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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
  • Chairman of the
    Social and Ethics Committee

Sakumzi (Saki) Justice Macozoma
(63)

Independant 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 and a director at Volkswagen South Africa. Saki is 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 SCOUTS South Africa and the Key School of Autism. He is also is 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 & Vodacom (Pty) Limited
  • Member of the Social and Ethics Committee

Mohamed Shameel Aziz Joosub
(49)

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)


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 Executive Committee in April 2020.

  • Member of the
    Vodacom Group Executive Committee
  • Non-executive Director
    of Vodacom SA

Raisibe Kgomaraga Morathi
(51)

Chief Financial Officer and executive director of Vodacom Group

Qualifications: Chartered Accountant (SA), Advanced Management Programme INSEAD (France) and H. Dip Tax (Wits)


Raisibe was appointed as the Chief Financial Officer and Executive Director of Vodacom Group with effect from 1 November 2020. She joined Vodacom from the Nedbank Group where she had been the Group Chief Financial Officer since September 2009. She has a cumulative 26 years’ experience in Financial Services in various large corporates in South Africa, including Nedbank Group, Sanlam Group and the Industrial Development Corporation.

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

David Hugh Brown
(57)

Lead Independent non-executive director

Qualifications: BCom, CTA (UCT), CA (SA)


David was appointed as CEO of MC Mining Limited (previously Coal of Africa) effective from February 2014. He was previously the non-executive chairman from August 2012 and then the executive chairman. He is also currently a 
non-executive director of the Northam Platinum Limited board, as well as chairman of the Investment Committee and member of the Audit and Risk Committee. In addition he was appointed to the Resilient REIT Limited board effective August 2018. He is the Chairman of the Audit and Risk Committee as well as member of the Remuneration and Investment Committees. David served as a member of the Accenture South Africa advisory board from 2012 until the end of 2018 .He is a former non-executive director of Edcon Holdings Limited as well as the former chairman of the Edcon Audit and Risk Committee. He is the former CEO of Impala Platinum Holdings Limited (Implats) and was chairman of Impala Platinum Limited and Zimplats Holdings Limited, the two major operating subsidiaries within the Implats Group. David was CEO from 2006 to 2012 and before that he served as chief financial officer from 1999. Prior to that, David worked in the Information Technology sector for four years and for the ExxonMobil Corporation in Europe for five years. He served his articles with EY. David was appointed to the Vodacom Group Board in January 2012.

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

Phuthi Mahanyele-Debengwa
(49)

Independent non-executive director

Qualifications:(BA (Economics), MBA)


Phuthi Mahanyele-Dabengwa is the CEO of Naspers South Africa and Executive Chairperson of Sigma Capital. 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 and currently an independent non-executive director on the boards of Comair, Goldfields and Discovery Insure. 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

Khumo Shuenyane
(49)

Independent non-executive director

Qualifications: BEcon (Birmingham University), CA (England and 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.

He has over a decade of experience in the telecoms industry. This comprises six years from 2007 as Group Chief Mergers and 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 and Wales in 1995. Khumo was appointed to the Vodacom Group Board in July 2020.

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

Vivek Badrinath
(50)

Non-executive director

Qualifications: Engineering degrees from Ecole Polytechnique and Telecom ParisTech (France), Degree in Statistics


Vivek Badrinath joined Vodafone and the Executive Committee as CEO of AMAP in October 2016. He is responsible for Vodafone’s operations in the Vodacom Group, India, Australia, Egypt, Ghana, Kenya and New Zealand. Prior to that, he was the Deputy Chief Executive at the international hospitality group AccorHotels where he was responsible for marketing, digital solutions, distribution and information systems. He was previously Deputy Chief Executive with Orange and has a long career in telecommunications and technology. Prior roles include Executive Director responsible for Orange's Business Services division, leadership of Orange's global networks and operators division and Chief Technology Officer for Orange's mobile activities. Vivek was appointed to the Vodacom Group Board in December 2016. Vivek is a member of the Board of GSMA and Chairman of the GSMA Policy Group, he is also a non-executive director of Atos.

John William Lorimer Otty
(56)

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.

Sunil Sood
(59)

Non-executive director

Qualifications: (B.Tech, MBA)


Sunil Sood is the Group Commercial Director, AMAP and Group M-Pesa Director of Vodafone Group since 1 September 2018. Sunil began his career in the FMCG industry in various roles across India and emerging markets in Africa and South East Asia, including the role of CEO of Pepsico in Bangladesh. He started his telecom journey with Vodafone in the summer of 2000, then Hutch, as Vice President, Sales and Marketing, Delhi. Over the years, he has held several senior positions including Business Head of key circles, Director – Business Operations and as the Chief Operating Officer (COO), he then took over as the MD and CEO for Vodafone India Limited from April 2015 to August 2018, before taking over as the Group Commercial Director – AMAP and M-Pesa for Vodafone Group. In addition to his responsibilities at Vodafone, Sunil is also the Chairman of the British Business Group (BBG) Mumbai, a confederation of organisations with interests in India and UK. He is also the Chairman of Cellular Operators Association of India (COAI), the industry body for GSM telecom operators in India, a director on the board of Indus Towers, the world’s largest telecom tower company and a member of several prestigious industry bodies/associations/public policy forums. Sunil was appointed to the Vodacom Group Board in July 2018.

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

Leanne Wood
(47)

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.

Francesco Bianco
(48)

Alternate non-executive director (to Ms Leanne Wood)

Qualifications: Bachelors’ degree in Law and an MBA


Francesco Bianco 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 and 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, 1 June 2018, Francesco was appointed Human Resources Director, Africa, Middle East, Asia Pacific. On 1 November 2019, Francesco was appointed Global Leadership, Talent, Capabilities and 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.

  • Member of the Audit, Risk and Compliance Committee

Clive Bradney Thomson
(53)

Independent non-executive director

Qualifications: BCom Hons, MPhil ,CA (SA)


Clive is an independent non-executive director of Woolworths Holdings Limited, Chairman of its Audit Committee and Treasury Committee, and a member of its Social and Ethics Committee and Risk and Compliance Committees. He is also a director of the Caterpillar dealer Borusan Makina.

Clive has over 20 years’ experience in senior leadership and executive roles. He served as Chief Executive Officer of Barloworld Limited (Barloworld) for approximately 10 years and as Group Finance Director for close to four years. Prior to his group Chief Executive Officer role, Clive was Chief Executive Officer of Barloworld Equipment where he was responsible for leading the Caterpillar equipment businesses in southern Africa, Russia and Iberia, and was Finance Director of Barloworld Coatings for five years.

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

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

Nomkhita Nqweni
(45)

Alternate independent non-executive director (to Ms Phuthi Mahanyele-Dabengwa)

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


Nomkhita is the former Chief Executive: Wealth and Investment Management and Insurance (Africa) for the Absa Group and former managing director of Alexander Forbes Financial Services Holdings Limited. She was previously business development manager at SCMB Asset Management. Nomkhita was appointed to the Vodacom Group Board in April 2020.

Pierre Klotz
(44)

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 and 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

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 2020 is as follows:

Nomination Committee

Members:
Sakumzi (Saki) Justice Macozoma
Phuthi Mahanyele-Dabengwa
Vivek Badrinath
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 integrated report - PDF 427KB

Remuneration Committee

Members:
Phuthi Mahanyele-Dabengwa
David Hugh Brown
Vivek Badrinath
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 integrated report - PDF 1.1MB

Social and Ethics Committee

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

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 integrated report - PDF 8MB

Audit, Risk and Compliance Committee

Members:
David Hugh Brown
Khumo Shuenyane
Clive Bradney Thomson
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 Tuesday 21 July 2019.

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 integrated report - PDF 1.9MB