Skip to main content


Downloads

X

All about MTN
Add section
Our reporting suite
Our approach to materiality
Navigating this report
About this report
Who we are
Our products and services
Where we operate and how we perform
Views from our Chairman
Q&A with the Group President and CEO
Q&A with the CFO
Key financial tables
Our market context
Operational performance summary
Our outlook
Investment case – a compelling African growth story

How we create and preserve value
Add section
Creating and preserving value through our business model
Material matters impacting value creation
Social, Ethics and Sustainability Committee Chair's review
Stakeholders with whom we partner to create value
Audit Committee Chair’s review
Risk Management and Compliance Committee Chair’s review
How we manage risk
Top risks to value creation
Delivering value through our strategy
Add section
Finance and Investment Committee Chair’s review
Our Ambition 2025 strategy
Our strategic performance dashboard
Connectivity
Fintech
Digital infrastructure
Create shared value
Portfolio optimisation

Governance and remuneration
Add section
Directors Affairs and Governance Committee Chair’s review
Governance in support of value creation
Our Board of Directors
How the Board transformed our values into actions
Our Executive Committee
Definitions for assured non-financial data
Remuneration Report
Independent assurance practitioner’s limited assurance report
Glossary
Administration

Directors Affairs and Governance Committee Chair's review

Looking ahead to 2025, our commitment to governance remains unchanged as we navigate the complexities of our environment with transparency and integrity. Ongoing engagement with stakeholders fosters open dialogue, ensuring their diverse perspectives shape our strategic direction.

Mcebisi Jonas Chair

Key features of 2024
  • Evaluated performance of Chairman and the Group and CEO.
  • Conducted conflict of interest assessments for Board members.
  • Considered suitability and competence of Company Secretary.
  • Reviewed and approved:
    • Resolutions to be presented to shareholders at the AGM and recommended for approval by the Board.
    • Governance policies in respect of Board and directors' affairs.
    • Revised structure and composition of Board committees.
    • Nomination of Group representatives on subsidiary boards.
    • Board charter and committee's terms of reference.
  • Reviewed and evaluated independence, performance and suitability of directors for re-election. Recommended them for Board approval.
  • Reviewed Board appointment process to enhance verification and approve revised policy on appointments.
  • Considered succession planning on Group Board.
  • Identified suitable directors for appointment to Board.
  • Reviewed and adopted outcomes of independent Board evaluation.
  • Adopted remediation plans from evaluation; monitored implementation. Considered status of governance of Group and subsidiaries.
  • Oversaw succession planning; considered CEO contract renewal.
  • Reviewed feedback from the governance roadshow.
  • Monitored improved ESG imperatives.
  • Approved Board and Exco external directorships principles.
  • Approved appointment of directors to subsidiaries.
Members   Meetings
    Scheduled Special
Mcebisi Jonas   4/4 1/1
Khotso Mokhele^   4/4 1/1
Vincent Rague   4/4 1/1
Nkululeko Sowazi   4/4 1/1

All members are independent non-executive directors.

^ Lead independent director.

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

Key focus areas for 2025
  • Continue to monitor and implement the corrective actions of the Board evaluation.
  • Enhance and accelerate efforts in subsidiary governance.
  • Monitor and drive progress of ESG imperatives, specifically related to governance-related imperatives.
  • Continue to monitor and provide oversight on entrenching governance policies and practices across MTN.
  • Continue to monitor succession planning with respect to the Board, Group President and CEO, Group Chief Financial Officer and Company Secretary.
  • Review and address concerns arising from the governance roadshow and any other shareholder engagements.
  • Review the performance, independence and effectiveness of key subsidiary boards.

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 aligns with MTN's strategy and constantly changing environment.

About MTN
Board of Directors Executive Committee
Reporting centre
Annual reports Financial results
Definitions and glossary
Definitions for assured non-financial data Glossary Administration