Board of directors

Africa

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.

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

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Africa

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.