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Investment case – a compelling African growth story

How we create and preserve value
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Creating and preserving value through our business model
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Finance and Investment Committee Chair’s review
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Governance and remuneration
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Glossary
Administration

Finance and Investment Committee Chair's review

The depreciation of the naira required the committee to review several contracts and financing arrangements. Furthermore, the committee continued to provide support and oversight for transactions related to the implementation of the Group's strategic priorities, helping the Board to effectively oversee the Group's strategic execution.

Tim Pennington Chair

Key features of 2024
  • Considered and approved the following:
    • Renewal of tower contracts approaching expiry.
    • Renegotiation of MTN Nigeria's tower contracts.
    • Extension of the MTN Zakhele Futhi B-BBEE transaction.
    • Localisation share transactions for MTN Ghana, MTN South Sudan and MTN Uganda.
    • Disposal of MTN Guinea-Conakry and MTN Guinea-Bissau.
    • Renewal of the fintech system contract.
    • Proposals for additional capital investment and operational expenditure where these exceeded approved budgets.
    • The medium-term funding strategy.
    • The investment framework, including the criteria for the application of WACC across the Group.
    • The interest rate risk management strategy.
  • Provided oversight on the:
    • Minority investment into Group Fintech structure.
    • Structural separation process.
    • Disposal of MTN Afghanistan.
    • Exit process for the smaller markets.
    • Various localisation share transactions.
    • Various opportunities for market consolidation.
  • Ensured all the opportunities that were considered followed strict financial criteria and risk assessment, in line with our disciplined capital allocation framework.
Members   Meetings
    Scheduled Special
Tim Pennington   4/4 4/4  
Noluthando Gosa   4/4 3/4  
Sindi Mabaso-Koyana   4/4 3/4^
Nosipho Molope   4/4 4/4  
Nkululeko Sowazi   3/4 3/4  

All members are independent non-executive directors.

^ Recused from special joint meeting with the Audit Committee on 5 September 2024.

Special meetings are scheduled on an ad hoc basis and at short notice to address urgent matters. Due to the nature of these meetings, it is not always possible for all directors to attend.

By invitation: Group President and CEO, Group Chief Financial Officer, and the Group Chief Mergers & Acquisitions and Business Development Officer.

Key focus areas for 2025
  • Consider select M&A and business development opportunities within our strict capital allocation, financial and risk framework.
  • Assess and approve the Group's funding plan.
  • Post-investment reviews of business cases.
  • Oversee the structural separation of the Fintech business and secure additional investment to support its growth.
  • Potential new M&A to support the business strategy, including in-country consolidation opportunities.
  • Opcos' licence and spectrum renewals.

Mandate:

The committee was constituted to assess all investment cases against a predetermined set of criteria to ensure the viability and feasibility of each investment. The focus is on assessing the key risks and returns, applying the appropriate capital allocation, and ensuring the necessary mitigation controls are implemented. This includes requirements for capex, funding strategies and M&A activities.
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