Vodacom Integrated Report 2018

63 / 98

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 meetings 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
five times with attendance as follows:
Name of director
9 May
2017
5 Sep
2017
9 Nov
2017
1 Feb
2018
Special
28 Mar
2018
TM Mokgosi-Mwantembe ü ü ü ü ü
V Badrinath ü ü ü ü ü
DH Brown ü ü ü ü ü
RAW Schellekens ü ü ü ü ü
For details of the activities of the Remuneration Committee, which can
be found in the Remuneration report, go to
Nomination Committee
Current members: PJ Moleketi (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. Jabu Moleketi, 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
9 May
2017
5 Sep
2017
9 Nov
2017
28 Mar
2018
PJ Moleketi1 ü ü ü
V Badrinath ü ü ü ü
TM Mokgosi-Mwantembe ü ü ü ü
MP Moyo2 ü
RAW Schellekens ü ü ü ü
Notes:
1. PJ Moleketi appointed as Chairman on 19 July 2017.
2. MP Moyo retired on 18 July 2017.
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 Chairman, annual
review of the independence of directors, Lead independent
director, Chief Operating Officer: International Business;
Chief Officer: Commercial Operations and Chief Officer:
Vodacom Business;
g g Appointing a Lead independent director (per King IV); and
g g Updating the committee charter to accommodate King IV.
Social and Ethics Committee
Current members: SJ Macozoma (Chairman), PJ Moleketi,
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.
As required by the 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.
59
Our business Our performance Our governance Administration