Chairman
of the Board will be considered at the July 2018 meeting.
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 an agreed
procedure.
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. Two special Board
meetings were convened during the year.
57
Our business
Our performance
Our governance
Administration