Board and Committee evaluations were conducted in FY2023 through the Group Company Secretariat, and some shortcomings were identified. The Board committed to addressing these shortcomings. It also resolved to conduct evaluations every alternate year going forward, instead of annually, to allow it to deal effectively with evaluation outcomes. The next evaluation will take place in FY2025.
The recommended corrective actions from the FY2023 evaluations were tabled at all governance structures for adoption. Our progress is set out below:
The Board established a Technology Committee to assist it with oversight of technology and innovation strategies and plans, and operations related to information security, cybersecurity, data privacy and third‑party technology strategies.
Please refer to Technology Committee for the membership of this Committee.
While the Secretariat endeavours to obtain information within the stipulated timelines, some challenges remain. For example, where information on possible merger and acquisition transactions is dependent on third parties, it is difficult to prevent delays.
As part of the ongoing improvement of the remuneration framework, the FY2024 STI and LTI schemes were redesigned with various changes.
Refer to the standalone remuneration report online, and the Remuneration report summary.
The Group Secretariat actively manages the conflicts of interest process at the start of each financial year. The Group’s governance and ethics prescripts define the conditions and process for declarations of interest. All Directors and Group Prescribed Officers update mandatory annual declarations. These are recorded by the Group Company Secretary and tabled for noting by the Group Exco and Board.
To enhance ethical practices, the conflicts of interest process extends to employees beyond executive management as well as suppliers. Suppliers must comply with the Supplier Code of Conduct as they come on board.
Telkom is committed to promoting and embedding transparency and accountability. We encourage Executive Directors, Non‑executive Directors, Group Prescribed Officers, Prescribed Executives and executive management to make new declarations of interest should their circumstances change during the year.
The respective business units have adopted the Group’s governance and ethics prescripts. The conflicts of interest register for the Board is available at https://group.telkom.co.za/governance/governance.html, and the Group Ethics Handbook is available at www.telkom.co.za/about_us/humancapital/values/group-ethics-handbook.shtml.
Ayanda Ceba resigned on 31 August 2023. Karabelo Mosia served as Acting Group Company Secretary until the appointment of Ephy Motlhamme as the Group Company Secretary, effective 1 December 2023.
The Group Company Secretary’s role includes engaging and supporting the Board and its Committees. She advises on their fiduciary duties, JSE Listings Requirements, disclosure obligations, good governance practices, and ethical conduct. There are arrangements in place for accessing external professional corporate governance advisors where needed. The Board is satisfied that these are adequate and effective.
The Group Company Secretary maintains an arm’s length relationship with the Directors and oversees governance in all subsidiaries in line with the Group governance framework and the governance operating model.
The Nominations Committee, on behalf of the Board, evaluates the Group Company Secretary. The evaluation covers her individual performance and the effectiveness of the Group Company Secretariat. As the Group Company Secretary had only been in office for four months, the Board was of the view that it was too early to evaluate her and she will therefore be evaluated next year.