Creating shared value through
Board diversityAs at 31 March 2022, the Board consisted of 12 Independent Non-executive Directors and two Executive Directors. Five new appointments have since been made. 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.
The Board reviews and considers the broad matters of the diversity policy considering that diversity enables robust deliberations and strategic oversight. The Board diversity policy was reviewed and approved by the Board. The new amendments emphasise gender diversity as it remains a strategic focus when the Board considers new appointments. The Nominations Committee continually reviews Board diversity for adequacy as part of its annual Board and Committee composition activities and makes recommendations where necessary.
The amendments of the Diversity Policy included, among others, the following:
The appointment of Mses Olufunke Ighodaro and Ethel Matenge-Sebesho in FY2021 enhanced female representation at Board level. Their appointments also enabled succession planning activities and addressed the succession risk identified through the annual skills assessment in FY2021. The Board also appointed Sung Yoon with effect from 01 May 2022.
Further, the Board appointed four new Directors being Messrs Brian Kennedy, Mteto Nyati, Ipeleng Selele and Prudence Lebina with effect from 15 July 2022. The addition of the new female Directors shall further enhance the female representation on the Board to 31%, when excluding Executive Directors. These appointments are subject to the shareholders confirming their appointments (refer to the AGM Notice for the abridged CVs of these Directors).
The Group Secretariat ensured that all new Directors and incoming Committee Members were inducted to assist with their onboarding processes and to enable them to duly fulfil their responsibilities in the various governance structures.
The Nominations Committee manages Non-executive Director succession planning to ensure there is a sound pool of successors. It also ensures that appointments occur in a manner that promotes technical and behavioural knowledge transfer to ensure continuity and enhancements for the Board diversity. These appointments are aligned to the approved governance prescripts.
The Board continued with its succession planning activities. This planning came to fruition with the appointment of Serame Taukobong as the GCEO from January 2022. He was appointed GCEO Designate with effect from October 2021. This appointment process was managed by the Nominations Committee in consultation with the Remuneration Committee.
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.
In support of continuous training activities, Telkom rolled out cloud-based online training to the Members of the Board and its Committees. The training focused on ethics, conflicts of interest, fraud and anti-corruption, regulatory compliance, information security and cybercrime tactics. The Social and Ethics Committee was trained on diversity, equity, inclusion, and ESG Strategy and implementation. Members of the Risk Committee were trained on Directors' and Officers' liability insurance cover.
The Board has the advantage of long-serving Members who have in-depth knowledge of Telkom's strategic direction and the evolution thereof. The balance of long-tenured and newly appointed Directors manages continuity, institutional memory, relevance and adaptability to Telkom's regulatory and competitive landscapes.
According to the MOI, the following Non-executive Directors have exceeded their third three-year term:
Other than Louis Von Zeuner, the other three Directors will retire and will not be available for re-election at the forthcoming AGM in August 2022. The Board will conduct an independence review on Louis Von Zeuner in FY2023 as he has served on the Board for nine years. The Board has appointed an independent consultant to conduct the annual Board evaluation process. The service provider will also conduct an independence assessment of Louis Von Zeuner. The assessment will be conducted in two parts: independence in appearance and independence of character and judgement. The results of the assessment will determine the Director's eligibility to stand for reelection at the upcoming AGM. Rex Tomlinson has also resigned with effect from 25 August 2022.
Our key statistics regarding the diversity of the Board of Directors as of 31 March 2022 are set out below.
During the COVID-19 lockdown, the Board and its Committees demonstrated resilience and continued to carry out their respective fiduciary duties to hold meetings as per their approved annual workplans. The Board largely convened all meetings through electronic platforms. Management loaded all Board papers and related attendance registers for consideration on an electronic board portal. The lockdown enhanced the governance structures' uptake in the utilisation of electronic platforms, resulting in minimal disruption to the Board's activities. The Board has resumed in-person meetings on a select basis.
