37 / 172
37
Telkom Integrated Report 2017
Group company secretary
The group company secretary is responsible for providing directors
with guidance on their duties, responsibilities, powers and regulations
relevant to the company. She provides advice on business ethics
and good governance and ensures compliance with the company’s
memorandum of incorporation, the JSE Listings Requirements, the
Companies Act, King III and all relevant rules and regulations.
Our group company secretary, Ephy Motlhamme, has 15 years’
experience in her role, and possesses the necessary qualifications and
competence to fulfil her duties. The board is confident that she has
an arm’s-length relationship with the executive team, the board and
the individual directors. Having assessed her abilities, based on her
qualifications, experience and the level of competence she demonstrates
asTelkom’s group company secretary, as required in terms of section
3.84(I) of the JSE Listings Requirements, the board agreed that she is
sufficiently qualified, competent and experienced to act asTelkom’s
group company secretary.
Refer to page 101 for our corporate governance report.
Rotation of directors
In terms of the company’s
memorandum of incorporation,
one third of the directors is
required to retire from office at
every AGM. The directors to retire
are the longest-serving directors
since the date of last election.
Directors retiring this year appear
on page 162 of the notice of
the AGM.
162
Board evaluation
There is a rigorous process in place to assess the effectiveness of the
board and its committees. The board is subject to an external appraisal
every two years. The reports from the appraisal outlining the outcomes
are presented to the board for discussion.
These outcomes inform the development and training requirements,
if any, for the directors. The last external board appraisal was performed
in June 2016. The results indicated that the directors worked well
together and that members were engaged and comfortable to contribute
and participate in board deliberations. Potential challenges were
highlighted and these are constantly monitored and addressed through
the group company secretary’s office.
Process for selection and appointment
of new directors
Through the nominations committee (nomco), a formal process is
followed for the selection and appointment of new directors to the board.
The nomco is informed and guided by the company’s strategy.
It evaluates the balance of skills, knowledge and experience of the
board and takes cognisance of the gender diversity policy. It determines
the requirements for the board and specifies the key attributes that
an incoming director should have. After the short-listing process is
complete, the nomco recommends the most suitable candidate/s
for appointment.
101