MTN Group operates within a dynamic Pan-African context where robust governance plays a crucial role in achieving strategic priorities and meeting stakeholder expectations. King V introduces into corporate governance the concept of Ubuntu, which means “I am because we are”. This is closely aligned with MTN’s purpose. Ubuntu has for many years guided MTN’s principles of interconnectedness, respect, and inclusivity. Accordingly, formally integrating the concept further reinforces ethical leadership and inclusiveness at MTN, supporting the company’s values and governance frameworks to promote sustainable long-term value creation.
Build confidence both internally and externally in the effectiveness and integrity of governance structures.
Enable speed and agility across the Platforms in order for MTN to remain competitive and relevant across the respective markets.
Establish governance processes that foster trust both bottom up and top down across the MTN Group through effective and inclusive governance practices.
Enhance transparency by implementing clear communication channels, ensuring timely and accurate information about key issues, decisions and ongoing initiatives.
MTN’s Board is comprised of experienced, independent non-executive directors who bring a wide range of skills, expertise, and diverse perspectives. This diversity is fundamental to providing oversight and strategic guidance for the Group.
The Board Charter establishes a clear governance structure and decision-making framework, ensuring that no single director holds unfettered power. It clearly defines responsibilities and promotes balanced leadership. Additionally, roles of the Group President and CEO and the Chairman are intentionally separated to further ensure an effective distribution of authority and balance of power.
In the absence of the Chairman, our Lead Independent Director leads the Board. Where necessary, he leads discussions and decision-making by the Board on matters where the Chairman has a conflict of interest.
The Board conducts appointment processes with careful attention to all facets of diversity, including the intentional selection of individuals representing varied racial and cultural backgrounds, nationalities, age ranges, skills, knowlege and experience. Furthermore, we prioritise balancing dynamic leadership and new perspectives with the extensive expertise and institutional knowledge contributed by experienced directors. In 2025, our efforts remained focused on identifying directors whose competencies are closely aligned with MTN’s strategy and long-term ambition.
As part of our ongoing commitment to diversity, we progressively embed diversity and transformation imperatives throughout our Opcos, aiming to make diversity an integral and pervasive aspect across the boards of the Opcos.
Here we provide the structure of our Board and Exco committees:
^ The Digital and Technology Committee will be effective from 2026.
The Board continually reviews the strategy for relevance and appropriateness. This includes a special annual strategy session.
It is supported by the Strategy Execution Committee in reviewing strategy and ensuring management is held accountable for delivering Ambition 2030.
The committee is established as an ad hoc committee of the Board of Directors of MTN Group Limited. Its primary mandate is to support the Board by:
All Board members have a standing invitation to the committee.
| Members | Attendance |
| Scheduled | |
| Mcebisi Jonas | 3/3 |
| Sindi Mabaso-Koyana^ | 2/2 |
| Stan Miller | 3/3 |
| Vincent Rague | 2/3 |
^ Stepped down from the committee during the year.
The Board has implemented a Delegation of Authority as a Group Decision‑Making Framework (DMF) to support oversight and efficiency.
The DMF clearly defines responsibilities, differentiating between Board reserved matters, committee mandates, and those delegated to executive management through the Group President and CEO.
The Board continues to monitor the DMF's effectiveness.
In alignment with the King V principles, the induction and ongoing development of the MTN Board are designed to ensure directors are equipped with the necessary knowledge, skills, and values to fulfill their roles effectively. The induction process not only familiarises new board members with MTN's business operations, strategic objectives, and governance practices, but also emphasises ethical leadership.
Continuous board development is prioritised and conducted annually , with regular training and updates on regulatory changes, industry trends, and best practices in governance.
Annual Board evaluations ensure alignment with MTN, promoting continuous improvement in oversight and strategic guidance.
The Group Company Secretariat is responsible for delivering independent and highly competent governance advisory services to the Board and the wider organisation. In 2025, this function was led by Thobeka Sishuba-Bonoyi. The Board was satisified that she had the necessary competence, qualifications and experience to fulfil her duties.
In March 2026, she stepped down from her position as Group Company Secretary. To ensure continuity and stability Lucy Mokoka has been appointed as Acting Group Company Secretary. The Board fully supports her, noting that her competence, qualifications, and experience are well suited for the role during the interim period in which the company is undertaking a process to appoint a permanent successor.
The Directors' Affairs and Governance Committee assisted by the Group Company Secretary oversee transparent appointment procedures. A fit and proper assessment was conducted on all the directors including those directors being re-elected as result of rotation as part of our policy. The Board satisfied itself with the appropriateness and suitability of the directors. The Board is satisfied with the outcomes of the "fit and proper assessment".
In 2025, the Board strengthened its leadership by appointing Sandile Gwala as an independent non-executive director from 1 January.
This appointment reflected the Board's commitment to maintaining a diverse range of expertise and perspectives.
Shaygan Kheradpir, who had served for more than nine years, retired effective 31 March 2025.
Developments in early 2026
During the first quarter of 2026, the Board underwent several significant changes in its composition. Effective from 31 March 2026, five new independent non-executive directors were appointed: Herman Bosman, Advocate Ouma Rasethaba, Stephane Richard, Ignatius Sehoole, and Saf Yeboah-Amankwah. Each of these individuals brings a wealth of experience and capabilities.
In addition to the new appointments, the Board will bid farewell to two longstanding members. Nkululeko Sowazi and Stan Miller are scheduled to retire and will officially step down from their positions at the upcoming Annual General Meeting in May 2026. Their departures mark a significant milestone and reflect the ongoing evolution.
Pursuant to the Board's policy on diversity, our Board is composed of individuals with diverse backgrounds, perspectives and expertise.
This mix ensures well-informed, inclusive guidance and affirms MTN's commitment to diversity.
Target: an appropriate mix
Target: at least four women
Target: 50% historically disadvantaged individuals
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
We are confident in the broad experience and expertise of the Board. Among others, the Board's skills include:
Board prioritisation in 2025
Evolving the Group's strategy was a key agenda item for the board and it approved the new Ambition 2030 Strategy.
Approved a targeted succession plan to address anticipated retirements and evolving skill requirements.
Enhanced subsidiary oversight and alignment via comprehensive Board evaluations and focused alignment forums.
Oversaw the effective delivery of the company's growth strategy and Ambition 2025 objectives.
Reviewed geopolitical and macroeconomic developments.
Reviewed digital transformation focusing on modernising infrastructure, improving cybersecurity, automating processes, and integrating AI into business operations, considering the ethical and regulatory aspects.
Considered strategic initiatives and projects.
Approved the funding structure.
Reviewed key litigation matters.
Approved the budget and business plans.
Merger and acquisition initiatives
Oversaw the finalisation of the unwind of MTN Zakhele Futhi
Board goals for 2026
Focus area
Key initiative
Overviews of each of the committee activities are set out on pages Social, Ethics and Sustainability Committee Chair's review, Audit Committee Chair's review, Risk Management and Compliance Committee Chair's review, Finance and Investment Committee Chair's review, Directors Affairs and Governance Committee Chair's review and Human Capital and Remuneration Committee Chair's review.
The Board is satisfied that its committees have fulfilled their duties and contributed to MTN’s success. Evidence of committee effectiveness was provided through approved minutes, assessment reports, and director and stakeholder feedback.
Board committees play a vital role in supporting effective governance, each mapped to Ubuntu elements to reinforce ethical leadership and inclusiveness:
Committee
Audit
Risk and compliance
Social and ethics/ sustainability
Human capital and remuneration
Directors’ Affairs and governance
Ubuntu philosophy
Collective accountability, safe guarding and transparency
Shared vigilance, ethical conduct
Community, dignity, fairness and ethics
Equity, recognition and people centric
Diversity, inclusiveness and participation
Governance impact
Ensures robust financial reporting and accountability; strengthens transparency and trust
Promotes proactive risk mitigation
Fosters a culture of fairness and respect; advances ESG integration and ethical conduct
Supports fairness in reward structures; aligns incentives with long-term goals and stakeholder interests
Strengthens Board diversity and inclusiveness; ensures effective governance practices
Recent initiatives
Enhanced risk management protocols; regular review of audit findings and financial disclosures
Scenario planning for emerging risks; cyber resilience embedded as a governance priority
Reviewed CSI Initiatives, approved an MTN Group Foundation and monitored controversies and reputation related matters.
Engagement on remuneration policy; responded to shareholder recommendations and regulatory changes
Regular Board assessments; transparent appointment processes and governance roadshows
In 2025, MTN held a virtual AGM with full remote participation. We encouraged shareholders to submit questions prior to meetings for considered responses. They could also engage directly during the AGM as MTN had committed to answering all queries
Annual governance roadshows facilitate direct dialogue with shareholders, covering AGM notices and broader governance topics. In 2025, Chairman Mcebisi Jonas and lead independent director Khotso Mokhele led constructive discussions. While most of the concerns centred on remuneration governance, all matters were considered by the relevant committees designated by the Board.
After the AGM, when the non-binding advisory votes on remuneration implementation failed to pass the required thresholds, MTN convened a meeting with dissenting shareholders. This was led by the Human Capital & Remuneration Committee Chairman.
During the meeting, participants discussed key aspects with a focus on transparency and responsiveness to shareholder feedback. The dialogue proved extremely helpful, providing valuable insights and outlining practical steps to improve the remuneration report. More information on how the concerns have been addressed is set out in the REM.
Should over 25% vote against the remuneration policy or Implementation Report in the upcoming AGM in May 2026, MTN will initiate sessions with dissenting shareholders to understand concerns and seek common ground.
Subsidiary governance continues to be central to our Board’s agenda, with a strong emphasis on enhancing alignment and fostering a shared vision across the MTN Group.
As the parent company, MTN Group is committed to exercising appropriate governance oversight of its subsidiaries. This must be achieved without infringing upon the independence or the local legal and governance duties of each subsidiary.
Our Group governance framework is currently being redesigned to enable effective oversight of relevant subsidiaries and to establish clear governance standards applicable across the Group. At the same time, this approach empowers each platform to independently “run and transform” within its respective domain.
To promote alignment and knowledge sharing, we have introduced and embedded several key forums, most notably the Chairmen’s Forum. This forum, led by the Group Chairman, serves as a collaborative platform bringing together all subsidiary chairs for joint discussion and strategic coordination.
In 2025, the DAGCO undertook a thorough review of governance across the Group’s significant operating subsidiaries. Additionally, we continue to invest in the development of our leadership through an annual training programme tailored for subsidiary boards and MTN representatives. The 2025 programme also included directors from the MTN Foundations, further reinforcing a consistent culture of good governance throughout the organisation.
The Share Dealing and Insider Trading Policy establishes a comprehensive framework governing all transactions undertaken by directors and employees. This policy is designed to ensure that every deal complies rigorously with the JSE Listings Requirements and the provisions of the Financial Markets Act.
During the period under review, an incident occurred in which a director inadvertently traded during a closed period. This matter was promptly reported to the JSE in accordance with regulatory requirements. In response, MTN has taken significant steps to reinforce awareness of the policy and disclosure protocols among directors and employees.
Conflict of interest is recognised as a fundamental aspect of ethical conduct within MTN. Directors and employees are required to declare their interests on an annual basis.
In late 2025, MTN initiated a pilot of a new Declaration of Interest (DOI) system designed to enhance accessibility and streamline the process for submitting declarations. This system is scheduled for broader rollout throughout 2026, ensuring greater ease for all stakeholders in complying with disclosure requirements.
Additionally, MTN has reinforced awareness of conflict of interest policies through a targeted campaign that engaged all employees across its markets. This initiative was aimed at emphasising the importance of ethical behaviour and ensuring comprehensive understanding of declaration procedures among the workforce.
The MTN’s Values Conduct Passport outlines MTN’s commitment to ethical behaviour. It sets clear standards and expectations for integrity, professionalism, and compliance with laws and company policies. The document also details the role of the dedicated Ethics Office in promoting ethical conduct through training, awareness campaigns, and providing resources like a helpdesk and whistleblowing line to support and advise on ethical issues.
MTN employs a combined assurance model, drawing on management, control functions, internal and external audit, and subsidiary Board committees. The Group Audit Committee oversees implementation, with multiple lines of defence providing independent assurance to Group Exco and the Board.
MTN is committed to safeguarding personal information. The Data Privacy and Protection Policy governs collection, processing, and protection of stakeholder data, ensuring compliance and respect for all data subjects.
MTN enforces a strict “No-Gifts” policy, with exceptions for limited-value corporate branded items.
All gifts are declared and registered in accordance with the Gifts, Hospitality and Entertainment Policy.
