Vodacom Integrated Report 2018

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Name of director
12 May
2017
14 June
2017
Special
19 July
2017
Telecon
24 Aug
2017
Special
28 Sep
2017
10 Nov
2017
Telecon
7 Dec
2017
30 Jan
2018
Telecon
29 March
2018
PJ Moleketi1 ü ü ü ü ü ü ü ü ü
MS Aziz Joosub ü ü ü ü ü ü ü ü ü
V Badrinath ü ü ü ü ü ü ü ü ü
DH Brown ü ü ü ü ü ü ü ü ü
M Joseph ü ü ü ü ü ü ü ü ü
BP Mabelane ü ü ü ü û ü ü ü ü
SJ Macozoma2 ü ü ü ü ü ü ü
TM Mokgosi-Mwantembe ü ü ü ü ü ü ü ü ü
MP Moyo3 ü ü
M Pieters ü ü ü ü ü ü ü ü ü
RAW Schellekens ü ü ü ü ü ü ü ü ü
JWL Otty ü ü ü ü ü ü ü ü ü
T Streichert ü ü ü ü ü ü ü ü ü
Notes:
1. PJ Moleketi appointed as Chairman on 19 July 2017.
2. SJ Macozoma appointed 19 July 2017.
3. MP Moyo retired on 18 July 2017.
The table below records the attendance of directors at Board meetings for the year:
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, King IV, the Listings Requirements of the JSE Limited
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: Vodacom Business.
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,
SJ Macozoma
For details of the activities of the Audit, Risk and Compliance Committee,
which can be found in its standalone report in the consolidated annual
financial statements go to
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
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 the senior
management. This assists with the evaluation of performance for
reward purposes. To address non-compliance with the JSE Listings
Corporate governance report continued
58 Vodacom Group Limited Integrated report for the year ended 31 March 2018