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Directors Affairs and Governance Committee Chair's review

"In 2023, our journey towards governance excellence was insightful and rewarding. We valued our interactions with shareholders and all stakeholders. Their feedback was critical in understanding governance expectations, concerns and our stakeholders' vision for MTN, which in turn influenced the evolution of our governance framework and our focus. We will continue to monitor the governance landscape and ensure that we are responsive, aligned to best practices and remain at the forefront of good corporate governance."

Key features of 2023

Evaluated the performance of the Chairman and the Group President and CEO.
Considered the suitability, appropriateness and competence of the Group Company Secretary.
Reviewed and approved:
- Resolutions to be presented to shareholders at the AGM and recommended them for approval by the Board.
- Governance policies in respect of Board and directors' affairs.
- The structure and composition of Board committees for 2023, making changes where required.
- For nomination of the Group representatives on subsidiary boards.
- The Board charter and the committee's terms of reference.
Reviewed and evaluated the independence, performance and suitability of the directors to be presented for re-election and recommended them for approval by the Board.
Considered succession planning on the Group Board.
Approved and oversaw the commencement of a Board evaluation by an independent consultant.
Considered the status of governance of the Group and subsidiaries.
Provided oversight on the succession planning process for the CEO and other key executives.
Identified and approved the Group's prescribed officers for 2024.
Monitored the improved ESG imperatives and ratings, specifically linked to governance-related imperatives.
Reviewed the feedback from the governance roadshow on matters of Board effectiveness, diversity and succession.
Continued to monitor the implementation of the Group operating model.

Key focus areas for 2024

Monitor and drive the progress of ESG imperatives, specifically related to governance‑related imperatives.

Continue to monitor and provide oversight on the entrenchment of governance policies and practices across MTN.

Continue to monitor succession planning in respect of the Board as well as the Group President and CEO, CFO and Group Company Secretary.

Review and address concerns arising from governance roadshow.

Review the outcomes of the Board evaluation and implement any remedial action.

Review the Board appointment process, enhance Board verification process and approve the revised policy.

Chairman
Mcebisi Jonas

	Meetings
Members	Meetings

Mcebisi Jonas	4/4
Khotso Mokhele^^#	3/4
Vincent Rague	4/4
Nkululeko Sowazi^#	3/4

All members are independent non-executive directors.

By invitation: Chair of the Audit Committee, Group President and CEO, Group Chief Financial Officer, Group Chief Risk Officer, Group Chief Operating Officer and the external auditor.

^	Lead independent director.
^#	Tendered apology.

Mandate:

Governance

The committee assists the Board with discharging corporate governance oversight and acts as a sounding board on governance practices. It provides oversight on the effectiveness of governance processes and systems, ensuring that these are implemented in accordance with relevant legislation, codes and governance policies.

Directors' affairs

The committee assists the Board in ensuring that it has the appropriate composition of skills to execute its duties effectively; the directors are appointed through a transparent and formal process that is free from undue influence; and the induction and ongoing development of directors take place to align with MTN's strategy and changing environment.