Telkom SA SOC Limited
Integrated Report 2017
For the year ended 31 March 2017

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The board of directors and management team

Executive directors

Lorato Phalatse

Sipho Maseko (48)

Group chief executive officer
Investment and Transactions
committee member

Qualifications: BA, LLB

  • 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.

Lindsay Peter Ralphs

Deon Fredericks (56)

Group chief financial officer

Qualifications: CA(SA), BCompt (Hons), Honours in Business Management, ACMA(UK)

  • 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

Lorato Phalatse

Jabu Mabuza (59)

Independent board chairman
Chairman nominations committee

Qualifications: Effective Leadership Programme
Executive Development Programme

  • 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.

Lindsay Peter Ralphs

Santie Botha (52)

Independent non-executive director
Chairman remuneration committee
Nominations committee member

Qualifications: BEcon (Hons)

  • 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).

Lindsay Peter Ralphs

Graham Dempster (61)

Independent non-executive director
Investment and transactions committee member
Risk committee member

Qualifications: BCom, CA(SA), CTA, AMP

  • 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.

Lindsay Peter Ralphs

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

  • 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.

Lindsay Peter Ralphs

Navin Kapila (62)

Independent non-executive director
Investment and transactions
committee member
Social and ethics committee member

Qualifications: BA (Eng) (Econ) (Law)

  • 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.

Hans Peter Meijer

Itumeleng Kgaboesele (45)

Independent non-executive director
Chairman audit committee
Risk committee member

Qualifications: BCom, CA(SA), PGDip Accounting

  • 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.

Anthony William Dawe

Khanyisile Kweyama (53)

Independent non-executive director
Chairman social and ethics committee
Nominations committee member

Qualifications: Masters in Management

  • 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.

Nompumelelo Madisa

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)

  • 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.

Gillian Claire Macmahon

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

  • 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.

Brian Joffe

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

  • 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.

Douglas Denoon Balharrie Band

Rex Tomlinson (54)

Independent non-executive director
Audit committee member
Investment and transactions
committee member

Qualifications: BCom (Econ), HDip (Personnel
Management), SEP

  • 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.

Eric Kevin Diack

Louis von Zeuner (56)

Independent non-executive director
Chairman risk committee
Audit committee member
Social and ethics committee member

Qualifications: BCom (Econ)

  • 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.

Eric Kevin Diack

Nunu Ntshingila (Njeke) (53)

Independent non-executive director
Nominations committee member
Social and ethics committee member

Qualifications: BA, MBA

Resigned on 3 November 2016

  • 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

Lorato Phalatse

Brian Armstrong (56)

Chief commercial officer

Qualifications: BSc (Eng), MSc (Eng), PhD

Resigned effective 30 June 2017

Lindsay Peter Ralphs

Len de Villiers (60)

Chief information officer

Qualifications: DIS, Information Technology
(Harvard) GITI, Information and
Technology and Telecommunications
(Insead Business School)

Lindsay Peter Ralphs

Isaac Mophatlane (44)

Chief executive officer BCX

Qualifications: BA

Resigned effective 31 July 2017

Lindsay Peter Ralphs

Ian Russell (45)

Chief administration officer

Qualifications: BSc (Econ), MBA, FCIPS

Appointed CEO of BCX 1 May 2017

Lindsay Peter Ralphs

Alphonzo Samuels (51)

Chief executive officer Openserve

Qualifications: BTech, Dip (Human Resource Management), NTech Dip (Telecommunications), Executive Development Programme (UCT)

Hans Peter Meijer

Thabo Seopa (52)

Chief executive officer Trudon

Qualifications: BCom, HDip Tax, Dip (Financial Management)

Anthony William Dawe

Attila Vitai (61)

Chief executive officer Consumer

Qualifications: BA (Hons), MBA, FCA (England and Wales), OBE

Nompumelelo Madisa

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

Lorato Phalatse

Melody Lekota (46)

Chief human resources officer

Qualifications: Masters in HR, MBA (De Montfort University)

Appointed to exco on 1 March 2017

Lindsay Peter Ralphs

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


Gender diversity*


  • 69%
    Men
  • 31%
    Women

Board demographics*


  • 54%
    African
  • 31%
    White
  • 15%
    Non-South African
    One Indian
    non-South African
    One African
    non-South African

Board tenure*

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

 
Audit committee
   
Remuneration committee
     
Nominations committee
 
  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

    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)

      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)

 
                   
 
Investment and transactions committee
   
Social and ethics committee
     
Risk committee
 
  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

    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)

      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)

 

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.

                  Committee meeting attendance    
      Date
appointed
    Board
meeting
atten-dance1
   






Audit2
   





Remun-eration3
   





Nomin-ations4
   


Invest-ment
and
trans-actions5
   




Social
and
ethics
   






Risk
   
Independent non-executive directors                                        
JA Mabuza     November 2012     7/7           5/5     5/5                      
I Kgaboesele6     July 2011     4/7     7/7                 2/3           4/4    
SL Botha     December 2012     5/7           5/5     5/5                      
LL von Zeuner     December 2012     7/7     7/7                       3/4     4/4    
K Kweyama     December 2012     5/7                 5/5           4/4          
GW Dempster     December 2014     7/7                       8/8           4/4    
T Skweyiya7 (Dingaan)     December 2014     6/7     5/7     5/5                            
N Kapila     February 2011     7/7                       8/8     4/4          
KW Mzondeki8     November 2012     6/7     6/7     5/5           5/5                
N Ntshingila9 (Njeke)     December 2014     3/4                 3/4           3/4          
F Petersen-Lurie     December 2012     7/7                       8/8           4/4    
RG Tomlinson     December 2014     7/7     7/7                 7/8                
Dr H Touré10     October 2016     4/4                       4/4           2/2    
Executive directors                                                    
SN Maseko     April 2013     7/7     5/7     5/5     4/5     7/8     2/4     4/4    
DJ Fredericks     September 2014     7/7     6/7     5/5           7/8     2/4     4/4    

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.