Ensuring transparency and accountability
6
Our approach to governance is anchored in the principles of transparency, accountability, efficiency and effectiveness. We align our governance structures and processes with our strategic objectives, enabling us to remain sustainable over the short, medium and long term.
We ensure that our decision-making is transparent and that we are accountable for our actions through clear communication and open dialogue with stakeholders.
Through effective governance we strive to foster trust, drive innovation, and enhance our overall impact in the communities we serve.
We believe that a robust governance framework is essential for navigating challenges, seizing opportunities and achieving our overarching purpose.
Telkom’s governance universe
All structures, processes,
apolicies and principles that
guide decision-making to
ensure accountability and
promote transparency.
Financial governance
Effective internal controls
Oversight on budgeting processes
Operational performance and efficiency
Appropriate capital allocation
Taxation and compliance
IT security
Responsible funding
Social and
sustainability
governance
ESG strategy implementation
Effective stakeholder engagement
Employee development
Occupational health and safety
Transformation strategy
implementation
Risk governance
Enterprise risk management
Combined assurance
Financial
capital
Productive
capital
Intellectual
capital
Human
capital
Social and relationship capital
Natural
capital
Governance
outcomes
Ethical leadership
Effective control
Good performance
Legitimacy
Our Group governance framework ensures effective decision-making, co-ordination and accountability. It delineates clear roles and responsibilities and establishes decision-making processes. This fosters alignment with strategic objectives and core values across the Group.
The framework is adaptable to remain compliant with the statutory and regulatory prescripts that govern our operations. Key regulatory considerations are the JSE Listings Requirements, the Companies Act, our memorandum of incorporation (MoI) and the principles of King IV. These are all tied to the six capitals. By adhering to these regulations, we uphold governance excellence and enhance stakeholder trust and confidence in our operations.
The revised governance framework was approved in June 2025 and will be implemented throughout the Group. It is reviewed every three years or as and when required.
Key matters addressed in the framework:
The practices and processes within the framework enable the Group to:
The DoA ensures smooth and effective day-to-day operations. It is embedded as a key driver of productivity and agility within the risk framework.
In FY2025, we extensively reviewed the DoA to align it with existing and amended legislation, regulations and applicable codes.
Through policies and operational plans, the Board delegates the implementation of approved strategy to the GCEO, who in turn delegates to management as necessary.
Group Exco comprises the Executive Directors, CEOs of all business units, Chief HR Officer, Group Chief Digital Officer, Chief Capital Projects Officer and Chief of Corporate Affairs as Members. The Group Executive of Internal Audit, Group Company Secretary, Chief of Strategy, and Head of Strategy and Project Management Office are permanent attendees of Group Exco meetings.
The Board guides and oversees our strategic direction and operations. It comprises individuals with diverse expertise, experience and backgrounds. This enables it to take a broad perspective in decision-making, engage effectively in strategic planning, risk management and performance evaluation, and provide valuable insights and oversight to management.
The Board is the cornerstone of governance excellence, guiding Telkom towards sustainable growth and success.
as at 31 March 2025
| Committees | |
|
A |
Audit Committee |
|
Ri |
Risk Committee |
|
Re |
Remuneration Committee |
|
N |
Nomination Committee |
|
I |
Investment and Transactions Committee |
|
S |
Social and Ethics Committee |
|
T |
Technology Committee |
|
|
Chairperson |
Board changes in FY2025, effective 20 August 2024:
| * | Directorships listed do not include all directorships and dormant entities. We have disclosed public and JSE-listed entities where substantive commitment will be required. Curricula vitae of the Board Members are available at www.telkom.co.za/ir/ Governance/Governance.shtml. |
|
Re |
N |
|||
|
|
MG Qhena (59) Chairperson
Appointed:
27/03/2023
MG Qhena (59) Chairperson
27/03/2023
Principal skills:
Accounting, auditing, business leadership, corporate finance, governance and mergers and acquisitions
Other directorships*:
Exxaro Resources Ltd, Investec Bank Ltd
|
A |
Re |
Ri |
I |
|
|
|
O Ighodaro (62)
Appointed:
01/07/2021
O Ighodaro(62)
01/07/2021
Principal skills:
Accounting, auditing, business leadership, finance, strategy, governance, mergers and acquisitions, risk management and commercial expertise
Other directorships*:
Old Mutual Ltd, Old Mutual Life Assurance Company SA Ltd, Sabvest Capital Ltd, Spar Group Ltd
|
Re |
N |
I |
S |
|
|
|
B Kennedy (65)
Appointed:
15/07/2022
B Kennedy (65)
15/07/2022
Principal skills:
Business leadership, corporate banking, debt and equity capital markets, e-commerce, governance, private equity, commercial property finance, and mergers and acquisitions (M&A)
Other directorships*:
AfriSam Holdings (Pty) Ltd, African Rainbow Minerals Ltd, Ecobank Transnational Inc.
|
A |
Re |
I |
||
KP Lebina (44)
Appointed:
15/07/2022
KP Lebina (44)
15/07/2022
Principal skills:
Accounting, auditing, business development, business leadership, corporate finance, governance, investor relations and risk management
Other directorships*:
DRDGold Ltd, Growthpoint Properties Ltd, TriAlpha investment management (Pty) Ltd and others
|
A |
I |
T |
||
|
|
PCS Luthuli (52)
Appointed:
25/05/2018
PCS Luthuli (52)
25/05/2018
Principal skills:
Accounting, auditing, business leadership investments, corporate finance, M&A, and risk management
Other directorships*:
Mpact Ltd, Mpande Property Fund Manager (Pty) Ltd, Edison Hill (Pty) Ltd and others
|
Ri |
N |
S |
||
|
|
EG Matenge- Sebesho (70)
Appointed:
01/07/2021
EG Matenge- Sebesho (70)
01/07/2021
Principal skills:
Financial markets and investments, international business, marketing, risk management and governance
Other directorships*:
FinMark Trust
|
A |
Ri |
I |
T |
|
|
|
KA Rayner (68)
Appointed:
15/07/2019
KA Rayner (68)
15/07/2019
Principal skills:
Accounting, auditing, business leadership, corporate finance, ESG, governance, human resources, policy, regulatory, risk management, strategy, and M&A
Other directorships*:
Appropriate Process Technologies (Pty) Ltd, Nexus Intertrade (Pty) Ltd, Sibanye Stillwater Ltd and others
|
Ri |
S |
T |
||
SP Sibisi (70)
Appointed:
01/04/2019
SP Sibisi (70)
01/04/2019
Principal skills:
Business leadership, ecommerce, finance, start-up ventures, business‑to‑business intelligence skills, and technology
Other directorships*:
FirstRand Bank Ltd
|
A |
Ri |
T |
||
|
|
H Singh (64)
Appointed:
25/09/2020
H Singh (64)
25/09/2020
Principal skills:
Accounting, auditing,
business development,
business leadership,
e-commerce, governance,
large-scale IT
developments and IT
innovation, marketing,
risk management, and
technology
Other directorships*:
Adcorp Holdings Ltd, Payments Association of South Africa, African Bank Ltd and others
|
N |
S |
T |
||
IO Selele (48)
Appointed:
15/07/2022
IO Selele (48)
15/07/2022
Principal skills:
Business leadership, business strategy, ESG, governance, renewable energy, digital technology, marketing, supply chain management, AI and innovation
Other directorships*:
Brand SA Trust, RRS Investment Holdings (Pty) Ltd and others
|
Ri |
I |
|||
SH Yoon (62)
Appointed:
01/05/2022
SH Yoon (62)
01/05/2022
Principal skills:
Business leadership,
corporate finance,
digital transformation,
e-commerce, global
strategy, international
telecommunications,
marketing, and
turning around
difficult businesses
Other directorships*:
None
|
T |
||||
M Booi (61)
Appointed:
01/07/2024
M Booi (61)
01/07/2024
Principal skills:
Business strategy, innovation, engineering, policy, regulatory and general management, ICT
Other directorships*:
Peco Power (Pty) Ltd
MLB Msimang (48)
Appointed:
01/07/2024
MLB Msimang (48)
01/07/2024
Principal skills:
Regulatory, public policy, competition policy, broadband policy and funding
Other directorships*:
Exxaro Resources Ltd, South 32 Ltd and others
|
A |
Re |
Ri |
||
LL Von Zeuner (64)
Appointed:
10/12/2012
LL Von Zeuner (64)
10/12/2012
Principal skills:
Accounting, auditing, business leadership, ESG, finance, governance, M&A, policy, regulatory, commercial, risk management
Other directorships*:
FirstRand Ltd, FirstRand Bank Ltd, Sappi Ltd
Exco changes in FY2025: In April and July 2024 respectively, we welcomed Sello Mmakau as Group Chief Digital Officer and Mpho McNamee as Chief of Corporate Affairs.
Althon Beukes, was the CEO of Openserve (Pty) Ltd for nine months of the year and resigned on 31 March 2025.
|
I |
S |
|||
S Taukobong (55)
GCEO and Executive Director
Appointed:
25/05/2018
S Taukobong (55)
GCEO and Executive Director
Appointed:
01/01/2022
Principal skills:
Marketing, customer operations, M&A, and business leadership
Directorships of Group companies:
Business Connexion Group Ltd, Gyro Properties (Pty) Ltd, Openserve (Pty) Ltd, Swiftnet SOC Ltd1, Trudon2 (Pty) Ltd
|
S |
||||
NS Dlamini (51)
GCFO and Executive Director
Appointed:
01/12/2023
NS Dlamini (51)
GCFO and Executive Director
Appointed:
01/12/2023
Principal skills:
Finance, business strategy and execution, business leadership and corporate governance
Directorships of Group companies:
Business Connexion Group Ltd, Gyro Properties (Pty) Ltd, Openserve (Pty) Ltd, Rossal No65 (Pty) Ltd, Swiftnet SOC Ltd1
S Khuzwayo (55)
Acting CEO: Openserve (Pty) Ltd
Appointed:
21/12/2024
S Khuzwayo (55)
Acting CEO: Openserve (Pty) Ltd
Appointed:
21/12/2024
Principal skills:
Business strategy and leadership, build and maintenance operations of infrastructure management
Directorships of Group companies:
Openserve (Pty) Ltd
NM Lekota (54)
Chief HR Officer
Appointed:
01/03/2017
NM Lekota (54)
Chief HR Officer
Appointed:
01/03/2017
Principal skills:
HR strategy architecture and business leadership
Directorships of Group companies:
Business Connexion Group Ltd, Rossal No65 (Pty) Ltd,
M McNamee (43)
Chief of Corporate Affairs
Appointed:
15/07/2024
M McNamee (43)
Chief of Corporate Affairs
Appointed:
15/07/2024
Principal skills:
Stakeholder relations, corporate social responsibility, sustainability, ESG
Directorships of Group companies:
Openserve (Pty) Ltd
LM Siyo (47)
CEO: Telkom Consumer
Appointed:
01/10/2021
LM Siyo (47)
CEO: Telkom Consumer
Appointed:
01/10/2021
Principal skills:
Business leadership, sales and marketing, strategy, financial management, digital transformation, and e-commerce
Directorships of Group companies:
Trudon2 (Pty) Ltd
DJ Reyneke (63)
Chief Capital Projects Officer
Appointed:
01/12/2023
DJ Reyneke (63)
Chief Capital Projects Officer
Appointed:
01/12/2023
Principal skills:
ICT specialist, strategy, sales, and business leadership
Directorships of Group companies:
Business Connexion Group Ltd
SE Mmakau (51)
Group Chief Digital Officer
Appointed:
01/04/2024
SE Mmakau (51)
Group Chief Digital Officer
Appointed:
01/04/2024
Principal skills:
IICT strategy, business leadership, digital business transformation, technology operating model, data analytics, cyber, risk and governance
Directorships of Group companies:
Openserve (Pty) Ltd, Business Connexion Group Ltd, Auditor- General South Africa
The role of the Board is to:
Provide strategic direction to the Group
Approve policies and plans to give effect to the approved strategy and direction
Oversee and monitor implementation and execution by management
Ensure accountability for performance
The Board delegates power to the GCEO to execute Telkom’s strategy with the assistance of Exco, and approves the DoA through which the delegation is formalised.
The Board has constituted governance structures to help it discharge its duties, and these structures are reviewed annually for adequacy.
The Board charter is reviewed annually and guides the Board on its mandate, responsibilities and power. The charter aligns with the Companies Act, JSE Listings Requirements and King IV.
The Board is led by an independent Chairperson. He facilitates effective communication, collaboration and decision-making among Board Members, ensuring that discussions focus on key issues and objectives.
There is a clear balance of power and no one individual has unfettered powers.
B Apleni (46)
CEO: Openserve (Pty) Ltd (effective 1 July 2025)
Beauty has over 25 years of experience in the ICT sector, with 15 years in executive roles spanning mobile, fixed-line, and IT systems. She is a strategic leader with expertise in digital transformation, M&A, stakeholder engagement, and operations. Her previous roles include Chief of Direct Sales and Technology, Chief Technology and Information Officer for Telkom Consumer, and Chief of Staff, Strategy, and M&A for Telkom Group
The Nominations Committee reviews Board appointments and makes recommendations aligned with the nominations policy and Board diversity policy. The nomination process for Directors is outlined in the Board charter and nominations policy, which incorporates the diversity targets and criteria of the Board.
The Nominations Committee reviews the Board structure and diversity annually and makes recommendations to the Board. The Committee uses a skills matrix to define the skills that Telkom will need in the future and assess the current skills within the Board (see matrix alongside). In making recommendations, the Committee identifies candidates who can bring the required skills to the Board.
The Board is satisfied that it has an appropriate and effective balance of knowledge, skills, experience, diversity and independence to discharge its governance role and responsibilities.
A third of the Directors retire by rotation at every AGM. Retiring Directors are selected from among the longest-serving Directors since the last appointment or election. These Directors may offer themselves for re-election, if available, and are recommended to shareholders for appointment or reappointment at the AGM.
The following Non-executive Directors will retire by rotation at the upcoming AGM and have offered themselves for re-election:
Any Non-executive Director holding office for an aggregate period of more than nine years since first election or appointment must retire by rotation at every AGM thereafter.
The office of the Group Company Secretary inducts new Directors on Telkom's operations, the legal and regulatory framework within which we operate, and the policies that Directors are required to follow.
The Board approved a development plan for FY2025 to address both its existing and emerging needs. The Board received presentations on the following topics:
The Telkom Foundation also presented to the Board to expose Directors to other facets of the business. The presentation was facilitated by beneficiaries and highlighted how the Foundation influences and motivates change in people's lives.
The Board reviews its succession planning as and when required to ensure continuity and sustainability and to increase its resilience and adaptability to evolving challenges and opportunities. Refer to An interview with our Chairperson for more information.
Robust succession plans mitigate the risks of sudden departures or disruptions in leadership.
The Chairperson's roadshow was held in August 2024.
Key topics raised by stakeholders included:
An action plan has been developed. The Board will ensure that the concerns raised by stakeholders are addressed.
Also refer to the Chairperson's and GCEO's interviews on An interview with our Chairperson and An interview with our GCEO, respectively.
The Group Company Secretariat manages the conflicts of interest process at the start of each financial year. Our governance and ethics prescripts define the conditions and process for declarations of interest. All Directors and Group Prescribed Officers update mandatory annual declarations. These are recorded by the Group Company Secretary and tabled for noting by Exco and the Board.
The conflicts of interest process also extends to employees beyond executive management level and to suppliers. Suppliers must agree to comply with the Supplier Code of Conduct upon engagement.
We require Executive and Non-executive Directors, Group Prescribed Officers, Prescribed Executives and executive management to make new declarations of interest if their circumstances change during the year.
The business units apply the Group’s governance and ethics prescripts.
The Group Company Secretary is responsible for the duties set out in section 88 of the Companies Act. Specific responsibilities include guiding Directors on discharging their duties and informing them of new laws affecting the Group.
The Group Company Secretary engages and supports the Board and its Committees and advises on their fiduciary duties, JSE Listings Requirements, disclosure obligations, good governance practices and ethical conduct.
There are processes for Board Members to access independent professional advice where needed. The Board is satisfied that these are adequate and effective.
The Group Company Secretary maintains an arm’s-length relationship with Directors and oversees governance in all subsidiaries in line with the Group governance framework and the operating model.
The Nominations Committee evaluated the Group Company Secretary and Secretariat during its meeting in July 2025.
The Board is satisfied with the performance of the Group Company Secretary and the effectiveness of the Group Company Secretariat function.
The Board and its Committees are satisfied that they fulfilled their fiduciary duties and responsibilities, as recorded in the charter and respective terms of reference.
The Board confirms that it is operating in conformity with its annual work plans, the applicable provisions of the Companies Act and its MoI.
The Board's key priorities for the year are discussed in the Chairperson's report, starting on An interview with our Chairperson
On 19 July 2023, the Pretoria High Court handed down judgment on Presidential Proclamation 49 of 2022. The Proclamation authorised the Special Investigating Unit (SIU) to investigate various historical matters, including Telkom’s contracting for network and advisory services and the disposal of former Telkom subsidiaries. The High Court declared the Proclamation unconstitutional, invalid and of no force or effect and awarded costs to Telkom.
On 11 December 2023, the High Court granted the President and the SIU leave to appeal to the Supreme Court of Appeal. The appeal is pending before the Supreme Court of Appeal, with a hearing date expected for the latter part of 2025 or early 2026.
The Board has seven Committees. Each is guided by its respective terms of reference. The Board and Committees may invite external advisors and any executive management members to their meetings, should the need arise. The Committee Members collectively are adequately and appropriately skilled and experienced to effectively discharge their duties.
The Chairperson and Members of each Committee are set out on the pages that follow.
The number of meetings and their attendance are set out on Board and Committee meeting attendance
We review the Board charter and Committees’ terms of reference annually or as and when required. We align them to best practice principles in terms of King IV, the JSE Listings Requirements and other applicable laws and regulations. The Board approved the revised charter and terms of reference for FY2026 in March 2025.
The Nominations Committee reviews and makes recommendations to the Board on most governance-related matters, particularly the nomination and composition of the Board and Committees, including all aspects of diversity.
The Committee works closely with the Remuneration Committee on succession planning for Executive Directors and critical roles.
Mr MG Qhena
Composition
The Committee is led by
the Board Chairperson,
Mr MG Qhena, and comprises
Independent
Non-executive
Directors.
Members:
EG Matenge-Sebesho,
IO Selele, B Kennedy
Permanent Invitees: GCEO. The GCFO and Chief HR Officer attend by invitation, as and when required.
Over and above its standard activities, the Committee considered the following:
The Audit Committee ensures the Group has effective corporate governance mechanisms and frameworks in place, aligned with applicable corporate governance requirements and benchmarks.
It assists the Board in overseeing the quality and integrity of the Group’s integrated reporting (including ESG elements), all financial statements (Group and Company at interim and year-end), and public announcements in respect of the financial results.
Further, it assesses the integrity and effectiveness of the accounting, financial, compliance and other control systems.
| 1 | Mr LL Von Zeuner, previously a Member of the Committee, retired from the Board and its Committees on 20 August 2024. |
Mr KA Rayner
Composition
The Committee is led by Mr KA Rayner and comprises Independent Non-executive Directors who all satisfied the requirements of section 94(1) of the Companies Act and King IV. The Chairperson of the Risk Committee is a cross-member on the Audit Committee.
The Committee Members collectively were adequately skilled and possessed the appropriate financial skills, expertise and experience required to discharge their duties in FY2025.
Members:
O Ighodaro, KP Lebina,
PCS Luthuli, H Singh, LL Von Zeuner1
Permanent Invitees: GCFO, GCEO, Group Executive: Internal Audit, Group Executive: Regulatory and Legal, external auditors
Over and above its standard activities, the Committee considered the following:
For more details on the Committee’s activities, refer to its report in the annual financial statements, available online.
Also refer to the financial capital report.
The Investment and Transactions Committee deals with any significant investment or transaction relating to the acquisition or disposal of any assets. This includes any equity injection or possible merger or acquisition approved by the Board.
The Committee ensures that post-merger integration plans for approved transactions are adequate. It monitors the performance of investments against the original investment criteria and pre-investment assumptions through formal post-acquisition reviews.
Composition
The Committee is led by Mr PCS Luthuli and comprises Independent Non-executive Directors and Executive Directors.
Members:
O Ighodaro,
KP Lebina, KA Rayner,
S Taukobong, B Kennedy,
SH Yoon
Permanent Invitees: GCFO, Group Executive: Mergers and Acquisitions
Over and above its standard activities, the Committee considered the following:
The Remuneration Committee’s primary objective is to set the Group’s remuneration policy and ensure it aligns with the Group's strategy, shareholder interests, and regulatory requirements on behalf of the Board.
The Committee sets and reviews total remuneration and other incentives for senior executives and all employees. It ensures that pay decisions are ethical, fair, competitive, and linked to Company short- and long-term performance.
The remuneration policy aims to ensure that competitive reward strategies and programmes are in place to attract and retain talent at all levels that will enable the Group to achieve its strategic goals.
The Committee oversees remuneration for Executive Directors.
Mr B Kennedy
Composition
The Committee is led by Mr B Kennedy and comprises Independent Non‑executive Directors.
Members:
O Ighodaro,
KP Lebina, MG Qhena,
LL Von Zeuner 1
Permanent Invitees: GCFO, GCEO, Chief HR Officer, Group Executive: Remuneration and Performance Management
| 1 | Mr LL Von Zeuner, previously a Member of the Committee, retired from the Board and its Committees on 20 August 2024. |
Over and above its standard activities, the Committee considered the following:
Refer to the standalone remuneration report online and the summary for more details on the Committee’s focus areas.
The Risk Committee assists the Board in providing independent and objective oversight of risk management in the Group. This ensures the quality, integrity and reliability of the Group’s risk management.
Telkom has a risk management framework that monitors the management of key and transversal risks.
Ms O Ighodaro
Mr LL Von Zeuner1
1 Mr LL Von Zeuner, previously a Chairperson of the Committee, retired from the Board and its Committees on 20 August 2024.
Composition
The Committee is led by Ms O Ighodaro and comprises Independent Non-executive Directors. The Chairperson of the Audit Committee is a cross-member on the Risk Committee.
Members:
EG Matenge-
Sebesho, KA Rayner,
SP Sibisi, H Singh, SH Yoon,
Permanent Invitees: GCFO, GCEO, Group Executive: Internal Audit, Group Executive: Regulatory and Legal, Group Executive: ERM, Security and Forensics, external auditors
Over and above its standard activities, the Committee considered the following:
Refer to Managing risks and compliance for ERM and compliance.
The Social and Ethics Committee is a statutory Board Committee per the provisions of the Companies Act. Its activities cover environment, social, governance and ethicsrelated matters.
Ms EG Matenge-Sebeshoi
Composition
The Committee is led by Ms EG Matenge-Sebesho and comprises Independent Non-executive Directors and Executive Directors, in line with King IV.
Members:
NS Dlamini,
B Kennedy, IO Selele,
MLB Msimang, SP Sibisi,
S Taukobong
Permanent Invitees:
Chief HR Officer and
Chief
of Corporate Affairs
Over and above its standard activities, the Committee considered the following:
For more details on the Committee’s activities, refer to its report here
The Technology Committee was constituted by the Board and became operational in August 2024.
The Committee’s primary purpose is to assist the Board with oversight of technology and innovation strategies, plans and operations related to information security, cybersecurity, data privacy and third-party technology strategies.
Prof H Singh
Composition
The Committee is led by Prof H Singh and comprises Independent Non-executive Directors.
Members:
M Booi, PCS Luthuli,
KA Rayner, IO Selele, SP Sibisi,
LL Von Zeuner 1
Permanent Invitees: Group Chief Digital Officer, GCEO, GCFO
| 1 | Mr LL Von Zeuner, previously a Chairperson of the Committee, retired from the Board and its Committees on 20 August 2024. |
Over and above its standard activities, the Committee considered the following:
Joint meetings are sometimes scheduled between various Committees to
deliberate on common interests, such as the draft integrated report and draft
business plans.
Special meetings are convened if matters arise outside of the annual work
plan that warrant urgent consideration.
| Board |
Audit Committee |
Risk Committee |
Remuneration Committee |
Nominations Committee |
Investment and Transactions Committee |
Social
and Ethics Committee |
Technology Committee |
Joint
Audit and Social and Ethics Committees |
Joint
Audit and Investment and Transactions Committees |
|
| Independent Non-executive Directors | ||||||||||
| MG Qhena | 7/7 | 6/6 | 3/3 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| EG Matenge- Sebesho | 7/7 | 3/41 | 3/3 | 5/5 | 1/1 | |||||
| B Kennedy | 7/7 | 6/6 | 3/3 | 6/6 | 5/5 | 1/1 | 1/1 | |||
| H Singh | 7/7 | 6/6 | 4/4 | 2/2 | 1/1 | 1/1 | ||||
| KP Lebina | 7/7 | 6/6 | 3/37 | 6/6 | 1/1 | 1/1 | ||||
| PCS Luthuli | 7/7 | 6/6 | 6/6 | 2/2 | 1/1 | 1/1 | ||||
| IO Selele | 7/7 | 3/3 | 5/5 | 2/2 | 1/1 | |||||
| KA Rayner | 7/7 | 6/6 | 4/4 | 6/6 | 2/2 | 1/1 | 1/1 | |||
| LL Von Zeuner | 5/52 | 3/3 | 1/12 | 3/32 | ||||||
| O Ighodaro | 7/7 | 3/33 | 2/23 | 6/6 | 6/6 | 0/08 | 1/1 | |||
| SP Sibisi | 7/7 | 3/41 | 3/3 | 2/2 | 1/1 | |||||
| SH Yoon | 7/7 | 4/4 | 6/6 | 1/1 | ||||||
| M Booi | 5/54 | 2/26 | ||||||||
| MLB Msimang | 5/54 | 4/45 | 0/05 | |||||||
| Executive Directors | ||||||||||
| S Taukobong | 7/7 | 6/6 | 4/4 | 6/6 | 3/3 | 6/6 | 5/5 | 2/2 | 1/1 | 1/1 |
| NS Dlamini | 7/7 | 6/6 | 4/4 | 6/6 | 6/6 | 5/5 | 2/2 | 1/1 | 1/1 | |
|
Total |
100% |
100% |
78.3% |
100% |
100% |
100% |
100% |
100% |
90.9% |
100% |
Telkom adopts a dynamic and integrated combined assurance approach to enhance and streamline assurance-related activities across the Group.
The combined assurance framework ensures co-ordinated, accountable and guided execution of all assurance activities, aligning them with evolving business challenges and opportunities.
The combined assurance model aims to align and integrate all assurance services and functions so that these can work in unison. This enables an effective control environment, maintains the integrity of information for decision-making, and supports the integrity of Telkom’s external reports and underlying statements.
The Board, through the Audit Committee (supported by the Risk Committee), oversees the effectiveness of the combined assurance model. It ensures that the scope of combined assurance is informed by the principal risks and opportunities that materially affect the Group’s ability to create value.
Telkom's assurance framework encompasses its business units, functional areas and internal and external assurance providers, and is supported by assurance forums. This collective effort guarantees that our combined assurance mandate is effective and adaptable. Our regulators (e.g. ICASA and the Competition Commission) may institute reviews to gain assurance that Telkom complies with applicable laws and regulations.
Telkom Group Internal Audit (TGIA or internal audit), in collaboration with Telkom ERM, leads the co-ordination and facilitation of the Group’s combined assurance efforts across the lines of assurance. It aligns its activities with the other assurance providers, including the external auditors, so that Telkom’s significant risks are adequately covered and managed.
The Audit Committee is satisfied with the effectiveness of the combined assurance arrangements.
The combined assurance framework is outlined in the diagram below.
TGIA is a Group-wide function that provides independent and objective assurance and advisory services to add value and enhance Telkom’s operations. TGIA is guided by the Telkom Group Internal Audit charter, which sets out the terms of reference for internal audit activity. It serves as a basis for governance of the internal audit activity necessary for TGIA to fulfil its role and to meet the performance criteria set by the Board and the Audit Committee. The charter was updated and approved at the Audit Committee meeting in November 2024.
The Chief Audit Executive reports functionally to the Audit Committee Chairperson and administratively to the GCFO. The Chief Audit Executive attends meetings of the Audit and Risk Committees and is a standard invitee to Group Exco meetings and other Committee meetings comprising mostly senior executives. This promotes the independence of internal audit and the accomplishment of its responsibilities.
TGIA applies a risk-based audit methodology in developing its annual audit plan. It aligns the plan with the Group’s strategic risks, considering any opportunities and challenges in the respective operating environments. TGIA supports all business units in achieving their strategic objectives. It collaborates with other assurance providers to continually enhance its combined assurance efforts.
The Audit Committee approves the audit plan annually. TGIA reviews and revises the plan quarterly, as relevant, to align with key business priorities and changes in the business and risk environment. All changes to the plan are tabled with the Audit Committee for approval.
In FY2025, TGIA executed its internal audit plan and prepared the plan for FY2026. TGIA followed a systematic approach to evaluate and enhance the effectiveness of governance, risk management and internal control processes within the Group. It provided assurance to the Group’s stakeholders by:
TGIA conducts ongoing internal quality assessments and is subject to an external quality assurance review at least once every five years. In FY2022, an external review was performed by the Institute of Internal Auditors South Africa. The review found that TGIA conforms with the International Standards for the Professional Practice of Internal Auditing and performs its services effectively. TGIA achieved the highest ratings of “Generally Conforms” and “Generally Effective”.
To continue strengthening combined assurance, we ensured that collaboration across assurance lines was solidified through the establishment of the following key structures:
By establishing these forums, we have reinforced a structured and proactive approach to combined assurance, enhancing Telkom’s resilience and governance.
The Board approved the annual ethics leadership and employee commitment statement for FY2025, inclusive of the new Telkom shared values.
The Board Chairperson and the GCEO signed the statement on behalf of the Board and management to demonstrate ethical leadership. This annual ethics leadership pledge is cascaded down to business unit level and adopted by the respective subsidiary boards. Refer to the annual ethics pledges available at
https://group.telkom.co.za/ir/ Governance/Ethics-Pledges.shtml.
The Group Ethics Office conducted regular awareness initiatives to embed a Group-wide ethical culture and promote ethical behaviour by employees and suppliers. These were supported by business unit Ethics Champions, the Group Ethics Office and Group Forensics.
The Group Ethics Office provides advisory and information-based activities to the Group, enabling Telkom to provide sound resolutions to ethical dilemmas.
Telkom's share dealing policy promotes transparency when dealing in the Company's shares. The policy is informed mainly by the Financial Markets Act, 19 of 2012 and the JSE Listings Requirements.
All Directors, Group Prescribed Officers and Affected Persons must obtain clearance from the Dealing Committee before trading. A SENS announcement must be released thereafter for Directors and Prescribed Officers and their associates, according to the provisions of the JSE Listings Requirements.
We also have a Subsidiary Dealing Committee to manage the clearance process for trading by subsidiary prescribed executive members, which is under the auspices of the Group Company Secretariat.
Directors and employees must adhere to the policy’s provisions. We do not permit trading in the Company’s securities during prohibited periods, which comprise pricesensitive periods and closed periods (financial and cautionary closed periods). The respective closed periods are communicated to affected Directors, persons and employees under the share dealing policy.
The FY2025 fraud risk management plan consisted of 80% of proactive forensic activities, i.e. fraud prevention (including fraud awareness and training) and fraud detection. Execution of the plan was supported by management and second- and third-line assurance providers as part of combined assurance.
Fraud and other economic crime risks were also managed through the economic crimes forum. The forum was established to look holistically at economic crime beyond conventional fraud. It draws on Group functions including forensics, revenue assurance and fraud management, physical security, cybersecurity, and credit management.
The economic crimes forum exploits synergies and expertise across different functions. This contributed to a 35% year-on-year decline in economic crime losses. We are also improving our processes for recovering the proceeds of economic crime.
This combined approach has helped reduce the impact of fraud, corruption, theft and other economic crime on Telkom's operations.
This year's activities to combat economic crime were aimed at enhancing ethical culture and leadership, continuous monitoring and improvement. They included:
The Ethics and Fraud Survey indicated that 97% of respondents had confidence in the anonymity of the whistle-blowing hotline and were committed to report incidents of economic crime and irregular conduct. In addition, the hotline incidents analysis showed that 92% of those who reported did not claim anonymity and 5% claimed partial anonymity.
This indicates confidence and trust in Telkom's whistle-blowing processes. It is supported by the FY2025 numbers, with 1 239 incidents reported to the hotline, a 16% increase year on year.
To make it easy to report, Telkom has six hotline reporting touch points. The hotline is independently managed and operates 24/7.
We are grateful to internal and external stakeholders who report incidents. They affirm Telkom’s stance of zero tolerance towards fraud, corruption and irregular conduct.
Telkom is committed to the protection of whistle-blowers as per the approved Whistle-blowers and Investigation Participating Parties Protection Procedure.
To improve our economic crime prevention measures, we participate in external forums like the Communication Risk Information Centre, South African Fraud Prevention Services, and Non-Ferrous Metals Crime Combating Committee.
Telkom Group Forensics (TGF) and Telkom Physical Security (TPS) work closely with the police to ensure traction on criminal cases opened on behalf of Telkom.
TGF substantiated or confirmed 60% of the allegations that were reported. As a result of the work done by TGF and TPS, multiple consequence actions were taken against those implicated.
The graph below shows the percentage split of incident types dealt with by TGF.
The top three physical security incident types are set out below. These declined by 39% year on year.
The economic crime strategy focuses on prevention, detection and improvement of internal controls. As a result of our economic crime prevention activities:
In FY2026, we will focus on:
