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Leadership
Role of the board
The board is responsible for the adoption of strategic plans, themonitoringof operational performance
and management, and the development of appropriate and effective risk management policies and
processes. It fulfilled all these responsibilities in the year.
Key achievements in accordance with the board charter
Contribute to and approve strategy
Approved new BRIGHT strategy. In 2018 there
will be greater focus on delivery.
Provide oversight of performance against
targets and objectives
Board received regular reports in order to
perform its oversight and provide guidance
on key performance areas.
Provide oversight on key risk areas
Adopted new risk tolerance and risk appetite
framework aimed at enhancing the risk
identification and monitoring process.
Overseeing the enhancement of relationships
with stakeholders
Considered a new stakeholder matrix which
will ensure that the company enhances its key
relationships with stakeholders, this matrix will
be approved in 2018.
Ensure that the company is playing its role as
a responsible corporate citizen
Each year a portion of the net profits of MTN
are funnelled into the foundations and other
structures in order to identify and address the
needs of the countries in which we operate.
The group is determined to continue making
its mark in our communities.
Review the dividend policy
Rebased the dividend.
Board appointments and resignations
We welcomed Rob Shuter as the new group
president and CEO with effect from 13 March
2017 and Ralph Mupita as group chief financial
officer with effect from 3 April 2017.
Following Rob’s commencement, Phuthuma
Nhleko stepped down from his role as executive
chairman and reverted to his role as the non-
executive chairman of the group.
Retirement of directors
In line with the Companies Act, MTN’s
memorandum of incorporation requires new
directors to be subject to an election at the first
annual general meeting (AGM) 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.
On 25 May 2017, we announced that
Alan van Biljon, who had been serving on
the board since 2002, would step down on
31 December 2017. Alan Harper replaced Alan
van Biljon as the new lead independent director.
He will continue to lead the board in any
instances where the chairman (who is not
independent) is conflicted. We also announced
that Phuthuma Nhleko would step down as
chairman in December 2018.
Directors who have served on the board for a
period of in excess of nine years retire at every
AGM and are re-elected following a review of
their independence and objectivity in carrying
out their duties. Three directors will be retiring
as a result of having served on the board for an
aggregate period in excess of nine years.
This exercise ensures that shareholders have
the opportunity to exercise their vote with regard
to whether the MTN board has appointed the
most appropriate directors to meet the best
interests of the company.
MTN Group Limited
Integrated Report 2017
57
Governance, people
and remuneration