Telkom Integrated Report 2017

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35 Telkom Integrated Report 2017
Social and ethics committee Investment and
transactions committee
Recommended:
> a dividend policy which
introduced an interim dividend
> the annual and interim financial
statements ofTelkom and its
subsidiaries for board approval
> the appointment of Nkonki Inc as
joint auditors with EY
Approved:
> the going-concern statement and
recommended it to the board
> the internal audit charter and
annual plan
Reviewed and considered:
> the effectiveness of the group’s
internal controls over financial
reporting
> the effectiveness and
independence of the group’s
internal and external auditors
> the solvency and liquidity
tests in respect of the financial
assistance granted toTelkom
subsidiaries during the year
> suitability of a CFO and finance
function
Chairman: I Kgaboesele
Members: T Skweyiya (Dingaan)
KW Mzondeki
LL von Zeuner
RG Tomlinson
Board sub-committees’ key activities
The committees met their objectives in terms of their terms of references as approved by the board. To view the
terms of reference of the committees, which outline the duties of each committee, refer to
Recommended:
> a board diversity policy
> the appointment of
Dr Hamadoun Touré
> directors for retirement by
rotation at the 2017 annual
general meeting (AGM)
> external service provide
for the board assessments
Reviewed and considered:
> the composition of
the board committees
with the aim of making
recommendations on
strengthening them
> the committee’s terms of
reference
Chairman: JA Mabuza
Members: SL Botha
K Kweyama
N Ntshingila (Njeke)
Reviewed and considered:
> reports around ethics
management, specifically the
in-house ethics survey
> reports related to talent
management and skills
development, specifically
regarding the broad-based
black economic empowerment
(B-BBEE) implementation
plan to address employment
equity
> reports related to the
TelkomFoundation, which
included the finalisation of
the strategy focused on ICT
education within the high
school supplementary tuition
programme
> reports relating to the matters
reported to the whistle-
blowing hotline, which deals
with the BCOE transgressions,
fraud and conflicts of interests
Chairman: K Kweyama
Members: N Kapila
LL von Zeuner
N Ntshingila (Njeke)
Recommended:
> considered and recommended
to the board the short-term
(STI) and long-term (LTI)
incentive plan as well as
payouts for FY2017
> reviewed the guaranteed
package for employees and
made a recommendation to
the board
Approved:
> the talent management
roadmap and retention plan
for top management
Reviewed and considered:
> the non-executive directors’
remuneration forTelkom
> the succession framework and
recruitment plans of senior
executive posts
> reports on the new innovative
recruitment programme,
Bright Young Minds (BYM)
> the committee’s terms of
reference
Chairman: SL Botha
Members: JA Mabuza
KW Mzondeki
T Skweyiya (Dingaan)
Recommended:
> the integration of BCX with
the Enterprise business
Approved:
> the extension of several
contracts which required
committee approval in terms
of the delegation of authority
> the transfer ofTelkomgroup
Information technology (IT)
business unit into BCX
Reviewed and considered:
> various investment proposals
> the committee’s terms of
reference
Chairman: F Petersen-Lurie
Members: N Kapila
Dr H Touré
GW Dempster
RG Tomlinson
SN Maseko
KW Mzondeki
Recommended:
> the risk appetite and risk-
bearing capacity of the
company and the board
Approved:
> the information security plan
> the risk management
framework and risk
management plan
Reviewed and considered:
> updates on cybersecurity
status and ways to enhance
security
> the group chief information
officer’s reports with respect
to IT governance
> the committee’s terms of
reference
> risk elements of investments
submitted
> internal audit report
Chairman: LL von Zeuner
Members: GW Dempster
Dr H Touré
F Petersen-Lurie
Audit committee Nominations committee
Risk committee
Remuneration committee