Social and ethics statement

The MTN Group social and ethics committee (the committee) is pleased to present this social and ethics statement in terms of sections 72(4) and (5) of the Companies Act, 2008, read with regulation 43 of the Companies Regulations, 2011, which states that all listed public companies must establish a social and ethics committee and that the committee must report to shareholders on its activities during the year under review.

The committee has adopted comprehensive and formal terms of reference which have been approved by the board and which are reviewed on an annual basis. Details of the terms of reference are set out on page 32 of the governance highlights.

The committee comprises four independent non- executive directors who are suitably qualified to serve as committee members. The composition of the committee and the members’ attendance are set out below:

The biographical details of members are set out on pages 22 and 23 of the integrated report. The committee meets at least three times a year and members’ fees are included in the table of directors’emoluments and related payments.

The Group president and chief executive officer and Group chief human resources and corporate affairs officer attend meetings by invitation.

Being a listed company, MTN Group upholds the principles of ethical leadership and corporate citizenship as outlined in Chapter 1 of the Third King Report on Corporate Governance for South Africa (2009):

In executing on Principle 1.1, oversight of the management of ethics was delegated to the social and ethics committee. A best practice approach was adopted by the committee to ensure ethics is managed in a structured and effective manner, and all MTN-based interventions are being conducted within this framework.

MTN’s approach to ethics management involves key systemic capabilities, grounded in leadership commitment, personal and organisational values, business principles, regulatory imperatives and our commitment to key global responsibility protocols.

MTN has embarked on a long-term sustainable ethics management intervention (MTN-EMI), commencing with a comprehensive independent ethics risk analysis that requires data to be provided by internal and external stakeholders for analysis in developing an MTN ethics risk profile and associated ethics risk mitigating strategy. All this information is submitted to and debated at the social and ethics committee meetings. After deliberation, the committee passes the requisite approvals and/or recommendations for board approval.

Progress in 2013 on elements of the ethics management framework

	Governance of ethics		Governance of ethics at MTN is directed through an independent ethics risk assessment and profiling that forms the basis for the Company’s ethics risk mitigation strategies. The Ethics Institute of South Africa was commissioned to conduct an independent comprehensive ethics risk assessment, starting at the Group office and cascading to opcos.
	Code and policies		The committee commissioned several initiatives to mitigate the risks associated with bribery and corruption in the workplace. This included the development of priority ethics and compliance policies and frameworks to ensure crucial aspects of ethics are governed and managed appropriately and with effect: • Adoption of a revised MTN Group social and ethics statement, to give more emphasis to the intent to balance the benefits of the rapid development of technology with ethical and responsible application. • Adoption of an anti-bribery and corruption policy (aligned to the UK Bribery Act). • Adoption of a fraud incident reporting framework. • Adoption of a gifts and hospitality policy. • Adoption of an issue management framework. • Adoption of a conflict of interest policy. • Adoption of a policy on security and privacy human rights in use of information and communication technologies (human rights policy).
	Ethics governance structures		The committee has, in fulfilling its mandate, ensured collaboration between its own activities and those of other board committees and operational structures such as the board’s risk management, compliance, and corporate governance committee. Issue management councils came into effect in terms of the issue management framework adopted by the committee. These councils offer a mechanism to manage issues cross-functionally at Group and at opco level. The ethics task team, together with opco ethics champions, continued the institutionalisation of ethics in the organisation. Cultural operating system (COS) influencers were identified and trained to provide ethics leadership through the Company’s culture change model.
	Institutionalisation and reporting		In order to assist in institutionalising ethics management, an opco mobilisation plan was rolled out which directed the roles and responsibilities of ethics champions. Mobilisation involved the communication of ethics standards and messages and advocacy of ethics resources available to the Group. Ethics governance and management training was undertaken by: • The board • The social and ethics committee • The ethics task team (ethics officer certification) • 25 ethics champions from across the Group Training conducted to institutionalise the use of the MTN issue management toolkit and the corporate affairs handbook. MTN continues to raise its ethics profile across the organisation. In 2013, 12 122 employees completed the MTN Academy e-Live ethics and governance-related online courses. A total of 20 477 online ethics and governance courses were completed during the year.

KP Kalyan
Chairman