68 / 108
Governance
continued
Delegation of authority
The roles and duties of the chairman and group
president and CEO are separate and clearly
defined. This division of responsibilities ensures
a balance of authority with no individual having
unrestricted decision-making powers.
While the board plays an oversight role over the
company, the group president and CEO 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.
The company’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 the business of MTN
and to continuously support them in their role
as directors, the company endeavours to provide
ongoingtrainingrelatingtogeneralmanagement,
corporate governance, laws and regulations
and best practices affecting the business. In
2017, MTN provided the board with training on
the applicable amendments to the JSE Listings
Requirements. In 2018, we wish to continue with
training and development for directors.
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
ensureher independence fromdirector influence
or conflict of interest.
Directors’ dealings
The company continued to enforce closed
periods prohibiting trading in shares bydirectors,
senior executives and employees in terms of the
company’s share dealing and insider trading
policies. The company imposes financial closed
periods on all employees. The closed periods
are effective from the end of the interim and
annual reporting periods until the financial
results are disclosed on SENS and any period
when the company is trading under a cautionary
announcement. Directors are made aware of
their obligations in terms of the JSE Listings
Requirements.
Business practices and ethics
In 2017, the board continued to strive to ensure
that ethics is the foundation of how MTN
operates and that corporate governance best
practices were adhered to. With the application
of the new King IV principles the directors
enhanced their oversight of ethics by being
more proactive in dealing with ethics. To this
end, the CEOs of all the operating entities were
each required to present a report to the social
and ethics committee on their plans regarding
the further entrenchment of ethics, key
challenges and achievements.
It was evident that the operating companies still
faced obstacles which staggered their progress
in ethics management; however, the process
has been more closely monitored by the board.
As a result of its oversight, the board recognised
that a lack of resources, language and cultural
barriers and changing the mindset of some
employees need to be focus areas going forward.
Despite the setbacks highlighted above, each
operating company continues to strive to further
entrench ethics and has taken a firm stance
against bribery and corruption. 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 efficiently implemented and reported
to the group’s social and ethics committee on a
quarterly basis.
The board also continued to manage conflicts of
interest and ensured that the interests of the
company were always at the forefront in all
decision-making processes.
The company also continues to safeguard the
interests of stakeholders, such as the community,
employees, customers and suppliers, bymonitoring
MTN’s activities with regard to social and economic
development, corporate citizenship, consumer
66
MTN Group Limited
Integrated Report 2017