Our values serve as a compass, leading us towards sustainable growth, resilience, and excellence in an increasingly competitive and interconnected global marketplace.
We recognise that diversity in our Board not only enriches deliberations, but also enhances the quality of strategic oversight.
Guided by our Board Diversity Policy, the Board carefully considers various aspects of diversity in the appointment processes. This includes the deliberate inclusion of individuals from diverse racial and cultural backgrounds, nationalities, age groups, and abilities. Additionally, we value integrating youthful and dynamic leadership with fresh viewpoints that complement the wisdom and institutional knowledge of long-serving directors.
We continue to actively search for directors with skills that align with MTN's strategic intent and growth aspirations.
As part of our ongoing commitment to diversity, we are progressively embedding diversity and transformation imperatives throughout our Opcos, aiming to make diversity an integral and pervasive aspect across the boards of the Opcos.
Stakeholders expressed concerns about the age diversity on the Board. As a result, effective 1 January 2025, we appointed a new director who combines experience with youthful energy and an entrepreneurial mindset.
Independent non-executive directors
Executive directors
Target: an appropriate mix
South Africans
Other nationalities
Target: at least four women
Men
Women
Target: 50% historically disadvantaged individuals
Black
White
Target: an appropriate mix
0 – 3 years
4 – 6 years
7 – 8 years
9+ years
Target: an appropriate mix
50 – 59 years
60 – 69 years
70+ years
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
Finance and investment management
Telecommunications
Strategy
Technology
Other
Legal and regulatory
^As at publishing date.
Board succession was a primary focus in 2024 as the Board aimed to ensure it has the necessary skills to navigate future challenges and align with the company's evolving trajectory beyond 2025. This initiative is particularly important in light of the anticipated retirements of current directors, necessitating both a refresh of skills and the identification of gaps.
In 2024, the Board continued its search for directors with the requisite expertise, resulting in the appointment of Sandile Gwala, who joined the Board on 1 January 2025.
His contributions will be particularly valuable in the audit and finance and investment committees.
All appointments to the Board were conducted through a formal and transparent process, guided by an approved policy and assisted by the Directors and Corporate Governance Affairs Committee facilitated by the Group Company Secretary.
In 2024, we continued to ensure that all appointments of directors include a verification and vetting process. The process is conducted under the oversight of the Directors Affairs and Governance Committee, led by the Group Board Chairman, and guided by our policy on the appointment of directors.
In late 2023, a thorough Board evaluation was carried out, concluding in early 2024. The results of this evaluation were carefully reviewed by the Board, leading to the endorsement of a detailed remedial action plan designed to enhance the Board’s oversight capabilities and governance practices.
Going forward, the Board is focused on continuing to improve its oversight of Group subsidiaries, working closely with them to ensure alignment and evolving its composition to strengthen skills. The Board continues to focus on promoting diversity and inclusion, as well as the effective implementation of the strategy to achieve sustainable growth.
Our decision-making framework journey
In 2023, we embarked on a transformative journey to embed the refreshed decision-making framework (DMF). This endeavour presented us with numerous challenges, but also rewarding outcomes. Throughout the implementation process, we encountered several setbacks in various jurisdictions, which required us to make agile operational adjustments. Despite these hurdles, our efforts to socialise and embed the DMF were ultimately successful, resulting in its effective integration into our organisational processes.
In 2024, our primary focus shifted toward assessing the effectiveness of our DMF. We aimed to identify bottlenecks, improvement areas, and aspects requiring heightened attention. This evaluation involved engaging with MTNers across the Group at all levels to gather insights on the DMF’s functionality. By doing so, we sought to uncover pain points in the current implementation process and develop strategies for continuous enhancement. This work is approaching completion and is anticipated to be finalised in the first half of 2025.
Looking ahead, our goal is not only to refine the DMF but also to enrich it, ensuring it remains agile and forwardlooking beyond 2025. We recognise that the DMF is essential for navigating our complexities. We are excited about the positive impact the new changes will have on our organisation’s operational efficiency and effectiveness in the years to come.
To remain effective, the Board recognises it must induct, develop and modify its members from time to time to suit the company’s needs. Accordingly, the Group Company Secretariat has a structured induction and development programme that seeks to equip new directors with an understanding of the strategy and the complexities of the business. We provide ongoing training for all directors on a range of matters related to their role to assist them to act with due care, skill and diligence.
One of the key sessions was upskilling the Board on AI and digital transformation.
By keeping informed of various developments, directors are able to exercise their authority to take appropriate risks and capture opportunities in a responsible manner and in the best interests of MTN Group.
The Board meets on a quarterly basis in line with the Group reporting cycle. Each meeting follows an agenda agreed by the Chairman, CEO and Company Secretary. Documents for discussion are loaded on a virtual platform for directors to preview. Discussions are usually around performance, risks and opportunities, governance updates and regulatory matters for consideration, as well as strategy execution. In 2024, there were:
The Board conducted strategy sessions in April, July and November 2024 to review the trajectory of MTN, the geopolitical environment, and emerging risks. The Board decided to add an additional strategy session in the fourth quarter. During these sessions, it reviewed proposals from management and considered various macroeconomic factors.
During a strategic session in China in 2024, our Board focused on examining the technological, digital and technical advancements achieved by a country like China. This initiative was part of a broader dialogue regarding MTN's strategic direction and objectives for the future. The aim was to identify valuable insights and potential innovations that could inform and enhance MTN's future strategy.
We deliver on our plans to drive holistic socioeconomic benefits to society through our four-pillar sustainability strategy framework, complemented by bold commitments for each pillar. By centring our sustainability strategy on ESG principles, we ensure that it is flexible enough to withstand macroeconomic headwinds and prioritise material issues as these emerge. Our most material focus areas are linked to clear targets and measurable performance indicators, while we continue to manage and measure our remaining ESG matters.
MTN’s ESG performance is closely monitored by the Board through the Social, Ethics and Sustainability Committee.
In 2024, we conducted a virtual AGM where all shareholders participated remotely. Remote participation has become a standard practice, and feedback from stakeholders suggests that we should continue to facilitate remote involvement for shareholders. However, there remains a recognised necessity for face-to-face interactions.
Our resolutions all passed with the requisite majority votes, and we earnestly endeavoured to address concerns raised by shareholders.
We encourage shareholders to submit questions prior to the meeting; this has proven to be an effective way for the company to consider and effectively respond to concerns and suggestions. Shareholders will still be able to 'raise their hands' at the meeting and MTN will make a concerted effort to ensure that all questions are addressed.
The Board was pleased that Ordinary Resolution 9 relating to the implementation report was carried; it served as a positive testament to the ongoing and constructive engagements with shareholders regarding our Remuneration Report, as well as the efforts that our management is making to consider shareholder recommendations.
Preparation for the amendments to the Companies Act are also ongoing in relation to remuneration matters.
MTN has regularly scheduled an annual governance roadshow to interact with shareholders; 2024 was no different. During these sessions, topics such as the AGM notice and broader governance issues, including remuneration, are discussed. The roadshows are overseen by Chairman Mcebisi Jonas and lead independent director Khotso Mokhele, who also serves as the Chair of the Remuneration Committee. The discussions in 2024 were productive and constructive.
The Board committees responsible for evaluating the issues raised during the governance roadshows have considered all of them. The majority of issues have already been resolved, and the Board intends to continually review each issue and work towards these.
We continue to engage with shareholders regarding the evolving remuneration governance and good practice requirements. In the event of a vote of over 25% against our remuneration policy or implementation report, we will hold engagements with dissenting shareholders to listen and understand their concerns, while aiming for a meeting of minds on any contentious issues.
We continue to review new trends in the regulatory landscape for emerging remuneration governance requirements.
MTN has a Share Dealing and Insider Trading Policy, which governs the share dealing processes for directors, prescribed officers and employees. The policy aims to align with the JSE Listings Requirements and ensures that MTN has robust administrative and disclosure processes. The policy also includes additional provisions to protect employees from contravening the Financial Markets Act.
The company is in compliance with the provisions of the Companies Act and is operating in conformity with its memorandum of incorporation.
The Board is assisted by a competent and suitably qualified Group Company Secretary function, led by Thobeka Sishuba-Bonoyi. She and her representatives have an arm’s length relationship with the Board. Following a rigorous assessment of performance in March 2024, the Board is satisfied that the function has the competency, qualifications and experience to provide sound governance advisory and stewardship to the Board and management.
To align with Ambition 2025, the Group Company Secretariat function is re-evaluating and improving its operating model across the Group to ensure that the department is fit for purpose, independent and adequately resourced.
MTN’s directors and executives provide oversight using a combined assurance model that considers the role of management, control functions, internal and external audit and the Board committees of subsidiaries. They use a simplified governance approach in often complex environments as they strive to create and preserve shared value through all subsidiary companies. The Group Audit Committee is responsible for oversight of the implementation of combined assurance.
The combined assurance model means there are numerous lines of defence to identify, prevent and mitigate risks and provide independent assurance to both the Group Exco and the Board either through the Group Audit Committee or the Group Risk Management and Compliance Committee.
We are committed to protecting and ensuring the security of the personal information of all our stakeholders. Our privacy and Data Privacy and Protection Policy prescribes a set of principles that governs how MTN collects, processes and protects personal information. The policy reiterates our commitment to compliance with all applicable legal and regulatory requirements governing the collection and processing of personal information. Therefore, the privacy rights of all data subjects are respected and protected; we always ensure that our business interest does not override the rights of data subjects, and we rely on a lawful basis to process all forms of personal information.
MTN recognises that the management of conflicts of interest is critical in promoting ethical conduct and protecting the integrity of MTN decision-making processes. Accordingly, directors and employees are encouraged to act in a responsible and ethical manner, taking into consideration the Group’s best interests. They are required to complete a declaration of interest at the start of each year.
There has been significant improvement in the understanding of the process; this has been as a result of the awareness created with the MTN Conduct Passport and the guidance framework provided to employees and rolled out in all operations.
As an organisation, we are aware of the impression of impropriety that excessive entertainment or the giving and accepting gifts may create. Therefore, while we appreciate our business partners’ goodwill, MTN has a strict “No-Gifts” policy but with certain exception that allows gifts of limited value, such as corporate branded gift items, to foster and maintain good relationships with our stakeholders. The Gifts, Hospitality and Entertainment Policy provides limits and approval requirements and requires that all gifts be declared and recorded in a gifts register.
