Transparency and accountability
Corporate governance report
The group embraces the importance of a well-governed company as an environment conducive for an ethical culture, effective control, good performance and legitimacy while reducing the likelihood of fraud and breaches of authority.
The board mindfully applied the principles of King IV and acknowledges that the development and improvement of our governance processes and mechanisms is a journey. The aim is to continuously entrench a governance culture across the group that builds a sustainable business and creates value for our shareholders, with due regard to the legitimate needs and interests of all other stakeholders.
The board is comfortable that the group applied the principles of good governance, adhered to the JSE Listings Requirements and complied with the Companies Act of South Africa, 71 of 2008, as amended (Companies Act) and other relevant laws and legalisation. Our integrated report aims to demonstrate our governance culture and practices which yield the four governance outcomes echoed in King IV.
Governance framework
The board approved an updated governance framework, which articulates the approach to relationships and exercise of power within the group. A robust process to review the governance model was followed. We reviewed our governance documents and processes, and engaged with various key stakeholders within the group. This process, which took into account best governance practices, design principles and our operating model, informed the final governance framework.
Our governance framework applies to companies within the group where Telkom is the sole or majority shareholder.
In terms of our governance framework, Telkom has the overall responsibility in terms of reporting to group investors and stakeholders on matters concerning Telkom and/or any of its subsidiaries. The role played by Telkom as a shareholder is that of setting the objective of the subsidiaries through the subsidiary memorandum of incorporation (MOI). This is done to ensure that the strategic objectives for which the subsidiary is created are realised, and to optimise the performance of the subsidiary for the benefit of the group.
Each subsidiary within the group is a separate legal entity with separate legislative requirements that it needs to fulfil and comply with independent of the holding company. It is the intention of Telkom to preserve the autonomy of its subsidiaries while balancing it with the need for adequate oversight. However, the group philosophy, policy guidance and direction are set at group level.