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Leadership
Role of the board
The board of directors’ key purpose is to ensure the
wellbeing of the Company, while endeavouring to
create value for all our stakeholders. As set out in the
King IV Code, the board’s primary role is to carry
out the following:
•
Steer and set strategic direction.
•
Approve policy and planning.
•
Oversee and monitor.
•
Ensure accountability.
Board appointments and resignations
The Company acknowledges that an effective board
must have the expertise and competence to
promptly and appropriately address current and
emerging issues to ensure the delivery of our
strategy. Accordingly, in 2016 after certain directors
retired, the board appointed new members with
relevant academic qualifications, technical expertise
and industry knowledge and who enhance the
board’s diversity.
Following the resignation of Johnson Njeke and
Jan Strydom on 25 May 2016, the board appointed
Paul Hanratty, Stan Miller and Nkululeko Sowazi as
directors with effect from 1 August 2016. These
appointments were conducted through a formal and
transparent process.
The Company also identified Rob Shuter for
appointment as Group president and CEO with
effect from 13 March 2017 and Ralph Mupita as
Group chief financial officer with effect from
3 April 2017. Once the Group president and CEO
commences his term in office, the executive
chairman will step down from his executive role and
revert to his role as the non-executive chairman of
the Group.
Retirement of directors
In line with the Companies Act, the Company’s
memorandum of incorporation requires new
directors to be subject to an election at the first
annual general meeting following their appointment.
Directors are also subject to retirement every three
years, subject to an evaluation conducted by the
board, assisted by the nominations committee.
Directors who have served on the board for a period
in excess of nine years retire at every annual general
meeting and are re-elected following a review of
their independence and objectivity in carrying out
their duties.
Accordingly, nine directors will be eligible for
election and re-election at the forthcoming AGM.
This ensures that shareholders have the opportunity
to exercise their vote with regard to whether the
Company has appointed the most appropriate
directors to meet the best interests of the Company.
Length of tenure of directors
Succession planning
Following the outcomes of the board evaluation,
the board, through the nominations committee,
performs a comprehensive assessment of the skills
set of the current board of directors. This facilitates
board succession planning and ensures that the
board has the requisite skills for transitioning into
the years ahead. In 2016, the Company undertook
the process of evolving the composition of the
board and the Company believes that the board has
the necessary skills to fulfil its role.
Diversity and composition of the board
The Company acknowledges that diversity gives the
board the benefit of different perspectives and
ideas. The Group has a unitary board, consisting of
executive and non-executive directors who
represent a broad spectrum of demographic
attributes and characteristics. To promote objectivity
and reduce the possibility of conflict of interests,
the majority of directors are independent non-
executive directors. The competence and views of
individual directors, as well as their interaction
during board meetings, allows strategic oversight.
Since gender is one of attributes that contribute to a
balanced composition of the board, the board is
focused on improving the representation of women
on the board and introducing new skill sets to
achieve the board’s objectives.
Board diversity
Board
independence
■
Independent
directors
11
■
Executives 1
■
Non-
executives
1
■
South
Africans
8
■
Non-South
African
5
Nationalities
■
Women
3
■
Men
10
Gender
representation
(As at 2 March 2017)
0-3
years
5
3-6
years
1
6-9
years
3
9+
years
4
MTN Group Limited
Integrated Report 2016
57
GOVERNANCE,
PEOPLE AND
REMUNERATION