The role of the Board is to:
The Board delegates power to the GCEO to execute Telkom’s strategy with the assistance of Exco, and approves the delegation of authority through which such delegation is formalised. The Board has constituted governance structures to help it discharge its duties, and these structures are reviewed every year for adequacy.
The Board charter, which is reviewed annually, guides the Board on its mandate, responsibilities, and power. The charter is aligned with the Companies Act, JSE Listings Requirements and King IV.
The Board is led by an independent Chairperson, Mr MG Qhena. His role is to facilitate effective communication, collaboration and decision-making among Board Members, ensuring that discussions remain focused on key issues and objectives.
There is a clear balance of power and no one individual has unfettered powers.
The Nominations Committee reviews Board appointments and makes recommendations aligned with the nominations policy. While the nomination process for Directors is contained in the Board charter, the Board approved a nominations policy in November 2023 that incorporates the diversity targets and criteria of the Board. In FY2023, the Board approved a female representation target of 40% and a three-year period to achieve the target.
Each year, the Nominations Committee reviews the Board structure and diversity and makes recommendations to the Board. The Committee utilises a skills matrix that defines the skills required for the Telkom of the future, the current skills on the Board (see Leadership ), and the skills required. In making recommendations, the Committee identifies candidates that possess the required skills or can bring the required skills on board.
On 14 June 2024, Telkom announced the appointment of two Non-executive Directors, Mr M Booi and Ms M Msimang, to the Board with effect from 1 July 2024. The profiles of these Directors are under résumés in the notice of AGM.
The Nominations Committee has identified a need for candidates with skills in regulatory, cyber and IT security areas.
A third of our Directors retire by rotation at every AGM. Retiring Directors are selected from among the longest-serving Directors since last appointment or election. These Directors may offer themselves for re-election, if available, and for recommendation to shareholders at the AGM. The following Non-executive Directors retire by rotation at the upcoming AGM and have offered themselves for re-election:
Any Non-executive Director holding office for an aggregate period of more than nine years since first election or appointment shall retire from office at every AGM thereafter. The Director shall also be subjected to an annual independence assessment. Mr Von Zeuner, who exceeded his third three-year term in 2023, will retire at the upcoming AGM.
The Board reviews its succession planning to ensure continuity and sustainability, and to increase the Board’s resilience and adaptability in the face of evolving challenges and opportunities. The Board considers its succession planning as and when required.
Following the resignation of some Directors in FY2024, the Nominations Committee undertook a process to replenish the Board, which resulted in the appointment of Mr Booi and Ms Msimang to the Board of Directors with effect from 1 July 2024.
Key Board diversity statistics as at 31 March 2024 are set out in the table on the left, excluding Executive Directors.
The Group Company Secretariat inducts new Directors on Telkom’s operations, the legal and regulatory framework within which the Group operates, and the policies Directors must adhere to. The induction programme includes a day’s presentation on Group strategy, key functions and the Group’s business units. This is complemented by “Green Shoe Day”, where Directors are taken on a visit to the exchanges to better understand our operations.
A Director’s toolkit is provided to each Director that contains:
The Board approved a training plan for FY2024 to address existing and emerging Board needs. The following sessions were conducted:
We did not complete all the training as per the plan. In FY2025, we will focus on ensuring relevant training is provided which takes into account competing interests.
Board succession is a critical aspect of the Board’s activities, ensuring continuity, effectiveness, and adaptability. Robust succession plans mitigate the risks associated with sudden departures or disruptions in leadership while promoting innovation by introducing new talent.
The Board considers its succession planning when required and receives updates on Exco succession planning annually at a minimum. The Board received an update on the Exco succession plan in March 2024. This involved identifying a pool of talented individuals with the skills, experience, and perspectives necessary to steer the Group towards its vision and long-term goals. Refer to the Human capital section for more details.