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Board and Committee evaluations |
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The last external evaluation was conducted in FY2019. We appointed an external independent consultant to conduct the annual Board evaluation for FY2022. This was the same independent service provider used in FY2019 to ensure consistency in methodology, continuity and comparison of the findings. |
The Board Evaluation Report indicated that the Board scored highest in the item “monitoring the performance of management and having effective oversight” and lowest in the item concerning “appropriateness of the development programme opportunities being offered to Directors.” The key finding from the Committee Evaluations Reports was that the respective Committees were generally satisfied with the various aspects of the functioning of the Board Committees, with an improved rating for all Committees from the FY2019 Evaluation.
The proposed key focus areas for the future were highlighted as, amongst others, the following:
The Board and its Committees are satisfied that the annual evaluation outcome rating is an indication that their overall performances are still satisfactory. The Board remains committed to improving any challenges that may arise, which included the appropriateness of the development programme opportunities being offered to the Board.
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Conflicts of interest management |
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The Group Secretariat actively manages the conflicts of interest process at the start of each financial year. This includes a process wherein mandatory annual declarations are updated by all Directors and Group Prescribed Officers on our electronic platform. These annual declarations are tabled to either the Group Exco or Board for noting purposes and are safely kept at a central repository. |
To enhance ethical practices, the declaration of interest process also extends to other employees beyond the Executive Management level and suppliers. Suppliers are required to comply with the Supplier Code of Conduct as they come on board.
Telkom remains committed to promoting and embedding transparency and accountability. The ethics and governance prescripts define the conditions and process for declarations of interests. Telkom encourages continuous declarations of conflicts of interest for Executive Directors, Non-executive Directors, Group Prescribed Officers and Executive Management should the circumstances change during the year.
The Group Ethics Handbook was reviewed and approved by the Board. The enhancements focused on compliance with the ISO 37001 standards, identifying emerging ethics and fraudrelated risks and mitigating controls and guidance. The Group governance framework and the Supplier Code of Conduct were reviewed and aligned with the Group Ethics Handbook, and approved by the Board and the respective governance structures.
As we work within a group of companies model, the respective business units and subsidiaries have adopted the Group governance prescripts. There were various potential conflicts of interests recorded in FY2022. The conflict of interests register for the Board and the Group's Ethics Handbook are available at www.telkom.co.za/about_us/humancapital/values/groupethics- handbook.shtml
Under COVID-19 regulations and restrictions, the AGM was convened virtually on 25 August 2021. We adequately addressed and closed all matters raised in the 2020 governance roadshow, and there was no governance roadshow convened in 2021.
Most of the proposed ordinary and special resolutions received favourable votes at the AGM. However, Ordinary Resolution Number 5.2: Non-binding advisory endorsement of the remuneration implementation report, did not. A SENS was published on 3 September 2021 requesting an engagement with the shareholders who cast dissenting votes and the engagement was duly held on 5 October 2021. The issues that were raised by the institutional investors are being considered, and some have already been finalised.
Refer to the Chairperson's report and remuneration report for more information.
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Group Company Secretary |
The Board remains satisfied with the adequacy and effectiveness of the performance of the Group Company Secretary in assisting the Board to discharge its duties. We believe she is competently qualified for the role.
Ayanda Ceba remained the Group Company Secretary. Her role includes engaging and supporting the Board and its Committees regularly. She provides advice regarding their fiduciary duties, JSE Listings Requirements, disclosure obligations, good governance practices, and ethical conduct. There are arrangements in place for accessing external professional corporate governance advisors, where needed. The Board is satisfied that these are adequate and effective through the office of the Group Company Secretary.
The Group Company Secretary maintains an arm's length relationship with the Directors and oversees governance in all subsidiaries aligned to the Group governance framework and the operating model.
The Board, through the Nominations Committee, evaluated the Group Company Secretary in FY2022, and indicated satisfaction with her performance and delivery of targets. She was also evaluated by the Board through an independent service provider. The evaluation covered the individual performance of the Group Company Secretary and the effectiveness of the Group Company Secretariat function. The results indicated that the Board is pleased and satisfied with the performance of the Group Company Secretary and the Group Company Secretariat function.