62 / 96
How we are governed to create value
continued
The role of the chairman and lead
independent director
During the year, the executive chairman provided
leadership and sound judgement and was
instrumental in ensuring that the deliberation of
issues and the strategic decisions of the board were
aligned with the Company’s vision, values and
objectives.
As the chairman took on an executive role, the board
also relied strongly on the lead independent director
(LID) for objectivity and guidance, should a situation
have arisen where the impartiality of the chairman
was impaired or there was a perceived conflict of
interest. The LID played a leading role in the
nominations committee as the chairman of the
nominations committee was not independent.
Delegation of authority
While the board plays an oversight role over the
Company, the executive chairman and his executive
management are empowered to manage and lead
the business on a day-to-day basis, guided by an
approved delegation of authority. MTN’s delegated
structures, which include the board committees,
encourage and promote open discussion which
enhances the board’s monitoring function over all
areas of the Company.
Director development
In order to ensure that all directors on both the board
and committees of the Company are adequately
equipped with the latest information and knowledge
relating to MTN’s business and to continuously
support them in their role as directors, the Company
provides ongoing training relating to general
management, corporate governance, any updates
in laws and regulations and best practices affecting
the business. In 2016, we provided the board with a
more robust and interactive training programme
which tackled various governance matters directly
linked to managing the business’s key priorities. In
2017 the Company plans to continue with the training
and further entrench the culture of director
development.
Group secretary
Directors engage with the Group secretary regularly
for governance and regulatory advice. She also
ensures the proper administration of the board and
adherence to sound ethical practices.
The performance of the Group secretary, as well as
her relationship with the board, is assessed on an
annual basis by the nominations committee and the
board. The assessment considers the competency,
qualifications and experience of the Group secretary
and whether she maintains an arm’s length
relationship with the board. For the reporting period
the board is satisfied that she is suitably qualified
and her relationship with the board is adequate to
ensure her independence from director influence or
conflict of interest.
Directors’ dealings
The Company continued to enforce closed
periods prohibiting trading in shares by directors,
senior executives and employees in terms of the
Company’s share dealing and insider-trading
policies. The closed periods are effective from the
end of the interim and annual reporting periods until
the financial results are disclosed on SENS. All
directors trading in shares require the prior approval
of the chairperson of the board.
Conflicts of interest
A director or prescribed officer is prohibited from
using his or her position with respect to MTN or
confidential company information obtained by him
or her relating to the Company, in order to achieve a
financial benefit for himself or herself or any related
third party.
Furthermore, a director or prescribed officer is
obliged to make certain disclosures regarding any
conflict of interest he or she may have when such
conflict arises. Directors and prescribed officers
who have declared a conflict of interest in certain
transactions, have voluntarily recused themselves
from participating in any manner with regard to
those transactions.
Business practices and ethics
In 2016, the board continued to strive to ensure that
ethics is the foundation of how the Company
operates and that corporate governance best
practices were entrenched. Accordingly, the
directors recognise their responsibility to set the
tone from the top, by avoiding instances of conflict
of interest and having the interests of the Company
at the forefront of all decision making.
Despite a few setbacks, each operating company
continues to strive to further entrench ethics through
a systemic methodology. Each company is
supported by ethics champions who provide
effective guidance, encourage employees to report
all instances of fraud through the whistle-blowing
hotline and ensure that the Company’s ethics are
MTN Group Limited
Integrated Report 2016
60