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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.
The board is satisfied that in 2017 the committees effectively discharged their responsibilities, in
accordance with their respective terms of reference.
Governance
continued
Risk management, compliance and corporate governance committee
Members
Attendance
Peter Mageza (chairman)
4/4
Koosum Kalyan
4/4
Shaygan Kheradpir
3/4
Dawn Marole
4/4
Stanley Miller
3/4
Nkunku Sowazi (appointed 25 May 2017)
1/4
By invitation: Chairman of the audit committee, group president and CEO, group CFO,
group business risk officer, external auditors
Mandate
The committee works to improve the efficiency of the board and assist it in discharging its
duties, which include identifying, considering and monitoring risks impacting the company and
ensuring compliance with prevailing legislation and other statutory requirements, including
corporate governance frameworks.
Peter Mageza
Chairman
“The industry is transforming, from one driven by voice to one dominated by
data and digital. This, along with changing customer demands and more
onerous regulatory requirements, means that MTN’s operating environment
remains both complex and dynamic. While taking advantage of the
opportunities on offer, MTN needs to be cognisant of the related risks and
ensure that these are appropriately mitigated in the markets in which the
group operates. This necessitates even greater assessment and oversight
by the committee. We continue to guide the group on managing strategic,
operational and topical risks: those with the potential to impact the delivery
of the group strategy, the day-to-day risks faced by opcos, as well as the
risks that arise from developments in MTN’s environment. Ensuring a robust
compliance model remains essential.”
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MTN Group Limited
Integrated Report 2017