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About this report

This year, MTN Group Limited (MTN, the Group or the Company) has moved further in its journey towards providing a more integrated report to its stakeholders. This incorporates the recommendations of the revised King Code of Governance Principles for South Africa (King III) and the latest work of the International Integrated Reporting Committee. A structured approach was implemented to define material report content and provide a more holistic picture incorporating the Group’s financial, economic, social and environmental performance. This approach was achieved through workshops and input from key representatives of various disciplines, including risk management, stakeholder management, financial reporting, investor relations, company secretariat, sustainability and human resources. Consideration was given to feedback from key stakeholders in compiling this report. The key improvement made to the 2011 report is the inclusion of the Group opportunities as part of its risk assessment. This forms the thread through the report, providing insight into the most material aspects of the business across MTN’s markets. MTN has also better incorporated its social, economic and environmental contributions to the countries and societies in which it operates.

The board has recently enhanced its committee structure, details of which appear in governance highlights.

For more detailed information on the Group’s sustainability initiatives, stakeholders are directed to the separate sustainable development report, available at www.mtn.com/sustainability. A separate governance report is also available at www.mtn.com/investors. We welcome feedback on this report, which is dated March 2012, at investor_relations@mtn.co.za.
Reporting principles

MTN is a company incorporated in South Africa under the provisions of the Companies Act, 71 of 2008, as amended (Companies Act), and has adopted many principles of King III, the Companies Act, the JSE Listings Requirements and other legislative requirements. The Group subscribes to high ethical standards and principles of corporate governance and is in the process of ensuring full compliance with King III as far as is practical and feasible and with the provisions of the new Companies Act. For more details, please see the corporate governance section on pages 50 to 57.

The Group follows International Financial Reporting Standards (IFRS) to compile its annual financial statements (AFS). MTN discloses the basis for reporting on joint ventures, subsidiaries, associates and leases in its AFS. For reporting on sustainability issues, it also follows the Global Reporting Initiative’s (GRI) guidelines. MTN assesses itself as level B GRI compliant.

Assurance

The audit committee oversees the drafting of the integrated report. On the basis of the recommendations from the joint auditors (PricewaterhouseCoopers Inc and SizweNtsalubaGobodo (Inc), the audit committee provides assurance on the annual financial statements which have been prepared under the supervision of the Group CFO, Nazir Patel. While good progress has been made to comply with sustainability assurance in the current year, MTN Group is working towards achieving full compliance on sustainability assurance in 2013.

Board responsibility

The board of directors acknowledges its responsibility to ensure the integrity of the integrated report. The board has accordingly applied its mind to the integrated report and in its opinion, the report fairly presents the integrated performance of the Group.

Cyril Ramaphosa
Chairman
Sifiso Dabengwa
Group president and CEO