The board of directors and management team
Executive directors


Sipho Maseko (48)
Group chief executive officer
Investment and Transactions
committee member
Qualifications: BA, LLB
- Further information
Sipho was appointed as GCEO of
Telkom in April 2013 and serves as
an executive director. He attends
all board committee meetings
of which he is not a member by
invitation.
Prior to joining Telkom, he
served as group chief operating
officer and Managing Director at
Vodacom. He held various roles at
BP starting in 1997, serving as the
CEO of BP Southern Africa (Pty)
Ltd from 2008 to 2012 and chief
operating officer before this.
He has served as a non-executive
director of the Centre for
Development and Enterprise’s
board since 2009 and the Afrox
board since 2012. He also served
as chairman of the board of
SAPREF between July 2010 and
August 2011.

Deon Fredericks (56)
Group chief financial officer
Qualifications: CA(SA), BCompt (Hons), Honours
in Business Management,
ACMA(UK)
- Further information
Deon was appointed as the GCFO
in September 2014. He previously
served as deputy to the CFO
and as the group executive of
corporate finance accounting
services from November 2004 to
October 2013. He joined Telkom
in 1993 as a senior manager in
internal audit and has held several
executive positions in the finance
department.
He currently serves on the board
of BCX (Pty) Ltd, Gyro group and
is an advisory board member of
Business Against Crime (BAC)
Mpumalanga. He previously
served on the Vodacom (Pty) Ltd
board where he chaired the audit
committee.
Deon is also a member of
the Chartered Institute of
Management Accountants (UK).
Non-executive directors

Jabu Mabuza (59)
Independent board chairman
Chairman nominations committee
Qualifications: Effective Leadership Programme
Executive Development Programme
- Further information
Jabu Mabuza was appointed to
the board in November 2012.
He is widely recognised as a
successful entrepreneur. He is
also the executive chairman
of Sphere Holdings, president
of Business Unity South Africa
(BUSA), chairman of the Casino
Association of South Africa, coconvener
of the CEO Initiative,
recently appointed as chairman
of the Africa portion of the
merged Anheuser-Busch InBev
and SABMiller, and chairman of
Business Leadership South Africa
in 2016.
Prior to this, he was the GCEO of
Tsogo Sun and chairman of the
board of South African Tourism.
He has received several awards,
which include the Lifetime
Achiever Award presented by the
South African Minister of Tourism
and the Business Leader of the
Year award received at the South
African of the Year awards.

Santie Botha (52)
Independent non-executive director
Chairman remuneration committee
Nominations committee member
Qualifications: BEcon (Hons)
- Further information
Susan was appointed to the board
in December 2012. She is currently
the chairman of both Curro
Holdings Ltd and Famous Brands
Holdings.
She serves on the boards of
Liberty Holdings, Tiger Brands Ltd
and Accenture Advisory Board,
and is the chancellor of Nelson
Mandela Metropolitan University.
She was previously an executive
director of MTN Group Ltd (2003
to 2010) and Absa Bank Ltd (1996
to 2003).

Graham Dempster (61)
Independent non-executive director
Investment and transactions committee member
Risk committee member
Qualifications: BCom, CA(SA), CTA, AMP
- Further information
Graham was appointed to the
Telkom board in December 2014.
He is a chartered accountant by
profession and has done advanced
management programmes at
Insead (1995) and Harvard Business
School (2002).
He is a business adviser and sits
on the board of Imperial Holdings
Ltd, Imperial Logistics (Pty)
Ltd and Sanlam Capital. He is a
director of AECI Ltd.

Thembisa Skweyiya
(Dingaan) (44)
Independent non-executive director
Audit committee member
Remuneration committee member
Qualifications: BProc, LLB, LLM, HDip Tax
Resigned on 10 May 2017
- Further information
Thembisa was appointed to the
Telkom board in December 2014.
She is currently a non-executive
director of Famous Brands,
Imperial Holdings, Cardiac Mobile
and Sumitomo Rubber South
Africa (Pty) Ltd. In addition to
being a non-executive director
of Absa Bank Ltd, she is also a
board member of Absa Financial
Services and Absa Fund Managers,
as well as being a trustee of
Absa’s pension fund. Thembisa’s
considerable legal experience
includes being admitted to the
New York State Bar.

Navin Kapila (62)
Independent non-executive director
Investment and transactions
committee member
Social and ethics committee member
Qualifications: BA (Eng) (Econ) (Law)
- Further information
Navin was appointed to the
board in February 2011. He
has over 20 years’ experience
in diverse fields including
investment, business and
product development, and
relationship and alliance
management. He also has
in-depth telecommunications
experience and was involved in
policy formulation and market
deregulation in India.
He took on various roles at
ICO Global Communications in
London, including vice-president
of corporate development,
vice-president of government
affairs and director of business
development. He is a special
advisor at ITU.

Itumeleng Kgaboesele (45)
Independent non-executive director
Chairman audit committee
Risk committee member
Qualifications: BCom, CA(SA), PGDip
Accounting
- Further information
Itumeleng was appointed to the
Telkom board in July 2011. He is
the co-founder and chief executive
officer of Sphere Holdings (Pty) Ltd,
a leading mid-market investment
holding and private equity
company. Prior to founding Sphere
in 2003, he spent several years
in investment banking in London
and Johannesburg and was vicepresident
of Investment Banking at
Citi. He represents Sphere on the
boards of a number of businesses
in which Sphere has invested, and
is an independent non-executive
director of Old Mutual Emerging
Markets Ltd.

Khanyisile Kweyama (53)
Independent non-executive director
Chairman social and ethics committee
Nominations committee member
Qualifications: Masters in Management
- Further information
Khanyisile was appointed to the
board in December 2012. She is
currently the chairman of Brand
South Africa, commissioner on the
National Planning Commission and
the chairman of the SABC interim
board. Prior to this, she was the
CEO of BUSA and was the executive
head of human resources at Anglo
American Platinum Ltd.
She gained corporate experience
in a number of international
companies, including BMW, Altech
and Barloworld Ltd, holding
executive roles incorporating
human resources, industrial
relations, corporate affairs,
stakeholder relations and
transformation.
She sits on the boards of Key Mix
Investments, Tenon Investment
Holdings and Independent
Actuaries and Consultants.

Kholeka Mzondeki (49)
Independent non-executive director
Audit committee member
Investment and transactions
committee member
Remuneration committee member
Qualifications: BCom, FCCA (UK)
Dip (Investment Management)
- Further information
Kholeka was appointed to the board
in November 2012. She is a UK-qualified
chartered accountant and
has served as financial director at
various companies such as 3M and
Masana Petroleum Solutions.
Apart from her financial
management and strategy
experience, she has ICT
transformational strategy
formulation and implementation
experience, using technology as a
customer value proposition. In 2008
she was a finalist in the Nedbank
Business Woman of the Year
awards.
She sits on the board and audit
committees of Aveng and Balwin,
and is an associate of API.

Dr Hamadoun Touré (63)
Independent non-executive director
Investment and transactions
committee member
Risk committee member
Qualifications: MSc (Electrical Engineering)
Satellite Engineering
PhD (Electrical Engineering)
Appointed on 19 October 2016
- Further information
Hamadoun Touré was appointed to
the board in October 2016. He is
currently a non-executive member
of the board of Inmarsat. He was
elected secretary general of the
ITU and served two consecutive
terms (2007 to 2014). In October
2015 he was selected by the
board of Smart Africa as the
founding executive director.
He founded and served as
co-vice-chairman of the
Broadband Commission for Digital
Development, which was launched
in May 2010 by ITU and UNESCO,
with Paul Kagame, President of
Rwanda, and Carlos Slim Helú,
Honorary Lifetime Chairman of
Grupo Carso, as co-chairs.

Fagmeedah Petersen-Lurie (41)
Independent non-executive director
Chairman investment and
transactions committee
Risk committee member
Qualifications: BBusSc (Actuarial Science)
PGDip (Management Practice), FASSA,
FIA, CFP
- Further information
Fagmeedah was appointed to
the board in December 2012. She
sits on the board of Export Credit
Insurance Corporation of South
Africa, on the audit committee of
Bankmed, Continuum Investment
Management and is a lead
Independent director of Gauteng Cricket Board.
She is a fellow of both the Actuarial
Society of South Africa and
Institute of Actuaries.

Rex Tomlinson (54)
Independent non-executive director
Audit committee member
Investment and transactions
committee member
Qualifications: BCom (Econ), HDip (Personnel
Management), SEP
- Further information
Rex Tomlinson was appointed to
the Telkom board in December
2014. Mr Tomlinson is a member of
the Old Mutual plc executive and
sits on the boards of Old Mutual
Emerging Market Limited, Mutual &
Federal Limited, International Player
Management (Pty) Ltd and DIGA
Digital Intelligence.
He previously served on the board
of Liberty Holding Limited as
deputy group CEO and served as an
executive director of Nampak and
Illovo Sugar Ltd.

Louis von Zeuner (56)
Independent non-executive director
Chairman risk committee
Audit committee member
Social and ethics committee member
Qualifications: BCom (Econ)
- Further information
Louis was appointed to the board
in December 2012.
A member of the Institute
of Directors South Africa, he
completed 32 years’ service at
Absa and served as deputy group
chief executive from 2009 until 31
December 2012. He has extensive
business experience, including
experience in audit, risk and capital
matters, particularly in the financial
sector. He currently serves on the
boards of African Bank Holdings,
Paycorp Investments, Eqstra,
Afgri, Cricket South Africa, MMI
Holdings and serves as chairman of
MyPayers.

Nunu Ntshingila (Njeke) (53)
Independent non-executive director
Nominations committee member
Social and ethics committee member
Qualifications: BA, MBA
Resigned on 3 November 2016
- Further information
Nunu was appointed to the Telkom
board in December 2014. She is
currently the regional director
for Facebook Africa. She is also a
director and shareholder of Ntinta
Investments.
Prior to joining Facebook she was
chairman of Ogilvy and Mather
Africa and its CEO from 2005 to
2012, having previously been
communications director of Nike
South Africa.
She also held directorships on the
boards of several South African
and international companies.
Exco

Brian Armstrong (56)
Chief commercial officer
Qualifications: BSc (Eng), MSc (Eng), PhD
Resigned effective
30 June 2017

Len de Villiers (60)
Chief information officer
Qualifications: DIS, Information Technology
(Harvard) GITI, Information and
Technology and Telecommunications
(Insead Business School)

Isaac Mophatlane (44)
Chief executive officer BCX
Qualifications: BA
Resigned effective
31 July 2017

Ian Russell (45)
Chief administration officer
Qualifications: BSc (Econ), MBA, FCIPS
Appointed CEO of BCX
1 May 2017

Alphonzo Samuels (51)
Chief executive officer Openserve
Qualifications: BTech, Dip (Human Resource Management), NTech Dip
(Telecommunications), Executive Development Programme (UCT)

Thabo Seopa (52)
Chief executive officer Trudon
Qualifications: BCom, HDip Tax, Dip (Financial Management)

Attila Vitai (61)
Chief executive officer Consumer
Qualifications: BA (Hons), MBA, FCA (England and Wales), OBE

Johann Henning (57)
Chief executive officer Enterprise Business
Qualifications: BEng (Electronics), MBA
Stepped down on
30 November 2016 following merger of Enterprise with BCX
New appointments

Melody Lekota (46)
Chief human resources officer
Qualifications: Masters in HR, MBA (De Montfort University)
Appointed to exco on
1 March 2017

Tsholofelo Molefe (48)
Chief risk and compliance officer
Qualifications: CA(SA), BCompt (Hons), CTA, BA (Hons) Accounting
and Finance
Appointed to exco on
1 April 2017
Refer to www.telkom.co.za/about_us for the curricula vitae of exco.

Our board is properly constituted and balanced and possesses, individually and collectively, the competencies required to deal with issues and challenges faced by Telkom. Their skills complement each other and their diversity increases the range
of views that are
expressed in the spirit
of constructive engagements.
The board is led by an independent chairman whose role is to provide leadership. The board discharges its responsibilities through well-established committees. These committees have formally delegated terms of reference, are chaired by independent non-executive directors, and are supported by the group company secretary. For information on our board committees’ terms of reference, refer to the board committees section on our website www.telkom.co.za/ir
Board tenure*

* Based on the current board members.
Board key activities
Approved
- the new operating model for the group
- financial assistance for two subsidiaries in line with the approved resolution of the shareholders
- the introduction and subsequent declaration of an interim dividend of 131.23874 cents per share, and final dividend of 290.75253 cents per share
- the gender diversity policy for the board
- the integration of BCX with our Enterprise business
- the FY2017 and three-year business plan to align with the operating environment
- the board charter
- the various recommendations of the sub-committees
Reviewed and considered
Reports from the GCEO, GCFO, chief administration officer, and various business units on strategic progress, financial position, union engagements and employee remuneration.
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 www.telkom.co.za/ir
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Audit committee |
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Remuneration committee |
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Nominations committee |
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Recommended:
- a dividend policy which introduced an interim dividend
- the annual and interim financial statements of Telkom 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 to Telkom 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 |
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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 for Telkom
- 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)
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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: SL Botha
Members: JA Mabuza
KW Mzondeki
T Skweyiya (Dingaan)
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Investment and transactions committee |
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Social and ethics committee |
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Risk committee |
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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 of Telkom group Information technology (IT) business unit into BCX
Reviewed and considered:
- various investment proposals
- the committee’s terms of referen
Chairman: Petersen-Lurie
Members: N Kapila
Dr H Touré
GW Dempster
RG Tomlinson
SN Maseko
KW Mzondeki |
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Recommended:
- 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 Telkom Foundation, 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)
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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: SL Botha
Members: JA Mabuza
KW Mzondeki
T Skweyiya (Dingaan)
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Meeting attendance
Board sub-committee meetings are held before the quarterly board meetings to enable the committees to
report immediately to the board on their deliberations and make recommendations for approval as required.
Though committees discharge their duties as delegated, the board acknowledges that deliberations by the
committees do not reduce the individual and collective responsibilities of board members regarding their
fiduciary duties and responsibilities, and they must continue to exercise due care and judgement in accordance
with their statutory obligations.
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Committee meeting attendance |
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Date
appointed |
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Board
meeting
atten-dance1 |
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Audit2 |
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Remun-eration3 |
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Nomin-ations4 |
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Invest-ment
and
trans-actions5 |
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Social
and
ethics |
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Risk |
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| Independent non-executive directors |
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| JA Mabuza |
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November 2012 |
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7/7 |
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5/5 |
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5/5 |
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| I Kgaboesele6 |
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July
2011 |
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4/7 |
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7/7 |
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2/3 |
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4/4 |
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| SL Botha |
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December 2012 |
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5/7 |
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5/5 |
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5/5 |
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| LL von Zeuner |
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December 2012 |
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7/7 |
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7/7 |
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3/4 |
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4/4 |
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| K Kweyama |
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December 2012 |
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5/7 |
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5/5 |
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4/4 |
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| GW Dempster |
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December 2014 |
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7/7 |
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8/8 |
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4/4 |
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| T Skweyiya7 (Dingaan) |
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December 2014 |
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6/7 |
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5/7 |
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5/5 |
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| N Kapila |
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February 2011 |
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7/7 |
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8/8 |
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4/4 |
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| KW Mzondeki8 |
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November 2012 |
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6/7 |
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6/7 |
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5/5 |
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5/5 |
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| N Ntshingila9 (Njeke) |
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December 2014 |
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3/4 |
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3/4 |
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3/4 |
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| F Petersen-Lurie |
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December 2012 |
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7/7 |
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8/8 |
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4/4 |
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| RG Tomlinson |
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December 2014 |
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7/7 |
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7/7 |
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7/8 |
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| Dr H Touré10 |
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October 2016 |
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4/4 |
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4/4 |
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2/2 |
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| Executive directors |
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| SN Maseko |
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April
2013 |
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7/7 |
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5/7 |
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5/5 |
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4/5 |
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7/8 |
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2/4 |
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4/4 |
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| DJ Fredericks |
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September 2014 |
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7/7 |
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6/7 |
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5/5 |
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7/8 |
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2/4 |
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4/4 |
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1 The board had five scheduled meetings and two special meetings.
2 The audit committee held six scheduled meetings and one special meeting.
3 The remuneration committee held four scheduled meetings and one special meeting.
4 The nominations committee held three scheduled meetings and two special meetings.
5 The investment and transactions committee held four scheduled meetings and four special meetings.
6 Ceased being a member of the investment and transactions committee in September 2016.
7 Resigned 10 May 2017.
8 Appointed to the investment and transactions committee in September 2016.
9 Resigned 3 November 2016.
10 Appointed 19 October 2016.
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.
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.
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.
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
as Telkom’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 as Telkom’s
group company secretary.
Refer to page 101 for our corporate governance report.