Effective governance is fundamental for building sustainable companies. At MTN, we prioritise governance that is both robust and responsive, grounded in international best practices and compliant with applicable laws.
We are committed to creating a resilient organisation that can adapt to ever-changing market dynamics and regulatory environments. Our forward-looking approach aims to foster innovation, support long-term growth, and enhance stakeholder value.
We aim to ensure that MTN remains at the forefront of the telecommunications industry, ready to meet future challenges and seize emerging opportunities.
As we navigate through the dynamics of our industry and the regions in which we operate, we are cognisant of our responsibility to act as a good corporate citizen and to uphold our company's values as well as being accountable, transparent, ethical and stakeholder inclusive.
Our governance philosophy, framework and ecosystem
Our governance ecosystem is designed to adapt to external changes as well as internal growth. As we evolve our strategy, it is through this adaptive governance architecture that we can achieve operational excellence and shareholder value.
We detail MTN's application of the principles in the King
Report on Governance for South Africa 2016 (King IVTM*) in
our King IV Assessment Report, which is available on our
website
.
Evolving governance landscape
We constantly scan the legal, governance and regulatory landscape to ensure that we keep abreast of changes, trends and emerging risks. Our aim is to be at the forefront of the evolution of governance to ensure that we protect the interests of all our stakeholders.
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The Board and its governance structures
The Board's composition is critical in steering the company's strategy and carving out the trajectory. It operates through focused committees that are entrusted with monitoring particular areas according to their terms of reference to effectively carry out the Board's mandate. Through these committees, various areas of MTN's operations and long-term objectives receive specialised, concentrated attention. They probe the business's operations to ensure that the Board fulfils its responsibilities with due diligence and foresight.
Chairman, Mcebisi Jonas, an independent non-executive director, leads the Board with an impartial view. In accordance with the policy contained in the Board charter, he ensures that there is a balance of power and authority so that no individual has unfettered powers at Board level. He ensures that conflicts are assessed and managed appropriately.
Lead independent director (LID), Khotso Mokhele, appointed by the Board, takes the lead role in the event that the Chairman is unable to serve or has a conflict of interest.
The Chairman's leadership keeps the Board aligned and focused on its strategic priorities, and he is assisted by the Group Company Secretary who plays a pivotal role in ensuring that the Board's processes are efficient, that there is sufficient awareness and compliance with governance and regulatory requirements, and that Board members are continually upskilled and developed.
The Board is satisfied that in line with 3.84(g) of the JSE Listings Requirements, the Audit Committee has fulfilled its responsibilities.
In addition, the Board is satisfied that following recent changes in committee membership, the committees are well-equipped to fulfil their duties. The members possess the necessary skills and experience to effectively carry out their mandates, which are both relevant and aligned with best practices. Furthermore, we are committed to preventing the excessive demands on our members by limiting the number of committees assigned to each, which ensures a thoughtful balance of responsibilities.
Committee mandates and membership
Every year, we review the terms of reference and the membership of each committee to consider global changes, best practices, and emerging trends in governance. As part of our continuous efforts to improve the Board's performance, we evaluated the committee memberships at the end of 2024, taking into account the expertise and skills that each committee requires, as well as the necessity of information sharing across all committees.
The revised mandates of the committees also reflect MTN's development and operating model.
For further details on membership and meeting attendance, see Social, Ethics and Sustainability Committee Chair's review, Audit Committee Chair's review In a dynamic and intricate multi-jurisdictiona, Risk Management, Finance and Investment Committee Chair's review and Directors Affairs and Governance Committee Chair's review.
Sandile Gwala, effective 1 January 2025, joined the Audit Committee, Finance and Investment Committee, and Social, Ethics and Sustainability Committee.
Sindi Mabaso-Koyana, who currently chairs the Audit Committee, joined the Human Capital and Remuneration Committee on 1 August 2024 and the Directors Affairs and Governance Committee with effect from 1 April 2025. She will be stepping down from the ad hoc Strategy Execution Committee.
Vincent Rague stepped down from the Directors Affairs and
Governance Committee and joined the Strategy Execution
Committee
with effect from
1 April 2025.
Nosipho Molope chairs the Risk and Compliance Committee with effect from 1 April 2025.
