Company Name and page strapline

• Board
  
  Vodacom has a unitary board of 12 directors. Five directors, including the Chairman, are independent non-executive directors. Five are non-executive directors and two are executive directors. Although the majority are non-executive directors, half of our non-executive directors are not independent as recommended by King III as they represent Vodafone. However, the Board is satisfied that the balance of power and objectivity on the Board is sufficient and does not require additional independent voices.
  
  

• A Board charter has been adopted which details the responsibilities of the Board. These responsibilities include:
  

	oversight of the Group’s strategic direction;
	approving major capital projects, acquisitions or divestments;
	exercising objective judgement on the Group’s business affairs independent of management;
	ensuring that appropriate governance structures, policies and procedures are in place ;
	ensuring the effectiveness of the Group’s internal controls;
	reviewing and evaluating the Group’s risks;
	approving the annual budget and operating plan;
	appoving  the annual and interim financial results and shareholder communications; and
	approving the senior management structure, responsibilities and succession plans.

Accountability

The Board takes overall responsibility for Vodacom’s sucess. Its role is to exercise leadership and sound judgement in directing Vodacom to achieve sustainable growth and act in the best interests of shareholders.

In line with best practice, the roles of Chairman and Chief Executive Officer are separate. The Chairman is responsible for leading the Board and the
Chief Executive Officer for the operational management of the Group.

Directors

Our directors have wide-ranging expertise and experience in finance, commerce and Vodacom’s articles of association specify that non-executive directors have no fixed term of appointment. Executive directors are subject to standard terms and conditions of employment, and a six-month notice period. Directors are subject to retirement by rotation and re-election by shareholders at least once every three years. Any director appointed to fill a casual vacancy must retire at the first annual general meeting following his/her appointment.

Chairman

The articles of association require the Board to re-elect the Chairman yearly, in line with King III. Peter Moyo was re-elected on the anniversary of his appointment in May 2011.

Independent advice

The Board recognises that there may be occasions where directors consider it necessary to take independent professional advice.  This is done at the Company’s expense according to agreed procedure.

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• Board meetings
  
  The Board holds a minimum of four meetings, three teleconferences and a strategy session every year. Special Board meetings are convened when necessary. A special meeting was held on 21 April 2010 to approve a trading update.
  
  The table below records the attendance of directors at these meetings.
  
  

Name of director	Special		Telecon	Telecon			Telecon
	21.4.10	13.5.10	28.5.10	20.7.11	14.9.10	4.11.10	2.2.11	10.3.11
MP Moyo
PJ Uys
MS Aziz-Joosub			–
P Bertoluzzo
TA Boardman
M Joseph			X	X
M Lundal			X
P Malabie1			X				–	–
TM Mokgosi-Mwantembe
PJ Moleketi
NJ Read2	–	–	–	–
RAW Schellekens			X
RC Snow3	X				–	–	–	–
RA Shuter

Notes:

• 1. P Malabie resigned 4 November 2010.

• 2. NJ Read appointed 13 September 2010.

• 3. R Snow resigned 13 September 2010.

Board committees

The non-executive directors play a pivotal role on the Board’s committees. All committees operate under Board-approved terms of reference, which are updated from time to time to stay abreast of developments in corporate law and governance best practice.

Executive Committee

During the year, the executive committee was expanded to include the Chief Executive Officer (Chairman), Chief Financial Officer,
Chief Commercial Officer, Chief Human Resources Officer, Chief Officer: Corporate Affairs, Chief Executive Officer: International Business,
Chief Technical Officer,
Chief Operating Officer: South Africa, Chief Officer: Legal and Regulatory and the Managing Director: South Africa.

The committee is responsible for managing the Group operations, developing strategy and policy proposals for the Board’s consideration, and implementing the Board’s directives. It has a properly constituted mandate and terms of reference.

The committee’s responsibilities include:

	leading executives, management and employees;
	developing the annual budget and business plans for the Board’s approval; and
	developing, implementing and monitoring policies and procedures, internal controls, governance, risk management, ethics and authority levels.

Audit, Risk and Compliance Committee

Current members: TA Boardman (Chairman), PJ Moleketi, A Kekana.

During the year, the Audit Committee revised its mandate to include risk management and is now known as the Audit, Risk and Compliance Committee.

Further details of the activities of the Audit, Risk and Compliance Committee may be found in its report in the audited annual financial statements for the year ended 31 March 2011..

Remuneration Committee

Current members: TM Mokgosi-Mwantembe (Chairman), TA Boardman, NJ Read, RAW Schellekens.

Members of the Remuneration Committee during the year included:
TM Mokgosi-Mwantembe (Chairman)
TA Boardman
M Lundal
RAW Schellekens

Morten Lundal stepped down from the committee in March 2011 and was replaced by Nick Read.

The membership of the Remuneration Committee does not comply fully with King III, which advocates a majority of independent non-executive directors. Of the non-executive directors on the committee, only half are independent. Thoko Mokgosi-Mwantembe, the Chairman of the committee, and Mr TA Boardman are independent non-executive directors. The Board is satisfied that Vodafone’s representation on this committee is appropriate given the valuable contribution of the Vodafone directors.

The Remuneration Committee, in consultation with executive management, ensures that the Group’s directors and senior executives are fairly rewarded for their individual contributions to overall performance in line with Vodacom’s remuneration policy. 

In the year, the Remuneration Committee met five times with attendees as follows:

Name of director		Telecon	Telecon
	11.5.10	27.5.10	13.9.10	4.11.10	10.3.11
TM Mokgosi-Mwantembe
TA Boardman
M Lundal
RAW Schellekens

Further detail of the activities of the Remuneration Committee may be found in our Integrated Report for the year ended 31 March 2011.

Nomination Committee

Current members: MP Moyo (Chairman), TM Mokgosi-Mwantembe, NJ Read, RAW Schellekens.

Members of the Nomination Committee during the year included:
MP Moyo (Chairman)
TM Mokgosi-Mwantembe
M Lundal
RAW Schellekens

Morten Lundal stepped down from the committee in March 2011 and was replaced by Nick Read.

The membership of the Nomination Committee does not comply fully with King III, which advocates a majority of independent non-executive directors. Of the non-executive directors on the committee, only half are independent. Peter Moyo, the Chairman of the committee, and Thoko Mokgosi-Mwantembe are independent non-executive directors.

The duties of this committee include:

	identifying and evaluating suitable candidates for appointment to the Board. The authority to appoint directors remains a function of the Board;
	identifying and evaluating candidates for the position of Chief Executive and Chief Financial Officer;
	making recommendations on the composition of the Board in terms of skills mix, size and the number of committees required; and
	reviewing and approving executive succession.

In the year, Nomination Committee attendance was as follows:

Name of director
	13.9.10	4.11.10	10.3.11
MP Moyo
TM Mokgosi-Mwantembe
M Lundal
RAW Schellekens

Social & Ethics Committee

The Board agreed to establish a Social & Ethics Committee with effect from 1 April 2011. The members the members of this committee are:
PJ Moleketi (Chairman)
MP Moyo
RAW Schellekens
PJ Uys

As contemplated by the Companies Act, 2008, (as amended) and King III, this committee will oversee and monitor Vodacom’s activities in relation to:

	social and economic development including the principles of the United Nations Global Compact, Broad-based Black Economic Empowerment, Employment Equity and the OECD’s recommendations on corruption;
	good corporate citizenship which includes promoting equality, preventing unfair discrimination, corporate social responsibility, ethical behaviour and managing environmental impacts;
	consumer relations; and
	labour and employment, including skills development.

Board evaluation

An independent service provider conducted a comprehensive board evaluation during the year. Although the evaluation identified no significant weaknesses, the Board agreed to:

	devote more time to developing a common understanding of the internal climate and culture following Vodacom’s alignment with its parent company, Vodafone;
	balancing the Board’s time between operational oversight and strategy; and
	briefing the Board in between Board meetings.