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Governance

Our approach

Code of Conduct

Vodacom has a detailed code of conduct requiring all executives and employees to maintain the highest ethical standards. The Code of Conduct aims to ensure that Vodacom’s business practices are conducted in a manner that is beyond reproach.

Download the Code of Conduct – 3MB
Download King-IV application register – 160KB
Governance

Vodacom has a unitary Board of 12 directors. Five directors, including the Chairman, are independent non-executive directors. Five are non-executive directors and two are executive directors. Although the majority are non-executive directors, half of our non-executive directors are not independent as recommended by King IV as they represent Vodafone.

Corporate governance statement

Vodacom is committed to the highest standards of business integrity, ethics and professionalism. 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.

Download corporate governance statement – 1MB
Memorandum of Incorporation
Vodacom Group Limited Memorandum of Incorporation – 463KB
Business principles

Vodacom's Code of Conduct has eight underlying business principles.

About our Business Principles:

Our Business Principles are the foundation for how we do business everywhere we operate, and are at the heart of our Code of Conduct.

Individual conduct

We act with honesty, integrity and fairness in our dealings both internally and externally. We do not tolerate any form of bribery, including improper offers of payments or gifts to or from employees. We avoid any contracts that might lead to, or suggest, a conflict of interest between personal activities and the business. We neither give nor accept hospitality or gifts that might appear to incur an obligation. We pursue mutually beneficial relationships and seek to promote the application of our Business Principles with our business partners and suppliers.

Compliance with the law

We seek to comply with all applicable domestic and international laws and appropriate standards and principles.

Health and safety

We protect the health, safety and wellbeing of our customers, employees, partners and the communities in which we operate and disclose any information that comes to our knowledge that clearly demonstrates that any of our products or services breach internationally accepted safety standards or guidelines.

Financial integrity

We provide the best possible return for our shareholders over the longer term. We base our investment decisions, acquisitions and business relationships on economic criteria but we also take into account social and environmental considerations.

Public policy and communications

We communicate openly and transparently with all our stakeholders within the bounds of commercial confidentiality. We protect confidential information from improper disclosure, and any authorised communication of confidential information should be limited to individuals who need it to carry out their work.

Privacy

We value the trust our customers place in us and safeguard the information provided to us.

Employees

We base relationships with and between employees on respect for individuals and their human rights. We do not tolerate child labour. We do not accept any form of discrimination, harassment or bullying. We pursue equality of opportunity and inclusion for all employees through our employment policies and practices.

Communities and society

We aim to deliver products and services that can transform people’s lives and contribute to more sustainable living by empowering individuals, contributing to wider development goals and reducing environmental impacts. To do this, we must operate responsibly wherever we do business to maintain the trust of society.

Download our Code of Conduct – 3MB

Risk management

Risk and control procedures are enhanced on an ongoing basis. Directors consider our strategic risks when they formulate strategy, approve budgets and monitor progress against business plans.

Download risk management report – 869KB
Anti-Bribery Policy

The Vodacom Code of Conduct clearly outlines Vodacom’s zero tolerance to any form of bribery. Our Anti-Bribery Policy sets out examples of conduct that could amount to an offence under Anti-Bribery Laws.

Download Anti-Bribery Policy – 355KB
Human rights at work

Vodacom is committed to ensure internationally acceptable human rights standards in its employment practices at all of its operations across the globe.

Download our Declaration on Human Rights at Work Guide – 147KB
Corporate governance structure

The Board takes overall responsibility for Vodacom’s success. Its role is to exercise leadership and sound judgement in directing Vodacom to achieve sustainable growth and act in the best interests of all our stakeholders.