The Board considers good governance to be essential in Telkom's operations to ensure efficiency, effectiveness, transparency and accountability. Telkom's governance ethos, which is reflected through our strong leadership, ethical behaviour, effective risk management and compliance with laws and regulations, assists Telkom to achieve its goals and enhances its reputation in the market.
The Directors confirm that Telkom complies with the:
Our Group governance framework is reviewed as and when required to ensure that it continues to be fit for purpose, establishes clear roles and responsibilities and enables effective decision-making and strategic compliance. The framework was reviewed in March 2023 to include, among others, an updated Group structure post the carve-out of Openserve into a subsidiary, and the revised composition of subsidiary boards to achieve diversity and inclusion.
The framework is continually embedded in the Group and its subsidiaries to ensure alignment, standardisation and consistent application of sound governance principles.
The provisions and guidelines set out in the framework assist the Group in mitigating known governance breaches and possible reoccurrences. These are underpinned by:
The King IV governance enhancement areas,
including embedding an ethical culture,
IT governance, ERM and supplier contract
managementThe framework's content is subject to the
statutory and regulatory environment where
the Group operates. This includes the JSE
Listings Requirements, the Companies Act, the
memorandum of incorporation (MOI) and King IV.
For the King IV application report, refer online.
| 1 | Trudon is in the process of being divisionalised and deregistered and will no longer be a subsidiary once the process is finalised. |
The Board understands and accepts its responsibility as the custodian of corporate governance in the Group. The governance structures provide for delegating the Board's authority while maintaining effective monitoring and oversight. The Board, through the approved delegation of authority (DoA), ensures effective coverage and legitimacy while ensuring that good performance is delivered and sustained.
The Group DoA grants management the required agility to deliver enhanced performance, the Group's strategic objectives, and provide operational flexibility. It embeds effectiveness and agility in decision-making activities within the approved risk framework. The subsidiary DoAs align with the principles of the Group DoA and are continuously monitored for efficiency. In FY2023, an Openserve DoA was developed to give effect to its new juristic personality status, and was approved by the Openserve Board for implementation.
The Board is satisfied that the
provisions and parameters in
the DoA support a balance of
power, authority, and sufficient
role clarity while promoting
an agile and evolving business
environment that enables
management to act and perform.
The Board Committees assist the Board in discharging its duties and responsibilities. We amended each Committee's terms of reference to align with best governance practice and our ESG Strategy. From time to time, we review our governance practices against the King IV provisions and introduce further enhancements.
The Board approved amendments to the Committees' terms of reference and the Board charter in FY2023. The amendments included, among others, the application of ESG frameworks adopted by the Board and the responsibilities of the respective Board Committees regarding ESG oversight. The most comprehensive amendment was to the Social and Ethics Committee due to the maturity and evolution of its role over the years.
The Board formally established an independent Board (iBoard) as a governance structure on 18 August 2022 with the approval of its terms of reference. The iBoard was established in terms of the Companies Act and the Takeover Regulations to perform all and any acts and take all and any decisions which may be performed by an independent board pursuant to any proposed transaction that may be presented to the Company from time to time.
To measure the effectiveness of our King IV
applications, the Telkom Group's Internal Audit
(TGIA) team conducted its annual governance and
ethics audit, considering the King IV enhancements
and implementation plan. The team issued a clean
audit report.
The Group Exco is a management governance structure constituted at the discretion and guidance of the GCEO. It supports him in carrying out Board-delegated operational activities and feeds into the Board and its Committees. Group Exco comprises the Executive Directors and all CEOs of subsidiaries and operating division as Members. The Chief Audit Executive, Chief Legal Counsel, Group Company Secretary, Group Treasurer, Head of Communications, Head of Investor Relations, Head of Innovation and Transformation and Head of Strategy are permanent attendees to the Group Exco meetings.
During FY2023, Group Exco received updates and training from independent service providers on various topics such as the social and political outlook, market feedback, the economic outlook, merger processes and conditions, macro‑economic view and telecommunications impact, and Telkom's investment case.
The Board is adequately skilled and experienced. It is committed to practising good corporate governance principles to successfully deliver Telkom's strategy. The Directors ensure that the business activities are enhanced to foster an ethical culture, good performance, legitimacy and effective control.
From 01 April 2022, the Board largely resumed in-person meetings. However, we have a hybrid system for circumstances in which Directors cannot attend in person.
The Nominations Committee assists the Board in identifying suitable candidates for the Board and makes appointments in line with the determined appointment process, taking into consideration the Board's diversity policy and the skills requirements at any given point in time.
The former Chairperson's intention to step down as an Independent Non-executive Director and Chairperson of the Board by 31 March 2023, was announced on 23 November 2022. Subsequently, Mr Mvuleni Geoffrey Qhena was appointed as an Independent Non-executive Director on 27 March 2023 and Board Chairperson with effect from 01 April 2023.
The Directors' curricula vitae do not include all Directorships and dormant entities. We have disclosed public and JSE‑listed entities where substantive time will be required. Detailed curricula vitae of the Board Members are available online.The roles of the Chairperson and GCEO are separated, and the Chairperson is classified as an Independent Non‑executive Director.