Telkom Integrated Report 2017

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102 04 Transparency and accountability
Governance
atTelkom
Corporate
governance report
Delegation of authority
The board has a formal schedule of
matters reserved for it to consider
and take decisions on. These include
approving:
> strategy
> business plans and budgets
> significant acquisition and disposal
of assets
> executive directors’ appointments
and remuneration
> the review and approval of
significant group-wide policies
and frameworks
> dividend policy
> integrated reporting
> interim and financial reporting
> capital expenditure for investment
> granting varying authority levels
The delegation of certain matters
to board committees is described
in the terms of reference of these
committees. The delegation of
authority is reviewed as and when
necessary.
Combined assurance
The group adopted a combined assurance approach, which integrates
assurance and risk management activities. It aims to embrace the tasks of
TelkomAudit Services (TAS); risk and management reviews; and specialised
audits that test and validate the internal control environment. The “combined
assurance”, or “integrated assurance” approach delivers a planned and holistic
approach regarding various assurance providers.
Telkom’s combined assurance framework was compiled on the basis of
King III, which recommended three lines of defence. The framework is aimed at
improving and monitoring risk management, control and governance, across
the business.
Delegation of authority
Board
The memorandum of incorporation sets out the
authority delegated to the board by shareholders
Exco
The delegation of authority policy
allows the board to delegate
authority to exco
Heads of department
The exco delegates authority to
heads of department who delegate
authority to members of their
leadership team
Board sub-committees and
subsidiary boards
The board delegates authority to
its sub-committees and subsidiary
companies
Board charter
The board is responsible for directing
the group towards achieving the
Telkom vision and strategy and is
accountable for the group’s strategy,
operating performance and financial
results. It operates in accordance
with a clearly defined, annually
reviewed charter that outlines its
duties, powers and responsibilities.
The charter was last reviewed in June
2017, and can be found under board
and committees on our website
us).
The board met its objectives as
outlined in the charter.
Management Business
functions
Independent assurance
providers
Owns and manages risks
and opportunities and is
responsible for setting
strategy, performance
measurement, and
establishing and
maintaining risk
management, control
and governance across
the business.
Oversee various
categories of risks
within a formal, robust
and effective risk
management framework.
These include regulatory,
compliance, legal
services, group revenue
assurance, ethics,
business continuity
and health and safety,
information security, tax
and ERM.
Provide independent
and objective assurance
of the overall adequacy
and effectiveness
of governance, risk
management and control
within the organisation
as established by the
first and second layers
of assurance. This
comprises the audit
and risk committees,
supported by TAS
and other assurance
providers such as the
external auditors and
others as contracted
byTelkom.