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Board of directors

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 charter details the responsibilities of the Board, which include:

  • Oversight of the Group’s strategic direction;
  • Approving major capital projects, acquisitions or divestments;
  • Exercising objective judgement on the Group’s business affairs, independent from management;
  • Ensuring that appropriate governance structures, policies and procedures are in place;
  • Ensuring the effectiveness of the Group’s internal controls;
  • Reviewing and evaluating the Group’s risks;
  • Approving the annual budget and operating plan;
  • Approving the annual and interim financial results and shareholder communications;
  • Approving the senior management structure, responsibilities and succession plans; and
  • Information and technology governance.

Board of directors

  • Chairman of the
    Nomination Committee
  • Member of the
    Social and Ethics Committee

Sakumzi (Saki) Justice Macozoma
(65)

Independent non-executive chairman

Qualifications: (BA from the University of South Africa (Unisa))


Mr Sakumzi (Saki) Macozoma is a prominent businessman in South Africa. He is the chairman of Safika Holdings and Tshipi é Ntle and Ntsimbintle Mining. Saki is a former board member of Volkswagen South Africa, a former chairman of Liberty Life Holdings and deputy chairman of the Standard Bank Group. He is the past president of Business Leadership South Africa. He is the former Chairman of the Presidents Big Business Working Group, Business Leadership South Africa, Business Trust, SA Tourism, Council of Wits University and Council on Higher Education. Saki is a former member of the B20, the business section of the G20, Global Leader for Tomorrow of the World Economic Forum (1997) and Patron of the Boy Scouts of South Africa and the Key School of Autism. He is also a former managing director of Transnet, former chairman of the MTN Group and the Parliamentary Portfolio Committee for Communications. In 2012 he was recognised for his work in civil society where Unisa bestowed on him the Calabash award for his fight against oppression during the apartheid regime. The Calabash award is one of the highest honours that could be bestowed on an individual by Unisa. Saki was appointed to the Vodacom Group Board in July 2017 and appointed chairman in July 2020.

  • Chairman of the Vodacom Group Executive Committee and Vodacom (Proprietary) Limited
  • Member of the Social and Ethics Committee

Mohamed Shameel Aziz Joosub
(51)

Chief Executive Officer and executive director of Vodacom Group

Qualifications: Bachelor of Accounting Science (Honours) (Unisa) and MBA (Southern Queensland University, Australia), Associated General Accountant and Commercial and Financial Accountant (SA), Advanced Management Programme from Harvard University.


Shameel joined Vodacom in 1994 and currently serves as Chief Executive Officer at Vodacom Group Limited, a position he has held since 2012. He has extensive telco experience having operated at a senior level in various companies across the group for the last 22 years, including Managing Director at Vodacom South Africa and Chief Executive Officer at Vodafone Spain. Shameel holds board positions at Vodacom Group Limited, Safaricom Plc, and a number of subsidiary boards across the group. Shameel served on the Vodacom Group Board from 2000 until March 2011, when he was seconded to Spain. He was re-appointed to the Vodacom Group Board in September 2012 after his return from Spain. Shameel also sits on the board of Business Leadership South Africa. He was appointed to the Vodafone Group Exco in April 2020.

  • Member of the
    Vodacom Group Executive Committee

Raisibe Morathi
(52)

Chief Financial Officer and executive director of Vodacom Group

Qualifications: CA (SA), Advanced Management Programme (INSEAD), H. Dip Tax, M.Phil


Raisibe serves as Chief Financial Officer of Vodacom Group with effect from 1 November 2020. She joined Vodacom from Nedbank Group Limited where she was the Group Chief Financial Officer since September 2009. Raisibe has spent over 26 years in the financial services industry in South Africa and has acquired experience in banking and insurance. Raisibe has previously served as an executive director of Sanlam Limited and prior to that an executive of the Industrial Development Corporation. Her experience spans Investment Banking, Private Equity, Corporate Lending and Insurance. In her career she also served in various boards of listed and non-listed companies in her executive capacity or a shareholder representative. She has extensive experience in audit committees where her experience includes serving as a member of the committee or chairperson.

  • Chairman of the Social and Ethics Committee
  • Member of the Audit, Risk and Compliance Committee
  • Member of the Nomination Committee

Khumo Lesego Shuenyane
(51)

Lead Independent non- executive director

Qualifications: B. Econ (Birmingham University), CA (England & Wales)


Khumo has served as an independent non-executive director of Investec Limited and Investec Plc (together 'Investec Group'), and several companies within the Investec Group, since 2014. He was appointed chairman of Investec Bank Limited, Investec Group’s South African banking subsidiary, in 2018. In 2021 Khumo also serves as a non-executive director on the board of Ninety One Limited and Ninety One Plc (together 'Ninety One Group').

He has over a decade of experience in the telecoms industry. This comprises six years from 2007 as Group Chief Mergers & Acquisitions Officer for MTN Group Limited and member of its Group Executive Committee, and six years subsequent to that in various capacities with Delta Partners, a global advisory firm headquartered in Dubai and focused on the telecoms, media and technology sectors.

Khumo was previously with Investec Bank for nine years, serving as head of Principal Investments for three years and a member of Investec’s corporate finance team before that. Prior to joining Investec in 1998, Khumo worked for Arthur Andersen in Birmingham, UK and in Johannesburg for six years from 1992. He qualified as a member of the Institute of Chartered Accountants in England & Wales in 1995. Khumo was appointed to the Vodacom Group Board in July 2020.

  • Chairman of the Remuneration Committee
  • Member of the Nomination Committee

Phuthi Mahanyele-Dabengwa
(51)

Independent non-executive director

Qualifications:(BA (Economics), MBA)


Phuthi Mahanyele-Dabengwa is the CEO-SA of Naspers South Africa Limited. Prior to joining Naspers, she was the co-founder and Executive Chairperson of Sigma Capital (Pty) Ltd. Phuthi is the former CEO of Shanduka Group and prior to that, she was the Head of the Project Finance South Africa business unit at the Development Bank of Southern Africa. Phuthi is a former Vice President of Fieldstone, an international firm specialising in the financing of infrastructure assets. She is currently on the advisory board of Stellenbosch University Business School. She is serves on the Deputy Chair of the board of the Cyril Ramaphosa Foundation. She is also a member of the South Africa BRICS Business Council as well as the United Nations Global Compact, SA. She serves on the advisory board of Stellenbosch University Business School. and was previously on the boards of Discovery Insure and Gold Fields. She is also a former director of Vodacom having served on the board from May 2009 to September 2011. Phuthi was re-appointed to the Vodacom Group Board in January 2019.

  • Member of the Audit, Risk and Compliance Committee
  • Member of the Social and Ethics Committee

Nomkhita Cylda Nqweni
(47)

Independent non-executive director

Qualifications: BSc, Postgraduate Diploma (Investment Management), Advanced Management Programme, Harvard Business School


Nomkhita is an independent non executive director. She has more than 25 years financial services, asset management and insurance expertise and is the former chief executive of Wealth, investment management and insurance (Africa) at Absa Group Limited. As part of this role, she served as Managing Director and lead for Africa on the Barclays Wealth EMEA Exco responsible for teams in London and Geneva. Prior to joining Absa, she was managing director of Alexander Forbes Financial Services Holdings Limited (Africa).

She has served South Africa as the inaugural CEO of the Solidarity Fund, a rapid response relief partnership to strengthen resilience during COVID 19 and currently also serves as an Independent Non Executive Director of Old Mutual Limited.Having been an executive in regulated entities, she has experience as executive director across various entities within Absa Group Limited and Alexander Forbes Limited. In 2018 she was recognised as the CNBC All Africa Business Woman of the Year.

  • Chairman of the Audit, Risk and Compliance Committee and considered as a financial expert for purposes of this committee
  • Member of the Remuneration Committee

Clive Bradney Thomson
(55)

Independent non-executive director

Qualifications: BCom Hons, MPhil, CA(SA)


Clive is an independent non-executive director of Woolworths Holdings Limited and Chairman of their Audit and Treasury Committees, and an independent non-executive director of ADvTECH Limited where he chairs the Investment Committee. He is also a non-executive director of the unlisted Caterpillar equipment dealer, Borusan Makina, headquartered in Turkey.

Clive has over 20 years’ experience in senior leadership and executive roles. He served as Chief Executive Officer of the industrial multinational, Barloworld Limited, for approximately 10 years and, prior to that, as group Finance Director for close to four years. Clive also served as Chief Executive Officer of Barloworld Equipment where he was responsible for leading the Caterpillar equipment businesses in Southern Africa, Russia and Iberia.

Clive was formerly a partner at Deloitte, responsible for audit client services in addition to serving in accounting technical advisory and education portfolios. He was appointed to the Vodacom Group Board in April 2020.

Sunil Sood
(61)

Non-executive director

Qualifications: is an alumnus of Harvard Business School, and a distinguished alumni awardee of Indian Institute of Management -Calcutta (MBA) and Indian Institute of Technology – Delhi (B-Tech).


Sunil is the Director on the board of Vodafone Group’s India unit joint venture-Vodafone Idea (Vi) and Vodacom Group. He was the Group Commercial Director, AMAP and Group M-Pesa Financial Services Director of Vodafone Plc from Sept 2018 to Sept 2020. In that capacity he managed the Commercial Operations and Strategy as well as the Innovation and Transformation projects for the Africa, Middle East, Asia & Pacific Region and as Director - Financial Services, his purpose was to transform the business from a meagre mobile phone-based money transfer service to a digital, future fit FinTech Platform. He started his telecom journey with Vodafone in the summer of 2000 and over the years has held several senior positions including MD & CEO for Vodafone India Ltd. From April 2015 to August 2018. Sunil began his career in the FMCG industry in various roles across India and other emerging markets in Africa and South East Asia, including the role of CEO of PepsiCo in Bangladesh. His career and experience gained in FMCG, Telecommunications & Fin-Tech extends over 35 years. He was the past Director of Indus Towers and Safaricom-Kenya. Sunil was appointed to the Vodacom Group Board in July 2018.

Pierre Klotz
(46)

Non-executive director

Qualifications: MSc Bus Administration


Pierre is the Vodafone Group Plc Group Corporate Finance Director. He joined Vodafone in July 2011 and is responsible for the Vodafone Group’s Mergers & Acquisitions and Treasury related activities. Previously, he held a number of senior executive positions at UBS Investment Bank and at HSBC Investment Bank. He holds a Master of Science in Business Administration from Gothenburg School of Economics and Commercial Law. Pierre was appointed to the Vodacom Group Board in April 2020. He is also a non-executive director of TPG Telecom Limited.

Anna Dimitrova
(46)

Non-executive director

Qualifications: MBA from Friedrich-Alexander University in Erlangen-Nuremberg and a Diploma of Management from the Henley Management College in the United Kingdom.


Anna has more than 20 years of experience in Vodafone, having started her career in 2001 in the marketing department of Vodafone Germany. Anna has held various management positions in the Consumer, Enterprise and Finance business units of Vodafone Germany, assuming responsibility for Finance Enterprise and Enterprise Marketing in 2011. From 2012 to 2014, she held the position of Chief Financial Officer of Vodafone Czech Republic. Subsequently, Anna returned to Vodafone Germany where she held senior roles including Managing Director, Finance and Strategy. During this time, Anna successfully led the integrations of Vodafone Kabel Deutschland and the former Unitymedia companies. She has extensive experience in finance, M&A, integration, corporate development, strategy formulation, operational excellence and product development.

Anna is the chairperson of Tonies SE, a connected audio platform for children and which is listed on the Frankfurt stock exchange. She is also a member of the University Council of the Cologne University of Applied Sciences. Anna is presently the Chief Strategy and Transformation Officer at Vodafone Germany and with effect from 1 November 2022, will assume the role of Group Financial Controller for Vodafone Group Plc. Anna was appointed to the Vodacom Group Board in September 2022.

John William Lorimer Otty
(58)

Non-executive director

Qualifications: (MA Electronic Engineering) (ACA)


John is the Vodafone Group Financial Controller. He joined Vodafone in December 1992 and has held a number of senior executive positions in Vodafone including that of group technology financial director, interim CFO of Vodafone India, Vodafone plc group internal audit director and CFO for Africa, Middle East and Asia Pacific region. He was appointed to the Vodacom Group Board in September 2012.

  • Member of the Remuneration Committee
  • Member of the Nomination Committee
  • Member of the Social and Ethics Committee

Leanne Wood
(49)

Non-executive director

Qualifications: MBA from INSEAD and a Master of Arts from the University of Cambridge


Leanne joined Vodafone as Chief Human Resources Officer and a member of the Executive Committee on 1 April 2019. She is responsible for leading Vodafone’s people and organisation strategy which includes developing strong talent and leadership, effective organisations, strategic capabilities and an engaging culture and work environment. Leanne was the Chief People, Strategy and Corporate Affairs Officer for Burberry Plc from 2015. Prior to that she worked for Diageo Plc for 15 years in a variety of roles, latterly as their Group HR Director. She has also worked in strategy and finance for Allied Domecq Plc, LEK Consulting and United Distillers. Leanne is currently a non-executive director and member of the nomination, remuneration and audit committees at The Go-Ahead Group Plc. Leanne was appointed to the Vodacom Group Board in July 2019.

  • Member of the Remuneration Committee and the Nomination Committee

Francesco Bianco
(50)

Alternate non-executive director (to Ms Leanne Wood)

Qualifications: Bachelors’ degree in Law


Francesco Bianco has had a vast career in HR, spanning over 15 years. Francesco, originally joined Vodafone Italy in 2000 and has extended his career portfolio internationally in other Human Resources Director roles including Human Resources Director in Vodafone Ireland before moving to the Netherlands as Human Resources and Property Director in 2011. He then continued his career within Vodafone Group after the acquisition of Cable & Wireless Worldwide (CWW) as Human Resources Director, CWW.

Francesco was subsequently appointed as Human Resources Director for Vodafone Group Technology in May 2013. He became Human Resources Director for Europe Cluster in 2015 where he has significantly strengthened capability across the Europe cluster markets, driven the digital strategy agenda and progressed the gender and LGBT+ inclusion strategies. Effective, 1st June 2018, Francesco was appointed Human Resources Director, Africa, Middle East, Asia Pacific. On 1st November 2019, Francesco was appointed Global Leadership, Talent, Capabilities & Organisation Development Director. Francesco holds a Bachelors’ Degree in Law from Padova University and a Business Strategy Executive Program with Maastricht University. Francesco was appointed to the Vodacom Group Board as an alternate director to Mr Michael Joseph in January 2019 and also appointed as an alternate director to Ms Leanne Wood in July 2019.

Overview of Board structure

The King IV report on Corporate Governance for South Africa 2016 was released on 1 November 2016. King IV 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:

  • Ethical culture;
  • Good performance;
  • Effective control; and
  • Legitimacy

The application of King IV is on an apply and explain basis and while the effective date for disclosure on the application of King IV is only in respect of financial years starting on or after 1 April 2017, the practices underpinning the principles so espoused in King IV are entrenched in many of the Group’s internal controls, policies and procedures governing corporate conduct. From a materiality point of view, the Board is satisfied that in the main, Vodacom has applied the principles so set out in King IV.

The Vodacom Group’s corporate governance structure as at 31 March 2022 is as follows:

Nomination Committee

Members:
Sakumzi (Saki) Justice Macozoma
Khumo Lesego Shuenyane
Phuthi Mahanyele-Dabengwa
Francesco Bianco
Leanne Wood

The duties of this committee include:

Identifying and evaluating

  • suitable potential candidates for appointment to the Board; and
  • candidates for the position of Chief Executive and Chief Financial Officer;

Making recommendations

  • on the composition of the Board in terms of the mix skills, size of the Board and the number of committees required; and

Reviewing and approving

  • executive succession.
Download governance report - PDF 7MB

Remuneration Committee

Members:
Phuthi Mahanyele-Dabengwa
Clive Thomson
Francesco Bianco
Leanne Wood

The duties of this Committee include:
  • Determine, agree and develop Vodacom's remuneration policy and philosophy;
  • Determine and agree the remuneration and overall compensation package for the CEO, CFO, executive directors and prescribed officers;
  • Ensure that competitive reward strategies and programmes are in place to facilitate the recruitment, motivation and retention of high-performance staff at all levels in support of realising corporate objectives and to safeguard stakeholder interests;
  • Review and recommend to the Board the relevant criteria necessary to measure the performance of executives;
  • Ensure compliance with applicable laws and codes; and
  • Regularly monitor the application of the Group's remuneration policy to ensure it is appropriate, fair and reasonable from both an internal business perspective, as well as an external market perspective.
Download remuneration report - PDF 1MB

Social and Ethics Committee

Members:
Khumo Shuenyane
Sakumzi (Saki) Justice Macozoma
Mohamed Shameel Aziz Joosub
Nomkhita Nqweni
Leanne Wood

This committee's responsibilities include:

Overseeing and monitoring Vodacom's activities in relation to:

  • social and economic development including the principles of the United Nations Global Compact;
  • Broad-based Black Economic Empowerment;
  • Employment Equity;
  • the Organisation for Economic Cooperation and Development's recommendations on corruption;
  • good corporate citizenship which includes promotion of equality;
  • prevention of unfair discrimination;
  • corporate social responsibility;
  • ethical behaviour; and
  • managing environmental impacts.
Download sustainability report - PDF 10MB

Audit, Risk and Compliance Committee

Members:
Clive Thomson( Chairman)
Khumo Shuenyane
Nomkhita Nqweni

The ARC Committee's responsibilities include the following:

The Group's Audit, Risk and Compliance Committee (ARC Committee) operates within a Board approved mandate and terms of reference. In line with the Companies Act of 2008, as amended, the members of the Committee were appointed at the annual general meeting that was held on Monday 18 July 2022.

The ARC Committee's responsibilities include the following:

  • Reviewing the Group's consolidated interim results, preliminary results, integrated report and annual financial statements;
  • Monitoring compliance with statutory and the JSE Listings Requirements;
  • Reporting to the Board on the quality and acceptability of the Group's accounting policies and practices, including, without limitation, critical accounting policies and practices;
  • Providing oversight of the integrated reporting process;
  • Considering the appointment and/or termination of the external auditors, including their audit fee, independence and objectivity and determining the nature and extent of any non-audit services;
  • Approving the internal audit plan for the year;
  • Receiving and dealing appropriately with any complaints, internally and externally, relating either to the accounting practices and internal audit or to the content or auditing of all entities within the Group's annual financial statements or related matters;
  • Reviewing and monitoring the management and reporting of tax-related matters;
  • Monitoring the risk management function and processes and assessing the Group's most significant risks;
  • Monitoring the technology governance framework and associated risks; and
  • Monitoring the effectiveness of the processes to create awareness and develop an understanding of relevant legislation and regulation to ensure compliance by management.
Download Report of the Audit, Risk and Compliance Committee
102KB