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Overview of board structure

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 sets out the responsibilities of the Board, which 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 business plans;
•	approving annual and interim financial results and shareholder communication; and
•	approving the senior management structure, responsibilities and succession plans.

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