MTN Group Limited
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In 2023, we refreshed our core values to align with our strategic priorities. Our refreshed values serve as a compass, leading us towards sustainable growth, resilience, and excellence in an increasingly competitive and interconnected global marketplace.
Diversity of our Board
We recognise that a diverse Board not only enriches deliberations, but also enhances the quality of strategic oversight.
Guided by our Board diversity policy, the Board is able to thoroughly consider a wide spectrum of diversity in the Board appointment processes. This includes the deliberate retention of individuals from diverse racial and cultural backgrounds, varied nationalities, different age groups, and diverse abilities. Additionally, we recognise the value of integrating youthful and dynamic leadership with fresh viewpoints that complement the wisdom and institutional knowledge of long-serving directors.
We continue to actively search for directors with skills that align with MTN's strategic intent and growth aspirations.
As part of our ongoing commitment to diversity, we are progressively embedding diversity and transformation imperatives throughout our operational companies, with the aim of making diversity an integral and pervasive aspect across all Opco boards.
Our Board composition
Target: at least four women
Target: an appropriate mix
If a director’s tenure is more than nine years, MTN reviews the appropriateness of this every year and presents the director for re-election by shareholders at the AGM.
Target: an appropriate mix
Target: 50% historically disadvantaged individuals
Target: an appropriate mix
Target: an appropriate mix
Embedding the decision-making framework
In 2023, we embarked on a journey to embed the refreshed decision-making framework that we had approved in 2022. Implementation was challenging yet rewarding. There were several setbacks in various jurisdictions, necessitating agile operational adjustments. However, the overall process to familiarise everyone with the new framework was a success, as it is now embedded within our processes.
In 2024, our primary objective is to evaluate the effectiveness of our new decision-making framework. Our focus will be on identifying the areas of implementation that present challenges and working to strengthen our DMF even more.
Our goal is to address the pain points in the current implementation process and push for continuous improvement to make our DMF more effective and efficient.
One key outstanding item from the 2020 Board evaluation is the appointment of a director with fintech expertise. This matter was held in abeyance as the focus shifted to securing the fintech skills needed on the MTN Fintech Board. Once this matter is completed, our attention will return to securing essential fintech and digital skills for the Group Board. All other significant items from the 2020 evaluation were addressed.
Three years later in November 2023, we retained the services of Hoffmann Reed and FluidRock. Their evaluation focused on Board effectiveness, dynamics and composition, with an emphasis on enhancing MTN’s strategic direction. Consistent with our practice, we are committed to transparently sharing the final outcomes with our shareholders.
Board development and training
To remain effective, the Board recognises it must induct, develop and change its members from time to time to suit the company’s needs. Accordingly, the Group Company Secretariat has a structured induction and development programme that seeks to equip new directors with understanding of the strategy and the complexities of the business. We provide ongoing training for all directors on various matters related to their role to assist them to act with due care, skill and diligence.
By keeping informed of various developments, directors are able to exercise courage in taking appropriate risks and capturing opportunities in a responsible manner and in the best interests of MTN Group.
Executing on the Board’s mandate
The Board meets on a quarterly basis in line with the Group reporting cycle. Each meeting follows an agenda agreed by the Chairman, CEO and Company Secretary. Documents for discussion are loaded on a virtual platform for directors to preview. Meeting discussions are usually around performance, risks and opportunities, governance updates and regulatory matters for consideration, as well as strategy execution. In 2023, there were quarterly meetings, three special Board meetings and one business plan session.
Strategic direction in 2023
The Board held annual strategy sessions in April, July and November 2023, following consideration of the trajectory of MTN, the geopolitical environment and the emerging risks. The Board resolved to add an additional strategy session in the fourth quater. At all the sessions it constructively interrogated proposals presented by management and considered various macroeconomic factors.
Apart from the standing agenda items which receive the Board’s attention at every quarterly meeting, such as Group performance and priorities, the Board applied its mind and reviewed and considered the following key matters at its quarterly meetings in 2023:
Sustainability and ESG performance
We deliver on our plans to drive holistic socioeconomic benefits to society through our four-pillar sustainability strategy framework, complemented by bold commitments for each pillar. By centring our sustainability strategy on ESG principles, we ensure that it is flexible enough to withstand macroeconomic headwinds and prioritise material issues as these emerge. Our most material focus areas are linked to clear targets and measurable performance indicators, while we continue to manage and measure our remaining ESG matters.
MTN’s ESG performance is closely monitored by the Board through the Social, Ethics and Sustainability Committee. More information set out in SR.
28th Annual General Meeting
In 2023, we held a hybrid AGM where we had some shareholders joining virtually and others joining in person. This has become the standard, and stakeholder feedback indicates that we should continue to enable shareholders to participate remotely.
Our resolutions all passed with the requisite majority votes, and we earnestly endeavoured to address concerns raised by shareholders.
We encourage shareholders to submit questions prior to the meeting; this has proven to be an effective way for the company to consider and effectively respond to concerns and suggestions. Shareholders will still be able to 'raise their hands' at the meeting and MTN will make a concerted effort to ensure that all questions are addressed.
The Board was pleased that Ordinary Resolution 9 relating to the Implementation Report was also carried; it served as a positive testament to the ongoing and constructive engagements with shareholders regarding our Remuneration Report, as well as the efforts that our management is making to consider shareholder recommendations.
Governance roadshow
In the past few years, MTN has regularly scheduled an annual governance roadshow to interact with shareholders. During these sessions, topics such as the AGM notice and broader governance issues, including remuneration, are discussed. The roadshows are overseen by Chairman Mcebisi Jonas and Lead Independent Director Khotso Mokhele, who also serves as the Chair of the Remuneration Committee. The discussions in 2023 were productive and constructive.
The Board Committees entrusted with assessing the issues raised during the Governance Roadshows have considered all of them, the majority of which have already been resolved, and the board intends to continually review every issue and work to close it.
Engaging dissenting shareholders
We continue to engage with shareholders regarding the evolving remuneration governance and good practice requirements. In the event of a vote of over 25% against our remuneration policy or implementation report, we will certainly hold engagements with dissenting shareholders to listen to their concerns.
We continue to review new trends in the regulatory landscape for emerging remuneration governance requirements.
MTN has a share dealing and insider trading policy which governs the share dealing processes for directors, prescribed officers and employees. The policy aims to align with the JSE Listings Requirements and ensures that MTN has robust administrative and disclosure processes. The policy also imposes more provisions to safeguard employees from contravening the Financial Markets Act.
The company is in compliance with the provisions of the Companies Act and is operating in conformity with its memorandum of incorporation.
All appointments to the Board for 2023 were conducted through a formal and transparent process, guided by an approved policy and assisted by the Directors and Corporate Governance Affairs Committee in consultation with the Group Company Secretary.
Towards the end of 2022, we announced that Nicky Newton-King would be joining the Board, effective from 1 January 2023. Since joining Nicky’s has been a great addition to the diversity on the Board and is making a significant contribution.
Paul Hanratty also stepped down from the Board, effective 30 April 2023, to focus on his executive responsibilities.
We acknowledge the importance of ensuring the integrity and efficacy of appointments to the Board. We assure stakeholders that we hold our obligations in this regard to the highest standards.
As part of the evolution of our Group Board between 2019 and 2020, and anticipating that the majority of our operational subsidiaries would be listed separately in their respective countries, we re-evaluated how we select, verify and execute due diligence on our directors.
We implemented a rigorous and open approach led by our directors’ appointment and diversity policy, which comprises a thorough set of processes designed to ensure that we recruit and appoint directors with the necessary skills, competence and ethics.
We have always verified and vetted our directors, but owing to changes in the corporate, geopolitical and economic climate, in recent times it has become necessary to strengthen our approach to screening appointments to the Group and its subsidiaries.
The process is conducted under the oversight of the Directors Affairs and Governance Committee, led by the Group Board Chairman, and guided by our policy on the appointment of directors.
The Board is assisted by a competent and suitably qualified Group Company Secretary function, led by Thobeka Sishuba-Bonoyi. She and her representatives have an arm’s length relationship with the Board. Following a rigorous assessment of performance in March 2024, the Board is satisfied that the function has the competency, qualifications and experience to provide sound governance advisory and stewardship to the Board and management.
To align with Ambition 2025, the Group Company Secretariat function is re-evaluating and improving its operating model across the Group to ensure that the department is fit for purpose, independent and adequately resourced.
MTN’s directors and executives provide oversight using a combined assurance model which considers the role of management, control functions, internal and external audit and the Board committees of subsidiaries. They use a simplified governance approach in often complex environments as they strive to create and preserve shared value through all subsidiary companies. The Group Audit Committee is responsible for oversight of the implementation of combined assurance.
The combined assurance model means there are numerous lines of defence to identify, prevent and mitigate risks and provide independent assurance to both the Group Exco and the Board either through the Group Audit Committee or the Group Risk Management and Compliance Committee.
We are committed to protecting and ensuring the security of the personal information of all our stakeholders. Our privacy and data protection policy prescribes a set of principles that governs how MTN collects, processes and protects personal information. The policy reiterates our commitment to compliance with all applicable legal and regulatory requirements governing the collection and processing of personal information. Therefore, the privacy rights of all data subjects are respected and protected; we always ensure that our business interest does not override the rights of data subjects, and we rely on a lawful basis to process all forms of personal information.
MTN recognises that the management of conflicts of interest is critical in promoting ethical conduct and protecting the integrity of MTN decision-making processes. Accordingly, directors and employees are encouraged to act in a responsible and ethical manner, taking into consideration the Group’s best interests. They are required to complete a declaration of interest at the start of each year.
There has been significant improvement in the understanding of the process; this has been as a result of the awareness created with the MTN Conduct Passport and the guidance framework provided to employees and rolled out in all operations.
Gifts, Hospitality and Entertainment
As an organisation, we are aware of the impression of impropriety that excessive entertainment or giving and accepting gifts may create. Therefore, while we appreciate our business partners’ goodwill, MTN has a strict “No-Gifts” policy but with certain exception that allows gifts of limited value, such as corporate branded gift items, to foster and maintain good relationships with our stakeholders. The gifts, hospitality and entertainment policy provides limits and approval requirements and requires that all gifts be declared and recorded in a gifts register.
