Good governance is the foundation upon which sustainable companies are built, therefore at the core of MTN’s business is a commitment to governance that is not only robust and responsive but anchored on international best practice and applicable laws.
As we navigate through the dynamics of our industry and the regions in which we operate, we are cognisant of our responsibility to act as a good corporate citizen and to uphold our company’s values as well as being accountable, transparent, ethical and stakeholder inclusive.
As we deliver on our purpose and strategy; we always aim to maximise positive outcomes and minimise instances in which value is eroded. Our governance processes safeguard our business and ensure that we are sustainable and that we create and preserve value for ourselves and for our stakeholders.
Our governance philosophy, framework and ecosystem
Our governance ecosystem is designed to adapt to external changes as well as internal growth. It is through this adaptive governance architecture that we can achieve operational excellence and shareholder value. We are dedicated to fostering an environment that not only upholds sound governance but also propels the company towards sustainable success. We detail MTN’s application of the King IV™ principles in our King IV™ Assessment Report, which is available on our website
Evolving governance landscape
We constantly scan the legal, governance and regulatory landscape to ensure that we keep abreast of changes, trends and emerging risks. Our aim is to be at the forefront of the evolution of governance to ensure that we protect the interests of all our stakeholders.
The Board's composition is critical in steering the company’s strategy and carving out the trajectory. It operates through focused committees that are entrusted with monitoring particular areas according to their terms of reference to effectively carry out the Board's mandate. Through these committees, various areas of MTN's operations and long-term objectives receive specialised, concentrated attention. They probe the business's operations to ensure that the Board fulfils its responsibilities with due diligence and foresight.
Chairman, Mcebisi Jonas an independent non-executive director, leads the Board with an impartial view. In accordance with the policy contained in the Board Charter, he ensures that there is a balance of power and authority so that no individual has unfettered powers, at board level. He ensures that conflicts are managed appropriately.
Lead independent director (LID), Khotso Mokhele, appointed by the Board, takes the lead role in the event that the Chairman is unable to serve or has a conflict of interest.
The Chairman’s leadership keeps the Board aligned and focused on its strategic priorities, and he is assisted by the Group Company Secretary who plays a pivotal role in ensuring that the Board's processes are efficient, that there is sufficient awareness and compliance with governance and regulatory requirements, and that Board members are continually upskilled and developed.
Committee mandates and membership
Every year, we assess the terms of reference and the membership of each committee to consider global changes, best practices, and emerging trends in governance. As part of our continuous efforts to improve the Board's performance, we evaluated the committee memberships at the end of 2023, taking into account the expertise and skills that each committee requires, as well as the necessity of information sharing throughout all committees. No changes to committees were made, except for the appointment of new directors.
The revised mandates of the committees also reflect MTN's development, and operating model.
For membership and meeting attendance, see on social, ethics and sustainability committee chair's review, risk management and compliance committee chair's review, audit committee chair’s review, finance and investment committee chair's review and directors affairs and governance committee chair's review.
The Board Strategy Execution Committee is an ad hoc Committee, chaired by Mcebisi Jonas.
The committee is mandated to strategically steer the company by tracking and examining all critical strategic decisions, as well as to oversee the implementation of Ambition 2025.
The attendance of meetings is set out as follows:
Meetings | ||
Ad hoc Board Strategy Execution Committee attendance | ||
Mcebisi Jonas | 3/3 | |
Shaygan Kheradpir | 2/3 | |
Sindi Mabaso-Koyana | 3/3 | |
Stan Miller | 3/3 | |
Tim Pennington | 3/3 |
Group Exco and its subcommittees
The Group Exco facilitates the effective control of MTN’s operational activities in terms of the authority delegated by the Board through the Group President and CEO. The Group Exco is responsible for recommendations to the Board on the Group’s key decisions including policies and strategy, and is also responsible for monitoring implementation.
In early 2023, following a robust review of the effectiveness of the Group Exco, a more agile and efficient governance structure was approved as part of enhancing our decision-making processes.