Board diversity
The Board-approved diversity policy considers the value diversity brings to the robust deliberations and strategic oversight of the Board diversity does not have specific targets. The Nominations Committee reviews Board diversity for adequacy as part of its annual Board and Committee composition activities and makes recommendations where necessary.
Female representation reduced significantly due to the retirement of Santie Botha, Khanyisile Kweyama, and the resignation of Tsholofelo Molefe, and the passing of Dolly Mokgatle. The Board appointed Herman Singh and Alphonzo Samuels as Non-executive Directors to enable succession planning activities and to address the skills gap identified through the annual skills assessment in FY2020. These included ICT, digital transformation and business and market disruption skills. The appointment of Dirk Reyneke as GCFO, on 07 December 2020 in the place of Tsholofelo Molefe also affected Board diversity. This appointment was duly considered by the Board as it considered Executive succession.
The Board is composed of 10 Independent Non-executive Directors, one Non-Executive Director and two Executive Directors.
The Board, through the Nominations Committee, remains committed to promoting and enhancing female representation through the appointment of Olufunke (Funke) Ighodaro and Ethel Matege-Sebesho. For further details, refer to the notice of AGM, profiles of the two new Non-executive Directors are set out on annexure to the notice of annual general meeting. The Board is satisfied that its composition reflects the appropriate mix of knowledge, skills, qualifications, experience, age and race diversity relative to the Group’s future business requirements.
Our key statistics as at 31 March 2021 are set out below.
Skills and experience
The Board has the advantage of long-serving Members who have thorough knowledge of Telkom’s strategic direction and the evolution thereof. However, the Nominations Committee, with the support of the Group Company Secretariat, continuously reviews the composition of the Board and its Committees to ensure all technical and behavioural skills gaps are identified and addressed. Telkom has rolled out online training initiatives to the Board and its Committees with special focus on ethics, fraud and anti-corruption, Protection of Personal Information Act, 4 of 2013 (POPIA) compliance and information security.
The Board-approved training plan for FY2021 was aimed at embedding governance outcomes as part of Telkom’s ways of working. The Board training plan was postponed to FY2022 due to COVID-19 challenges and competing business imperatives. The Board was trained on the reviewed JSE Debt Listings Requirements in FY2021, and the Risk Committee was trained on Directors and officers' liability insurance cover. The Nominations Committee approved a cloud-based solution training plan for FY2022 reflected in the diagram below:
Independence and tenure
The Board has a balance of long-tenured and newly appointed Directors. This balance contributes to Board stability and the disruptive views of Directors which ensure the Group’s Board is relevant and adaptable to its regulatory and competitive landscape.
In accordance with the memorandum of incorporation, the following Non-executive Directors are serving their respective third three-year term and will be subjected to an independence assessment during FY2022 to be eligible for re-election at the FY2022 annual general meeting (AGM):
- Kholeka Mzondeki
- Fagmeedah Petersen-Cook
- Louis Von Zeuner
Director independence valuation
The Board conducted an independence review in FY2021 on Navin Kapila, who was re-elected at the previous AGM. Another review will be conducted in FY2022 as he has been on the Board for 10 years. The Board conducts an independence assessment in two parts, on independence in appearance and independence of character and judgement. The results of the assessments determine the Directors’ eligibility to stand for re-election at the upcoming AGM. The outcome of the independence assessment confirmed that Navin Kapila remains independent in character and judgement.