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All about MTN
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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
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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
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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
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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
Governance and remuneration

Directors Affairs and Governance Committee Chair's review

Our Ambition 2030 calls for prioritising succession planning to ensure the Board is prepared with the skills-set required for its oversight role. In doing so, we are mindful of the shifting macroeconomic conditions, evolving geopolitical dynamics and rapid advancements in the technology space - all of which continue to shape MTN's strategic direction. Against this backdrop, our commitment is to maintain a Board composition that is well-equipped, resilient and strengthened by diverse skills and perspectives.

Mcebisi Jonas
Chair

Group Chairman Message

Key features of 2025

  • Evaluated the performance of the Group President and the CEO. Conducted conflict of interest assessments for Board members.
  • Satisfied ourselves with the suitability and competence of the Group Company Secretary.
  • Reviewed and approved:
    • Resolutions presented to shareholders at the AGM and recommended for Board approval.
    • Governance policies regarding Board and directors' affairs.
    • Nomination of Group representatives for subsidiary boards.
    • Board charter and committee terms of reference.
    • Determination of Prescribed Officers.
  • Endorsed the restructure of the Executive Committee.
  • Monitored the implementation of the "Governance aspects of ESG".
  • Evaluated independence, performance, and suitability of directors for re-election; recommended for Board approval.
  • Considered succession planning for the Group Board.
  • Identified suitable directors for appointment to the Board.
  • Reviewed and adopted outcomes from Board evaluation.
  • Adopted remediation plans from evaluation; monitored implementation and considered governance status of the Group and subsidiaries.
  • Oversaw performance and succession planning of the Group President and CEO.
  • Reviewed feedback from the governance roadshow.
Members Meetings
  Scheduled Special
Mcebisi Jonas 4/4 2/2
Sindi Mabaso Koyana+ 3/3 2/2
Khotso Mokhele^ 4/4 2/2
Vincent Rague˚ 1/1 1/1
Nkululeko Sowazi@ 4/4 2/2

All members are independent non-executive directors.

+ Stepped down on 31 March 2026; when Nosipho Molope and Herman Bosman joined the Committee.
˚ Stepped down from Committee on 31 March 2025.
^ Lead independent director.
@ Steps down at AGM on 29 May 2026.

By invitation: Group President and CEO.

 

Key focus areas for 2026

  • Review and approve the establishment of a Group Governance Model Framework, which is underpinned by a Governance Philosophy for the future.
  • Oversee the appointment of a Group Company Secretary.
  • Strengthen oversight of ESG initiatives, with targeted metrics and transparent reporting.
  • Advance diversity and inclusion for Board and major subsidiary appointments.
  • Further enhance stakeholder engagement.
  • Review and refine succession planning for critical leadership roles, ensuring robust talent pipelines.
  • Monitor implementation and impact of remediation plans arising from internal Board assessments.
  • Evaluate and update governance policies to address emerging regulatory and industry trends.
  • Oversee continuous improvement in Board effectiveness through ongoing training and development.
  • Support digital transformation and technology governance by approving the establishment and mandate of a Digital & Technology Committee.
  • Assess and recommend adjustments to committee structures and charters in line with King V.

Mandate:

Governance

The committee assists the Board in discharging its corporate governance oversight and acts as a sounding board on governance practices. It provides oversight of the effectiveness of governance processes and systems, ensuring they 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 align with MTN's strategy and the constantly changing environment.

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Definitions for assured non-financial data Glossary Administration
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