Vodacom Integrated Report 2018

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The Social and Ethics Committee met four times
during the year with attendance as follows:
Name of director
25 April
2017
30 Aug
2017
6 Nov
2017
13 Mar
2017
SJ Macozoma1 ü ü
PJ Moleketi2 ü ü ü ü
MP Moyo3 ü ü ü ü
RAW Schellekens ü ü ü ü
MS Aziz Joosub ü ü ü ü
Notes:
1. SJ Macozoma appointed as Chairman of Committee on 28 September 2017.
2. PJ Moleketi stepped down as Chairman but remained a member on
28 September 2017.
3. MP Moyo retired on 18 July 2017.
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 Maintaining of the progress of the Vodacom ‘Doing what’s Right’
programme;
g g Driving BBBEE in Vodacom South Africa;
g g Maintaining good relations with consumers;
g g Maintaining good relations with employees and achieving
employment equity;
g g Promoting and protecting the environment, health and safety;
g g Preventing and combating bribery and corruption;
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.
For details on the activities of the Social and Ethics Committee, which
can be found in the Report of the Social and Ethics Committee, go to
Board evaluation
To allow sufficient time for the Board to complete all actions
arising from a board evaluation King IV recommends that a board
evaluation be conducted every second year. Certain actions from
Vodacom’s Board evaluation conducted in 2016/2017 are still in
progress. On this basis, Vodacom will conduct its next Board
evaluation in early 2019.
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.
For details of the initiatives and activities for the year, which are more
fully reported on in the Report of the Social and Ethics Committee, go to
Shareholder relations
Vodacom proactively communicates its strategy and activities to
shareholders through a planned investor relations programme
which includes:
g g Formal presentations of annual and interim results;
g g Briefing meetings with major institutional shareholders after the
release of results; and
g g Hosting investor and analyst sessions.
Risk management
Management continuously develops and enhances its risk and control
procedures to improve risk identification, assessment andmonitoring.
The Board considers business risks when setting strategies, approving
budgets andmonitoring progress against budgets.
A division reporting to the Chief Risk Officer assists in identifying,
assessing and recording the risks facing the Group and, where
appropriate, monitors mitigating actions.
Internal control
Management implements appropriate internal controls to provide
reasonable assurance on safeguarding assets, preventing and
detecting errors, the accuracy and completeness of accounting
records, and the reliability of financial statements. Internal audit
provides independent, objective assurance of the system of
internal controls within the Group.
Corporate governance report continued
60 Vodacom Group Limited Integrated report for the year ended 31 March 2018