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How we are governed to create value
continued
Board committees
The board has delegated its authority to various
board committees with the mandate to deal with
governance issues and report to the board on their
activities on a quarterly basis.
Each committee operates under terms of reference
which set out roles and responsibilities, composition
and scope of authority. These are reviewed on an
annual basis. For a full appreciation of the terms
of reference, see the governance report on the
MTN website.
During the year under review, each committee had a
number of key duties and responsibilities and the
board is satisfied that the committees effectively
discharged their responsibilities in accordance with
their respective terms of reference.
Board committees’ activities
Committees
Activities in 2016
Priorities for 2017
Audit committee
KC Ramon (chairman)
NP Mageza
MJN Njeke (resigned
25 May 2016)
A Mikati (appointed
25 May 2016, resigned
4 August 2016)
P Hanratty (appointed
4 August 2016)
J van Rooyen
•
Safeguarded the assets of the Group.
•
Performed monitoring and oversight over financial
systems and controls.
•
Ensured the preparation of financial statements.
•
Reviewed and was satisfied with the competence and
performance of the Group CFO and acting Group CFO
and the finance function.
•
Reviewed the independence and objectivity of the joint
external auditors.
•
Reviewed the competence and performance of the
Group business risk officer.
Continue to:
•
Provide oversight of the provision
of non-audit services by joint external
auditors.
•
Ensure compliance with King IV
principles.
•
Perform monitoring and oversight
of financial systems and controls.
•
Review independence and objectivity
of joint external auditors.
•
Review competence and
performance of Group CFO and
finance function.
•
Enhance disclosure of monitoring
and compliance with environmental
laws, findings on non-compliance
and sanctions thereof.
•
Disclose arrangements for governing
and monitoring stakeholder
relationships.
More information on the audit committee
is set out in the audit committee report
in the
AFS
.
Nominations committee
PF Nhleko (chairman)
#
A Harper
AT Mikati
NL Sowazi (appointed
4 August 2016)
AF van Biljon (lead
independent director)
JHN Strydom (resigned
25 May 2016)
•
Ensured a formal and transparent board nomination and
election process (guided by our director appointment
policy) in the appointment of new directors.
•
Conducted an independence review on the directors
serving the board for a period in excess of nine years.
•
Conducted an in-depth independence review on
the chairman.
•
Evaluated and recommended the retiring directors
and audit committee members for re-election.
•
Evaluated the performance of the Group secretary
and the secretarial function.
•
Ensured that the appointment of a suitable Group
president and CEO and the Group CFO was finalised
through a formal and transparent process.
•
Ensured that the effectiveness of the board
was enhanced.
•
Review diversity of the board, by
implementing an approved policy on
the diversity of the board.
•
Ensure that gender diversity is a
priority as required by the JSE.
Remuneration and
human resources
committee
A Harper (chairman)
AT Mikati
PF Nhleko
JHN Strydom (resigned
25 May 2016)
NL Sowazi
(appointed
4 August 2016)
J van Rooyen
•
Ensured that MTN’s remuneration strategies and policies
are designed to attract, motivate and retain quality
employees, directors and senior management
committed to achieving the overall goals of the
Company.
•
Benchmarked MTN’s remuneration against competitor
companies.
•
Recommended the advisory note on the remuneration
philosophy which was ultimately reviewed by
shareholders.
•
Recommended the submission to the board and the
annual general meeting the remuneration of the
chairman and members of the board and a no-fee
increase for non-executives.
•
Retain key employees.
•
Continue to enhance succession
planning.
•
Ensure that MTN obtains suitable
talent for the changing business
environment.
#
Although Mr Nhleko remained as chairman, Mr van Biljon led the nomination committee’s discussions throughout the year because
Mr Nhleko was a non-independent director.
MTN Group Limited
Integrated Report 2016
58