Skip to main content

Downloads

X

All about MTN
Add section
Welcome to our 2025 Integrated Report
Our reporting suite
Our approach to integrated thinking and value creation
Our approach to materiality
About this report
An overview of MTN Group
Where we operate and how we perform
Views from our Chairman
Q&A with the Group President and CEO
Q&A with the Group CFO
Key financial tables
Our market context
Operational performance summary
Our outlook
Investment case – Transforming Africa's growth potential

How we create and preserve value
Add section
Creating and preserving value through our business model
Outcomes and trade-offs
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 2030 strategy
Meaningful value delivered by Ambition 2025
Our strategic performance dashboard
Connectivity
Fintech
Digital infrastructure
Create shared value

Governance and remuneration
Add section
Directors' Affairs and Governance Committee Chair’s review
Governance in support of value creation
Our Board of Directors
Governance in support of value creation
Our Executive Committee
Human Capital and Remuneration Committee Chair's review
Remuneration Report summary
Definitions for assured non-financial data
Independent assurance practitioner’s limited assurance report
Glossary
Administration
How we create and preserve value

Audit Committee Chair's review

Sindi Mabaso-Koyana

The committee continued to exercise robust oversight of the Group's internal control environment, with a particular focus on the adequacy, effectiveness and sustainability of internal financial controls, as well as the monitoring of material legal and regulatory exposures across the Group.

Sindi Mabaso-Koyana CA(SA)
Outgoing Chair

Nosipho Molope CA(SA)
Incoming Chair

Nosipho Molope

Key features of 2025

In addition to the standing items on our annual agenda, in 2025, we:

  • Monitored the progress of the implementation and standardisation of key controls to further enhance the overall control environment.
  • Strengthened the design and effectiveness of internal controls and internal financial controls.
  • Considered the potential benefits from the introduction of Robotic Process Automation for key finance processes and controls.
  • Continued to review the implementation of the enterprise cloud solution across the Group’s footprint, the delivery of additional functionality, enhancements to platform performance management and incident resolution and the decommissioning of some legacy platforms.

The Board confirms that the Audit Committee has operated with independent judgement and fulfilled its mandate during 2025 including executing its responsibilities in terms of paragraph 5.7(h) of the JSE Listings Requirements.

Members Meetings
  Scheduled Special~
Sindi Mabaso-Koyanaˇ 4/4 4/4
Noluthando Gosa 4/4 4/4
Sandile Gwala 4/4 4/4
Nosipho Molope∞ 4/4 4/4
Tim Pennington 4/4 4/4
Vincent Rague 4/4 4/4
ˇ Stepped down as chair on 31 March 2026, when she became chair of MTN SA. Remains on the Group Audit Committee.
∞ Chair from 31 March 2026.
~ Includes a joint workshop with the Risk Management and Compliance Committee to consider and approve various subsidiary AFS, Group trading statements, circulars and investment opportunities.

All members are independent non-executive directors. Ignatius Sehoole was appointed to the committee effective 31 March 2026.

By invitation: Group President and CEO, Group Chief Financial Officer, Group Chief Risk Officer, Group Chief Legal and Regulatory Officer, Group Executive: Internal Audit and Forensics, the Group Executive: Finance, and representatives of the external auditors.

 

Key focus areas for 2026

  • In addition to our annual statutory and governance responsibilities, we shall:
  • Continue to reshape finance through a modernised operating framework, driving stronger controls and embedding innovation.
  • Scale and embed the initiatives implemented, with a particular focus on establishing a financial control self-assessment methodology, overseeing periodic assessments, actively monitoring control metrics, and following up on identified control gaps to ensure sustained improvement.
  • Review management's control assessment on leases and monitor progress on the execution of action plans to enhance internal financial controls.
  • Review internal controls over third-party service providers, including contract management, adherence to service-level agreements and project management.
  • Review the progress on the standardisation of processes and verticalisation of procurement.
  • Monitor progress in the implementation and standardisation of key controls to further enhance the overall control environment, including the areas highlighted by Internal Audit as part of the review of internal financial controls.
  • Oversee the adoption of AI capabilities and their governance for efficiency and effective monitoring of the control environment.
  • Evaluate management's assessment of the impact of King V principles and monitor its implementation.

    Note: For details of the committee's work in 2025, see the full Audit Committee Report in the AFS.

Mandate:

The committee assists the Board in discharging its duties by independently monitoring the effectiveness of the operational, financial and control processes. This includes overseeing internal financial controls and ensuring that assurance services and functions enable an effective control environment and support the integrity of information produced in compliance with applicable legal and regulatory requirements.

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