The Board

Board

Vodacom Group has a unitary Board consisting of 12 directors. Of these, four, including the Chairman, are independent non-executive directors while five are nonexecutive and three are executive directors. A Board charter has been adopted where the detailed responsibilities of the Board include:

• oversight of the strategic direction of the Vodacom Group;
• approving major capital projects, acquisitions or divestments;
• exercising independent objective judgement on the business affairs of the Group independent from management;
• ensuring that policies and procedures are in place in terms of appropriate governance structures;
• ensuring the effectiveness of and reporting on the Group’s systems of internal controls;
• review and evaluation of business risks facing the Group;
• approval of the annual budget and operating plan;
• monitoring policies and procedures, internal controls, governance, risk management, ethics and authority levels;
• approval of the annual and interim financial results and shareholder communications; and
• approval of the senior management structure, responsibilities and succession plans.

Accountability

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

In line with best practice, the roles of chairman and chief executive are separate. The board is led by the chairman while operational management of the Group is the responsibility of the Chief Executive Officer.

Directors

The directors have a wide range of expertise as well as significant experience in financial, commercial and mobile telecommunications activities. In terms of Vodacom Group’s recently adopted articles of association, the non-executive directors have no fixed term of appointment while the executive directors are subject to the standard terms and conditions of employment. Two of the three executive directors have a notice period of 3 months, while the Chief Executive Officer has a notice period of 12 months.

In terms of Vodacom’s articles of association, the 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 appointment and stand for re-election at that annual general meeting.

Independent advice

The Board recognises that there may be occasions where one or more directors feel it necessary to take independent professional advice at the company’s expense. There is an agreed procedure for them to do so.

Board meetings

A minimum of four board meetings plus a strategy session are scheduled per financial year. Additional board meetings may be convened when necessary.

Five board meetings plus four special board meetings were held during the past financial year. The accompanying table details the attendance by each director at these meetings.

Company secretary

All directors have access to the advice and services of the company secretary, who is responsible to the Board for ensuring compliance with procedures and applicable statutes and regulations. To enable the Board to function effectively, all directors have full and timely access to information that is relevant to the proper discharge of their duties. This includes information such as corporate announcements, investor communications and other developments which may affect Vodacom and its operations. This also includes access to management where required.

The company secretary is responsible for development of director training. All new directors, where relevant, are appropriately inducted to Vodacom by the company secretary and Chief Executive Officer, which includes briefings on fiduciary and statutory responsibilities as well as orientation in respect of the Group’s operations.