25.10.2012 Views

Telkom AR front.qxp

Telkom AR front.qxp

Telkom AR front.qxp

SHOW MORE
SHOW LESS

Create successful ePaper yourself

Turn your PDF publications into a flip-book with our unique Google optimized e-Paper software.

We are...<br />

one of Africa’s largest integrated<br />

communication service providers.<br />

We aim...<br />

and resources to<br />

create a powerful<br />

communications platform<br />

for more information please visit our<br />

website at www.telkom.co.za<br />

<strong>Telkom</strong> Annual Report 2009 1<br />

to be Africa’s preferred ICT solutions provider.<br />

edge<br />

Group<br />

overview<br />

Management<br />

review<br />

Sustainability<br />

review<br />

Performance<br />

review<br />

Financial<br />

statements<br />

Company<br />

Financial<br />

Information


2<br />

<strong>Telkom</strong> Annual Report 2009<br />

<strong>Telkom</strong> Group structure and revenue contribution as at March 31, 2009<br />

<strong>Telkom</strong> SA<br />

Our fixed-line segment is our largest business. <strong>Telkom</strong> South Africa provides fixed-line subscription and connection, traffic, interconnection,<br />

data and internet service<br />

Trudon – 64.9%<br />

Trudon (Pty) Ltd, formerly known as TDS Directory Operations, provides Yellow and White page directory services, an electronic directory<br />

service, 10118 “The Talking Yellow Pages”, and an online web directory service.<br />

Multi-Links – 100%<br />

Multi-Links Telecommunications Limited is one of Nigeria’s pioneer private telephone operators. As one of the leading providers of<br />

telecommunications solutions in Nigeria, Multi-Links was one of the first to locally introduce the CDMA technology.<br />

<strong>Telkom</strong> acquired the remaining 25% interest in Multi-Links on January 21, 2009, thereby increasing its ownership of Multi-Links to 100%.<br />

Africa Online – 100%<br />

Africa Online is an internet service provider (ISP) in Africa. As one of the largest Pan-African ISP in sub-Saharan Africa, Africa Online offers<br />

a wide range of services to suit a variety of customer needs. With operations in Cote d’Ivoire, Ghana, Kenya, Namibia, Swaziland,<br />

Tanzania, Uganda, Zambia and Zimbabwe, Africa Online is positioned to provide individuals and organisations with scalable solutions<br />

based on each client’s specific needs.<br />

Joint venture – Vodacom Group – 50%<br />

Vodacom Group (Pty) Ltd is a leading mobile communications company in South Africa, providing mobile communications services as of<br />

March 31, 2009 to 39.6 million customers in South Africa, Tanzania, Lesotho, the Democratic Republic of the Congo and Mozambique.<br />

Vodacom has an estimated market share of 53% in South Africa.<br />

<strong>Telkom</strong> concluded the sale and unbundling of its interest in Vodacom after year end.<br />

Swiftnet – 100%<br />

Swiftnet (Pty) Ltd trades under the name FastNet Wireless Services. FastNet provides synchronous wireless access on <strong>Telkom</strong>’s X.25<br />

network, Saponet-P, to its customer base. Services include retail credit card and check point of sale terminal verification, telemetry, security<br />

and fleet management.<br />

<strong>Telkom</strong>’s Board of directors has decided to dispose of Swiftnet.<br />

<strong>Telkom</strong> Media – 75%<br />

<strong>Telkom</strong> Media is the holder of a commercial satellite and cable subscription broadcasting licence, which allows it to operate both a satellite<br />

pay-TV service and an IPTV service in South Africa.<br />

On May 4, 2009, <strong>Telkom</strong> sold its 75% interest in <strong>Telkom</strong> Media to Shenzhen Media South Africa (Pty) Ltd.


<strong>Telkom</strong> shareholding as at March 31, 2009<br />

Government<br />

The government of the<br />

Republic of South Africa is<br />

the largest shareholder in<br />

<strong>Telkom</strong>, holding 39.8% of<br />

the Company’s issued share<br />

capital. The government is<br />

the Class A shareholder.<br />

Elephant<br />

Consortium<br />

The Elephant Consortium is<br />

a Black Economic<br />

Empowerment group, which<br />

through Newshelf 772 (Pty)<br />

Ltd holds 7.2% of <strong>Telkom</strong>’s<br />

issued share capital.<br />

Black Ginger 33<br />

(Pty) Ltd<br />

Black Ginger 33 (Pty) Ltd is<br />

a wholly owned (100%)<br />

subsidiary of the Public<br />

Investment Corporation<br />

holding 8.9% of the<br />

Company’s issued share<br />

capital. Black Ginger 33 is<br />

the Class B shareholder.<br />

<strong>Telkom</strong> Treasury<br />

Stock<br />

Rossal No 65 (Pty) Ltd holds<br />

11,646,680 shares, 2.2%<br />

of the Company’s issued<br />

share capital which were<br />

purchased for the <strong>Telkom</strong><br />

Conditional Share Plan.<br />

Acajou Investments (Pty) Ltd<br />

holds 8,143,556 shares,<br />

1.6% of the Company’s<br />

issued share capital.<br />

<strong>Telkom</strong> Annual Report 2009 3<br />

Public Investment<br />

Corporation<br />

The Public Investment<br />

Corporation (PIC) is an<br />

investment management<br />

company wholly owned by<br />

the government. It invests<br />

funds on behalf of public<br />

sector entities. The PIC holds<br />

6.7% of the Company’s<br />

issued share capital.<br />

Free float<br />

The free float of 33.6%<br />

makes up the remainder of<br />

the Company’s issued share<br />

capital. Included in the free<br />

float are 11,570,245<br />

shares held by 91,625<br />

retail shareholders<br />

representing 2.2% of the<br />

Company’s issued share<br />

capital.<br />

Group<br />

overview<br />

Management<br />

review<br />

Sustainability<br />

review<br />

Performance<br />

review<br />

Financial<br />

statements<br />

Company<br />

Financial<br />

Information


4<br />

<strong>Telkom</strong> Annual Report 2009<br />

Group Strategy – The evolution of <strong>Telkom</strong><br />

Defend profitable revenue<br />

• Maintain fixed-line<br />

net revenue.<br />

• Retain leading<br />

fixed-line market<br />

share.<br />

• Increase annuity<br />

revenue as a<br />

percentage of total<br />

fixed-line operating<br />

revenue.<br />

• Improve competitiveness through tariff<br />

rebalancing.<br />

• Build customer retention initiatives that entice<br />

customers to stay with <strong>Telkom</strong>.<br />

• Build customer loyalty by providing superior<br />

value propositions that position <strong>Telkom</strong> as the<br />

service provider of choice.<br />

• Convert revenue streams to annuity revenue.<br />

Grow profitable revenue through broadband and converged services<br />

• Increase broadband<br />

penetration.<br />

• Deliver superior data<br />

speed and quality<br />

through fixed-line<br />

network.<br />

• Increase converged<br />

services revenue.<br />

• Partnerships with content<br />

providers.<br />

• Improve market share in<br />

information technology<br />

services sector.<br />

• Expand domestic data<br />

centre operations.<br />

• Improve innovation<br />

capability.<br />

• Grow organically and<br />

through acquisitions.<br />

• Expand our broadband footprint.<br />

• Increase bandwidth to offer higher bandwidth<br />

applications.<br />

• Provide converged information,<br />

communications and technology solutions to<br />

the enterprise market and enable the digital<br />

home in the consumer market.<br />

• Bundle content to provide added value in<br />

subscription and pay-as-you go models.<br />

• Target the medium to large business segment<br />

to meet their demand for end-to-end solutions.<br />

• Satisfy customer demand for converged onestop<br />

solutions for communications and<br />

information technology infrastructure<br />

requirements.<br />

• Develop improved value propositions through<br />

customer understanding enabled by the<br />

customer centricity programme.<br />

• Enhance availability to successfully partner<br />

with others where synergistic opportunities<br />

exist.


Grow profitable revenue through wireless voice and mobile data services<br />

• Provide integrated<br />

bundled offerings.<br />

• Combine with mobility<br />

to enhance fixed-line<br />

offering.<br />

Grow profitable revenue internationally<br />

• Increase revenue<br />

and long-term<br />

profitability from<br />

acquired African<br />

subsidiaries and<br />

international<br />

services.<br />

<strong>Telkom</strong> Annual Report 2009 5<br />

Transform fixed-line business to incorporate key<br />

value-added services, including mobile<br />

converged voice services.<br />

Build a cost-effective wireless voice and mobile<br />

data network in selected areas to offer:<br />

• Wireless access in campus environments,<br />

gated communities, security complexes and<br />

other developments.<br />

• Mobile data services.<br />

• Fixed and nomadic wireless voice services.<br />

Become a Pan-African integrated service<br />

provider, offering:<br />

• International communications and internet<br />

connectivity.<br />

• Hosting and managed data services.<br />

• Wireless voice and mobile broadband<br />

solutions.<br />

Leverage synergies across the <strong>Telkom</strong> Group to<br />

grow revenue from subsidiaries – organically<br />

and through acquisitions.<br />

Introduce converged fixed and mobile service<br />

in the Nigerian market through Multi-Links.<br />

Group<br />

overview<br />

Management<br />

review<br />

Sustainability<br />

review<br />

Performance<br />

review<br />

Financial<br />

statements<br />

Company<br />

Financial<br />

Information


6<br />

<strong>Telkom</strong> Annual Report 2009<br />

Financial review summary<br />

Continuing operations<br />

Solid revenue growth<br />

The 3.3% growth in fixed-line revenue to<br />

R33.7 billion contributed to the Group’s overall<br />

6.9% revenue growth to R35.9 billion.<br />

Operating revenue<br />

Rm<br />

40<br />

35<br />

30<br />

25<br />

20<br />

15<br />

10<br />

5<br />

0<br />

07 08 09<br />

R9,310m<br />

(R8,308m)<br />

Higher demand for data<br />

services, including ADSL, an<br />

increase in internet access<br />

and related services and<br />

managed data network<br />

services.<br />

Operating profit<br />

Rm<br />

10<br />

9<br />

8<br />

7<br />

6<br />

5<br />

4<br />

3<br />

2<br />

1<br />

0<br />

07 08 09<br />

R35,940m<br />

(R33,611m)<br />

Strong growth in data<br />

revenues, higher revenue<br />

from interconnection and<br />

calling plans, partially offset<br />

by lower traffic. Multi-<br />

Links delivered strong<br />

revenue growth as a result<br />

of subscriber growth.<br />

Data revenue<br />

Rm<br />

10<br />

9<br />

8<br />

7<br />

6<br />

5<br />

4<br />

3<br />

2<br />

1<br />

0<br />

07 08 09<br />

R6,388m<br />

(R9,069m)<br />

Excluding the Multi-Links<br />

impairment of R1.8 billion<br />

the South African business<br />

performed well in the current<br />

high inflationary environment.<br />

EPS & HEPS<br />

The decrease in both headline and basic earnings per<br />

share reflects increasing operating expenses, once-off<br />

impairments of Multi-Links and Africa Online and<br />

increased finance charges and fair value movements.<br />

Annuity revenue<br />

Rm<br />

8<br />

7<br />

6<br />

5<br />

4<br />

3<br />

2<br />

1<br />

0<br />

07 08 09<br />

Operating expenditure<br />

Rm<br />

30 000<br />

25 000<br />

20 000<br />

15 000<br />

10 000<br />

5 000<br />

0<br />

07 08 09<br />

557.0 cents<br />

(1,028.9 cents)<br />

600<br />

Decrease in headline<br />

earnings reflects decrease<br />

400<br />

in operating profit and 200<br />

increased finance charges. 0<br />

R7,387m<br />

(R6,917m)<br />

<strong>Telkom</strong> continues to be<br />

successful in tying in large<br />

corporate customers to<br />

term and volume discount<br />

plans.<br />

R29,895m<br />

(R25,014m)<br />

Operating expenses<br />

increased across all<br />

segments and were affected<br />

by a number of once-off<br />

items.<br />

Headline earnings per share<br />

cents<br />

1 400<br />

1 200<br />

1 000<br />

800<br />

07 08 09


600<br />

500<br />

400<br />

300<br />

200<br />

100<br />

0<br />

07 08 09<br />

93% ADSL coverage<br />

93% of our exchanges are ADSL<br />

enabled. They consist of 4,000<br />

digital subscriber line access<br />

multiplexers, serving approximately<br />

548,015 customers, which<br />

represents a growth of 33.0%.<br />

57% self-install ADSL<br />

packages<br />

Our self-install option is very<br />

popular and had a positive<br />

impact on ADSL installation<br />

times.<br />

7.4% increase in<br />

wholesale internet<br />

leased lines<br />

16<br />

14<br />

12<br />

10<br />

8<br />

6<br />

4<br />

2<br />

0<br />

<strong>Telkom</strong> Annual Report 2009 7<br />

Operational review summary<br />

Quality, value for money products delivering strong<br />

growth<br />

58% increase in Do<br />

Broadband packages<br />

Do Broadband subscribers<br />

increased 58.1% to 188,540.<br />

Our current Broadband line<br />

penetration rate is 15%.<br />

The growth in broadband<br />

has stimulated the demand for<br />

leased lines. Wholesale internet<br />

leased lines increased 7.4% to<br />

24,204 lines.<br />

ADSL subscribers (000) Managed data network sites Supreme Call subscribers<br />

(000)<br />

(000)<br />

30<br />

25<br />

20<br />

15<br />

10<br />

5<br />

0<br />

07 08 09<br />

07 08 09<br />

27.3% increase<br />

in calling plan<br />

subscribers<br />

The <strong>Telkom</strong> Closer packages have<br />

performed well, increasing by 27.6%<br />

to 575,812 plans. Supreme call<br />

packages, targeted at the business<br />

segment, have increased by 14.4%<br />

to 14,778 packages and PC<br />

bundles have increased 48.3% to<br />

11,336.<br />

141 W-CDMA base<br />

stations selectively<br />

deployed<br />

<strong>Telkom</strong> has commenced the<br />

deployment of a W-CDMA<br />

wireless local loop network in<br />

the 2100MHz band.<br />

Do Broadband subscribers<br />

(000)<br />

200<br />

180<br />

160<br />

140<br />

120<br />

100<br />

80<br />

60<br />

40<br />

20<br />

0<br />

07 08 09<br />

Group<br />

overview<br />

Management<br />

review<br />

Sustainability<br />

review<br />

Performance<br />

review<br />

Financial<br />

statements<br />

Company<br />

Financial<br />

Information


8<br />

<strong>Telkom</strong> Annual Report 2009<br />

Equity markets<br />

The financial year ended March 31, 2009 was characterised by extreme volatility in global stock markets and currencies as a result of<br />

the sub-prime crisis. Despite these difficulties we managed to conclude:<br />

• The sale of our 15% share in Vodacom to Vodafone Plc for the excellent price of<br />

R22.5 billion. In addition, the remaining 35% share in Vodacom was unbundled<br />

directly to shareholders. Details of the transaction can be found in the performance<br />

review.<br />

• As a result of this transaction <strong>Telkom</strong> was able to pay a special dividend of R19.00 per<br />

share to its shareholders.<br />

• In addition, <strong>Telkom</strong> declared an ordinary dividend of R1.15 and a special dividend of<br />

R2.60 in respect of the 2009 financial year.<br />

<strong>Telkom</strong> remains committed to returning cash to shareholders and growing shareholder value.<br />

Market performance<br />

JSE share price vs volume traded NYSE share price vs volume traded<br />

Share price (R)<br />

160<br />

150<br />

140<br />

130<br />

120<br />

110<br />

100<br />

90<br />

80<br />

20 000 000<br />

17 500 000<br />

15 000 000<br />

12 500 000<br />

10 000 000<br />

7 500 000<br />

5 000 000<br />

2 500 000<br />

0<br />

Mar 08 Jun 08 Aug 08 Nov 08 Jan 09 Mar 09<br />

Mar 08 Jun 08 Aug 08 Nov 08 Jan 09 Mar 09<br />

Telco index<br />

<strong>Telkom</strong><br />

All share<br />

Industrials<br />

-31.2<br />

-32.4<br />

-40<br />

-30<br />

-19.6<br />

-15.5<br />

-20<br />

%<br />

-10<br />

0<br />

Volume<br />

Share price (USD)<br />

85<br />

80<br />

75<br />

70<br />

65<br />

60<br />

55<br />

50<br />

45<br />

40<br />

35<br />

30<br />

25<br />

20<br />

FTSE 250 Telcos<br />

<strong>Telkom</strong> US$<br />

Nasdaq<br />

FTSE Global Telcos<br />

S&P Telecoms<br />

DJI<br />

S&P 500<br />

FTSE 350 Telcos (in USD)<br />

JSE Limited NYSE<br />

(Z<strong>AR</strong> per ordinary share) (USD per ADS)<br />

year ended March 31 year ended March 31,<br />

2008 2009 2008 2009<br />

Closing price 131.20 105.49 65.43 44.93<br />

Highest price 195.02 107.37 113.00 45.03<br />

Market capitalisation (millions) 68,327 54,937 8,519 5,850<br />

Share price (R) Volume Share price (US$) Volume<br />

JSE share price relative to SA indices NYSE share price relative to major international stock<br />

market indices<br />

-46.1<br />

-60<br />

-50<br />

-31.3<br />

-32.9<br />

-34.6<br />

-36.8<br />

-38.0<br />

-39.7<br />

-40<br />

-25.2<br />

-30<br />

%<br />

-20<br />

-10<br />

250<br />

200<br />

150<br />

100<br />

50<br />

0<br />

0<br />

Volume


The telecommunications industry<br />

Conclusion of Vodacom transaction gives <strong>Telkom</strong><br />

Overview<br />

<strong>Telkom</strong> is an integrated communications service provider offering<br />

bundled voice, data, broadband and internet services with its<br />

service offerings expanded to business and residential customers.<br />

Competition in the South African fixed-line communications market<br />

is intense and is increasing as a result of the Electronic<br />

Communications Act and determinations issued by the Minister of<br />

Communications.<br />

The new licensing framework included in the Act has resulted in the<br />

market becoming more horizontally layered with a large number<br />

of separate licences being issued for electronic communications<br />

network services, electronic communications services, broadcasting<br />

services and radio frequency spectrum and, as a result, this will<br />

substantially increase competition in <strong>Telkom</strong>’s fixed-line business.<br />

In the areas where we currently face competition, and expect to<br />

compete for public switched telecommunications services, <strong>Telkom</strong><br />

competes primarily on the basis of customer service, quality,<br />

dependability and price. In addition, we intend to introduce new<br />

products, services and tariff structures to enable us to maintain and<br />

grow revenue.<br />

Fixed-line voice competition<br />

In September 2004, South Africa’s Minister of Communications<br />

granted an additional licence to provide switched telecommunications<br />

services to Neotel, a company that was 30%<br />

owned by Transtel Telecoms, a division of Transnet Limited, and<br />

Esitel, which is beneficially owned by the South African<br />

government and other strategic equity investors, including a 26%<br />

shareholding owned by TATA Africa Holdings (Pty) Ltd, a member<br />

of the TATA Group, a large Indian conglomerate with information<br />

and communications operations. On March 19, 2008, Neotel<br />

announced that the Competition Tribunal of South Africa had<br />

approved its acquisition of Transtel without any conditions.<br />

Subsequently, TATA Africa Holdings (Pty) Ltd acquired the<br />

government’s 30% equity, extending its equity in Neotel to 56%.<br />

Neotel started providing services to large corporations and other<br />

licensees at the start of the 2007 calendar year and on April 25,<br />

2008, announced that the first of its consumer products were<br />

<strong>Telkom</strong> Annual Report 2009 9<br />

freedomto compete<br />

Group<br />

overview<br />

Management<br />

review<br />

Sustainability<br />

review<br />

Performance<br />

review<br />

Financial<br />

statements<br />

Company<br />

Financial<br />

Information


10<br />

<strong>Telkom</strong> Annual Report 2009<br />

The telecommunications industry (continued)<br />

All existing licences have been<br />

converted<br />

available to limited parts of Johannesburg<br />

and Pretoria.<br />

As a result of an amendment to the<br />

Electronic Communications Act to enable<br />

state investment and licensing in the sector,<br />

the government created an infrastructure<br />

company, Broadband Infraco (Pty) Ltd, in<br />

2007, to provide inter-city bandwidth at<br />

cost based prices to Neotel and, later, to<br />

the rest of the industry, which added further<br />

competition to <strong>Telkom</strong>’s communications<br />

network. Broadband Infraco will also be<br />

involved in some of the undersea cable<br />

projects.<br />

Licences<br />

On October 29, 2008, the Minister of<br />

Communications published for public<br />

comment, a draft policy direction<br />

which would direct ICASA to grant<br />

Broadband Infraco individual Electronic<br />

Communications Services (ECS) and<br />

Electronic Communications Network<br />

Services (ECNS) licences.<br />

On March 13, 2009, ICASA published<br />

an ‘invitation for a public entity to apply for<br />

individual ECNS and individual ECS<br />

licences for a public entity’, inviting<br />

Broadband Infraco to submit applications<br />

for these licences.<br />

The process to issue additional licences to<br />

small business operators for the purpose of<br />

providing telecommunications services in<br />

underserviced areas with a teledensity of less<br />

than 5% started in 2005. To date, the<br />

Minister of Communications has identified<br />

27 underserviced areas and ICASA has<br />

issued licences to seven successful bidders<br />

with the Minister issuing invitations to apply<br />

for licences in an additional 14 areas.<br />

All existing USAL licences, including<br />

<strong>Telkom</strong>’s, have been converted into ECS<br />

and ECNS licences, and all future licences<br />

for this category will be issued as ECS and<br />

ECNS licences.<br />

These licences provide the authorisation to<br />

construct, maintain and operate an<br />

electronic communications network and<br />

provide ECNS and ECS. All the obligations<br />

contained in <strong>Telkom</strong>’s public switched<br />

telecommunications service licence,<br />

including licence fees to be paid, minimum<br />

services to be provided to customers and<br />

other service obligations, will be contained<br />

in regulations, some of which have been<br />

promulgated and some of which are in the<br />

process of being promulgated.<br />

<strong>Telkom</strong>’s licence fee under the public<br />

switched telecommunications service<br />

licence amounted to 0.1% of its annual<br />

revenue generated from the provision of the<br />

licensed public switched telecommunications<br />

services. This provision was<br />

retained following the conversion to the<br />

ECS and ECNS licences. However, in<br />

terms of a regulation published on April 1,<br />

2009, <strong>Telkom</strong>’s annual licence fees for<br />

ECS and ECNS were set at 1.5% of gross<br />

profit from licensed activities, defined as<br />

total revenue obtained from the provision of<br />

licensed services, less total costs directly<br />

incurred in the provision of such services.<br />

As a result, there may be a material<br />

increase in <strong>Telkom</strong>’s annual licence fee.<br />

On March 25, 2009, the telecommunications<br />

industry put forward proposals to<br />

ICASA regarding a Service Charter<br />

<strong>Telkom</strong> is in the process of challenging the proposed<br />

new licence fee regulation


egulation that stipulated standard levels of service. The standards<br />

stipulated in the regulation are extremely demanding and, the<br />

communications industry has made representation to ICASA. On<br />

July 24, 2009, ICASA has repeated the previous Service Charter<br />

regulation and published a new regulation that implements many<br />

of the recommendations made by the industry.<br />

Other licences<br />

In August 1995, <strong>Telkom</strong>’s subsidiary, Swiftnet, was granted a telecommunications<br />

licence and a radio frequency spectrum licence<br />

for the provision of:<br />

• The construction, maintenance and operation of a national<br />

wireless data network and the provision of wireless data<br />

telecommunications services; and<br />

• Interconnection with <strong>Telkom</strong>’s network.<br />

In terms of the licence agreement, Swiftnet was required to have<br />

at least a 30% black economic empowerment (BEE) shareholding.<br />

In spite of <strong>Telkom</strong> entering into an agreement in 2007 to sell 30%<br />

of Swiftnet to the Radio Surveillance Consortium, a group of<br />

empowerment investors, an agreement that received Competition<br />

Commission approval, ICASA did not approve the transaction. As<br />

a result, Swiftnet was in breach of its licence.<br />

Swiftnet, assisted by <strong>Telkom</strong>, has subsequently had two meetings<br />

with ICASA on this matter and ICASA has indicated that currently<br />

there is no agreement within the industry as to acceptable BEE<br />

shareholding percentages for all licensees. ICASA also indicated<br />

that the shareholding issue for the Swiftnet licence would have to<br />

be in line with the BEE values applicable to other similar licensees.<br />

Swiftnet received a new licence from ICASA on January 16, 2009<br />

which stipulated that the company still needed to secure a 30%<br />

BEE shareholding. However, ICASA has said that in the 2010<br />

financial year it will be reviewing the equity shareholdings of all<br />

licensees, after which it is anticipated that all licensees will be<br />

given sufficient time to meet their equity shareholding requirements.<br />

<strong>Telkom</strong>’s Board of directors has decided to dispose of Swiftnet,<br />

and <strong>Telkom</strong> is currently seeking potential purchasers that would<br />

comply with Swiftnet’s BEE requirements.<br />

Carrier pre-selection<br />

The now repealed Telecommunications Act mandated that fixed-line<br />

operators were required to implement carrier pre-selection to enable<br />

customers to choose and vary their fixed-line telecommunications<br />

carrier for long distance and international calls. These provisions<br />

were retained in the Electronic Communications Act and on June<br />

24, 2005, regulations were published for the implementation of<br />

carrier pre-selection in two phases (the implementation of call-by-call<br />

pre-selection and fully automatic pre-selection, to be implemented<br />

and provided within two months and 10 months, respectively, of<br />

them being requested by another operator). <strong>Telkom</strong> had already<br />

conditioned its exchanges to handle call-by-call carrier pre-selection<br />

<strong>Telkom</strong> Annual Report 2009 11<br />

The 2010 <strong>Telkom</strong> ‘hotseat’<br />

This is the control room – the ‘hotseat’ – for our 2010 World<br />

Cup soccer national transport network. From here, our highly<br />

skilled team will direct all incoming and outgoing<br />

transmissions for the duration of the tournament.<br />

Group<br />

overview<br />

Management<br />

review<br />

Sustainability<br />

review<br />

Performance<br />

review<br />

Financial<br />

statements<br />

Company<br />

Financial<br />

Information


12<br />

<strong>Telkom</strong> Annual Report 2009<br />

The telecommunications industry (continued)<br />

<strong>Telkom</strong> has made significant progress in<br />

rebalancing<br />

its fixed-line tariffs...<br />

by December 31, 2003. <strong>Telkom</strong> has met<br />

with Neotel to discuss its request for<br />

implementing carrier pre-selection.<br />

Until Neotel’s interconnection systems and<br />

its inter-operator process and systems to<br />

support carrier pre-selection become<br />

available, <strong>Telkom</strong> cannot fully implement<br />

carrier pre-selection. However, <strong>Telkom</strong><br />

does not believe it can meet the 10 months<br />

deadline for automatic carrier preselection.<br />

Number portability<br />

The Telecommunications Act mandated that<br />

number portability, to enable customers to<br />

retain their fixed-line and mobile telephone<br />

numbers if they switch between fixed-line<br />

operators or between mobile operators, be<br />

introduced. These provisions were retained<br />

in the Electronic Communications Act.<br />

A framework number portability regulation<br />

was published at the end of 2004 that<br />

generically provides for the introduction of<br />

fixed-to-fixed and mobile-to-mobile number<br />

portability. <strong>Telkom</strong> is required to implement<br />

number portability in blocks of 10,000<br />

numbers within two months after Neotel<br />

launches such retail services and individual<br />

number portability within 12 months of<br />

receiving a request from Neotel. <strong>Telkom</strong><br />

has received a request from Neotel to<br />

implement both block and individual<br />

number portability and <strong>Telkom</strong> and Neotel<br />

implemented number portability in blocks<br />

of 10,000 and 1,000 numbers in May<br />

2009. After several delays mobile number<br />

portability phase one was launched on<br />

November 11, 2006. Phase 2, which<br />

was implemented during April 2007,<br />

includes multi-line porting, secure file<br />

transfer protocol access to third parties and<br />

operational software upgrades on the<br />

central reference data base.<br />

The set-up and per-operator costs are<br />

typically the largest cost components of<br />

implementing number portability. Similar to<br />

carrier pre-selection, there is a risk of not fully<br />

recovering system set-up costs. The<br />

implementation of these requirements in a<br />

timely manner, could result in <strong>Telkom</strong>’s<br />

business being disrupted and cause its net<br />

profit to decline and the implementation of<br />

these requirements will likely further increase<br />

competition and cause churn rates to<br />

increase.<br />

Fees and tariffs<br />

<strong>Telkom</strong> has made significant progress in<br />

rebalancing its fixed-line tariffs with a view<br />

to focusing more on the relationship<br />

between the actual costs and tariffs of<br />

subscriptions and connections and traffic in<br />

order to more accurately reflect underlying<br />

costs and to be more competitive.<br />

Regulations made under the repealed<br />

Telecommunications Act, but which are still<br />

in effect, imposed a price cap (3.5%<br />

below inflation, effectively implying a<br />

continuous real decrease in prices) on a<br />

basket of <strong>Telkom</strong>’s specified services. These<br />

include installations; pre-paid and postpaid<br />

line rentals; local, long distance and<br />

international calls; fixed-to-mobile calls;<br />

public payphone calls; ISDN services; its<br />

Diginet product and its Megaline product.<br />

A similar cap applies to a sub-basket of<br />

those services provided to residential<br />

customers, including leased lines up to and<br />

including lines of 2 Mbps of capacity and<br />

the rental and installation of business<br />

exchange lines.<br />

Approximately 57% of <strong>Telkom</strong>’s operating<br />

revenue in the year ended March 31,<br />

2008 was included in this basket,<br />

compared to approximately 54% in the<br />

year ended March 31, 2009.


a - Euros<br />

a - Euros<br />

a - Euros<br />

0.25<br />

0.20<br />

0.15<br />

0.10<br />

0.05<br />

0.00<br />

0.20<br />

0.15<br />

0.10<br />

0.05<br />

0.00<br />

1.0<br />

0.8<br />

0.6<br />

0.4<br />

0.2<br />

0.0<br />

Local peak (3 minute)<br />

Source: Tarifica 4th quarter 2008<br />

Slovak Republic<br />

Slovak Republic<br />

Local off peak (3 minute)<br />

Source: Tarifica 4th quarter 2008<br />

Malta<br />

Ireland<br />

<strong>Telkom</strong><br />

Cyprus<br />

Luxembourg<br />

Turkey<br />

Croatia<br />

UK (BT)<br />

To adjacent country Peak (3 minutes)<br />

Source: Tarifica 4th quarter 2008<br />

Turkey<br />

Cyprus<br />

Cyprus<br />

Malta<br />

Sweden<br />

Slovenia<br />

Norway<br />

Germany<br />

Switzerland<br />

Iceland<br />

Netherlands<br />

<strong>Telkom</strong><br />

Iceland<br />

Bulgaria<br />

Romania<br />

Luxembourg<br />

Slovenia<br />

Estonia<br />

Bulgaria<br />

<strong>Telkom</strong><br />

Hungary<br />

Lithuania<br />

Denmark<br />

Turkey<br />

Slovenia<br />

France<br />

Croatia<br />

Romania<br />

Luxembourg<br />

Italy<br />

Austria<br />

Bulgaria<br />

Latvia<br />

Denmark<br />

Austria<br />

Denmark<br />

Netherlands<br />

Poland<br />

Average<br />

Poland<br />

Czech Republic<br />

Netherlands<br />

Switzerland<br />

Latvia<br />

Sweden<br />

Slovak Republic<br />

Estonia<br />

Spain<br />

Finland<br />

Germany<br />

Lithuania<br />

Average<br />

Czech Republic<br />

Finland<br />

Malta<br />

Latvia<br />

Norway<br />

Spain<br />

Average<br />

Ireland<br />

Estonia<br />

Iceland<br />

Hungary<br />

UK (BT)<br />

Italy<br />

<strong>Telkom</strong> Annual Report 2009 13<br />

Independent benchmarking of <strong>Telkom</strong>’s pricing – Tarifica review, 4th quarter 2008<br />

<strong>Telkom</strong> continues to manage its pricing actively in order to continually offer enhanced value to our customers. We intend to educate all<br />

our customers as to the global attractiveness of our pricing and the value offered by the fixed-line service. <strong>Telkom</strong>’s mobile offering will<br />

follow the lead of the fixed-line in terms of competitive pricing. Below find a selection of Tarifica’s findings.<br />

Ireland<br />

France<br />

Hungary<br />

Greece<br />

Poland<br />

Spain<br />

Belgium<br />

Switzerland<br />

France<br />

Italy<br />

Portugal<br />

Norway<br />

Portugal<br />

Greece<br />

Portugal<br />

Croatia<br />

Czech Republic<br />

Sweden<br />

Germany<br />

Austria<br />

Belgium<br />

UK (BT)<br />

Belgium<br />

Finland<br />

Lithuania<br />

Romania<br />

Greece<br />

Group<br />

overview<br />

Management<br />

review<br />

Sustainability<br />

review<br />

Performance<br />

review<br />

Financial<br />

statements<br />

Company<br />

Financial<br />

Information


14<br />

<strong>Telkom</strong> Annual Report 2009<br />

Independent benchmarking of <strong>Telkom</strong>’s pricing – Tarifica review, 4th quarter 2008<br />

a - Euros<br />

a - Euros<br />

a - Euros<br />

1.5<br />

1.2<br />

0.9<br />

0.6<br />

0.3<br />

0.0<br />

600<br />

500<br />

400<br />

300<br />

200<br />

100<br />

150<br />

120<br />

0<br />

Residential: Installation<br />

Source: Tarifica 4th quarter 2008<br />

90<br />

60<br />

30<br />

0<br />

Germany<br />

Turkey<br />

Cyprus<br />

<strong>Telkom</strong><br />

Switzerland<br />

Norway<br />

Sweden<br />

Netherlands<br />

Business: Installation<br />

Source: Tarifica 4th quarter 2008<br />

Turkey<br />

Iceland<br />

Czech Republic<br />

Romania<br />

Switzerland<br />

<strong>Telkom</strong><br />

Greece<br />

64 kbits / 50kms<br />

Source: Tarifica 4th quarter 2008<br />

Croatia<br />

Iceland<br />

Latvia<br />

<strong>Telkom</strong><br />

Malta<br />

Norway<br />

Finland<br />

Slovak Republic<br />

Iceland<br />

Bulgaria<br />

Hungary<br />

Romania<br />

Netherlands<br />

Bulgaria<br />

France<br />

Estonia<br />

Turkey<br />

Slovenia<br />

France<br />

Denmark<br />

Luxembourg<br />

Luxembourg<br />

Cyprus<br />

Austria<br />

Germany<br />

Greece<br />

Poland<br />

Belgium<br />

Sweden<br />

Slovak Republic<br />

Lithuania<br />

Czech Republic<br />

Average<br />

Luxembourg<br />

Ireland<br />

Hungary<br />

Average<br />

Spain<br />

Sweden<br />

Romania<br />

Bulgaria<br />

Croatia<br />

Germany<br />

Average<br />

Portugal<br />

Ireland<br />

Malta<br />

Slovenia<br />

Spain<br />

Poland<br />

Denmark<br />

Italy<br />

UK (BT)<br />

Estonia<br />

Finland (Elisa)<br />

Italy<br />

Belgium<br />

Spain<br />

Austria<br />

Latvia<br />

Latvia<br />

Netherlands<br />

Italy<br />

Cyprus<br />

Greece<br />

Belgium<br />

Norway<br />

Hungary<br />

France<br />

Malta<br />

Finland<br />

Poland<br />

Denmark<br />

Portugal<br />

Ireland<br />

Portugal<br />

UK (BT)<br />

UK (BT)<br />

Czech republic<br />

Lithuania<br />

Austria<br />

Switzerland<br />

Croatia


ated<br />

management team<br />

with experience to<br />

guide the Group<br />

Management review<br />

Chairman’s review 16<br />

Chief Executive Officer’s review 20<br />

Chief Financial Officer’s review 24<br />

Board of directors 28<br />

Chief officers 30<br />

Management team 31<br />

Group<br />

overview<br />

Management<br />

review<br />

Sustainability<br />

review<br />

Performance<br />

review<br />

Financial<br />

statements<br />

Company<br />

Financial<br />

Information


16<br />

<strong>Telkom</strong> Annual Report 2009<br />

Chairman’s review<br />

We have<br />

strengthened<br />

the Board, our structures and processes<br />

to ensure <strong>Telkom</strong>’s transformation<br />

Shirley Lue Arnold<br />

Chairman<br />

It is with great regret that we<br />

said a final farewell to the<br />

former Minister of<br />

Communications Dr Ivy<br />

Matsepe-Casaburri, who<br />

passed away on April 6,<br />

2009. She was a great source<br />

of strength to us and we will<br />

miss her wise counsel.<br />

The year under review was characterised<br />

by the sale of Vodacom, a fast and<br />

substantively changing competitive local<br />

landscape, and our efforts to grow in other<br />

parts of the African continent. To ensure<br />

consistent growth in value for our<br />

shareholders, among our strategic priorities,<br />

my first year in <strong>Telkom</strong> was to bring stability<br />

to the organisation; the second a<br />

strengthening of the Board; and the third<br />

must embed the ongoing transformation of<br />

the new <strong>Telkom</strong> to defend, grow, and<br />

deliver, competitively. While it has been a<br />

demanding period for the <strong>Telkom</strong> Board,<br />

we have been preparing for our most<br />

challenging year, which lies ahead.<br />

Restructuring <strong>Telkom</strong> SA Limited<br />

This demands <strong>Telkom</strong>’s organisational<br />

structures and operational systems become<br />

more responsive, adaptive and much<br />

quicker in delivering innovative and quality<br />

services. More detail on the strategic<br />

priorities and restructuring of the company is<br />

provided by Reuben September in his<br />

CEO review.<br />

The change is fundamental to our strategy<br />

to grow our market share in South Africa<br />

and build a strong footprint across the<br />

African continent. It is vital to <strong>Telkom</strong>’s<br />

survival to continually retire obsolete legacy<br />

systems and bureaucracies as we review<br />

our performance and restructure to meet<br />

our challenges.<br />

The socio-economic environment<br />

This period is marked by the shrinking local<br />

economy, growing activism of our<br />

shareholders and stakeholders, the socioeconomic<br />

challenges and new political<br />

leadership.<br />

Bold and creative leadership is required to<br />

create employment, and intervene in the<br />

education, health, housing and security<br />

sectors. These socio-economic factors will<br />

strain corporations and increase the focus<br />

on companies as good corporate citizens.<br />

Pressure on the government to further reduce<br />

communication costs and widen services to<br />

boost the economy and public services will<br />

increase. Reporting on sustainability and<br />

environment impacts is also being more<br />

strongly demanded. <strong>Telkom</strong> is addressing<br />

these issues and our efforts are detailed<br />

elsewhere in this report.<br />

The South African Gross Domestic Product<br />

(GDP) dropped 1.5% in the six months to<br />

March 2009, with the mining, manufacturing<br />

and automotive industries being<br />

particularly hard hit. In addition, in the first<br />

quarter of 2009, formal employment fell by<br />

90,000. The rand remained under<br />

pressure with the resultant impact on the<br />

economy and we believe that until world<br />

markets revive, the overall macro-economic<br />

scenario remains parlous.


The regulatory environment<br />

The regulatory environment remains<br />

challenging as the telecommunications<br />

regulator, ICASA, continues to implement<br />

the Electronic Communications Act. Until all<br />

the new regulations are promulgated, an<br />

element of uncertainty will bedevil all<br />

operators. <strong>Telkom</strong> remains committed to<br />

working with ICASA for the greater good<br />

of the South African telecommunications<br />

industry.<br />

The technological environment<br />

Our fully digital fixed-line network provides<br />

service to every major urban area in South<br />

Africa, giving <strong>Telkom</strong> a competitive edge<br />

over other communications service<br />

providers selling value-added voice and<br />

data services. At the end of March 2009,<br />

99.9% of our telephone access lines were<br />

connected to digital exchanges.<br />

Our national network operations centre<br />

provides our corporate and global<br />

customers with managed data networking<br />

services and our investment in a third<br />

upgrade of the South Atlantic Telecommunications<br />

Cable – 3 West African<br />

submarine cable/South Africa Far East –<br />

has increased fibre optic transmission<br />

capability between South Africa and<br />

international destinations. Our supply<br />

contract for the development of the EASSy<br />

submarine cable system will link eight<br />

countries from Sudan to South Africa.<br />

The acquisition of satellite bandwidth from<br />

Intelsat in the Atlantic and Indian Ocean<br />

regions provides services on eight satellites<br />

<strong>Telkom</strong> Annual Report 2009 17<br />

using three satellite operators – Intelsat,<br />

SES-Newskies and Hellas Sat.<br />

Progress continues with the roll-out of the<br />

Next Generation Network (NGN). The<br />

NGN will give us significant advantages<br />

over mobile operators through increased<br />

ability to carry traffic, provide superior<br />

quality services and compete on price.<br />

Changing market dynamics<br />

To counter the continued decrease in voice<br />

revenues through the shift to mobile<br />

units, we are aggressively expanding our<br />

broadband footprint to offer and host<br />

higher bandwidth applications such as<br />

video services. Our enhanced ADSL<br />

offering enables our customers to access a<br />

host of broadband value-added services.<br />

ADSL subscribers increased by a pleasing<br />

33% over the previous financial year.<br />

Group<br />

overview<br />

Management<br />

review<br />

Sustainability<br />

review<br />

Performance<br />

review<br />

Financial<br />

statements<br />

Company<br />

Financial<br />

Information


18<br />

<strong>Telkom</strong> Annual Report 2009<br />

Chairman’s review (continued)<br />

We<br />

explore<br />

continue to<br />

all avenues that will provide<br />

us with growth<br />

Our strategic direction, the implementation<br />

of <strong>Telkom</strong>’s new structure and the increasing<br />

challenges of the competitive and<br />

regulatory environment are explained more<br />

fully in the Chief Executive Officer’s review.<br />

Management continues to identify<br />

opportunities for growth, particularly in sub-<br />

Saharan Africa.<br />

The Vodacom transaction<br />

The conclusion of the sale of 15% of our<br />

shares in Vodacom to Vodafone and the<br />

unbundling of the remaining 35% to<br />

shareholders after year end allows us to<br />

enter the South African mobile market and<br />

provide fully converged services. <strong>Telkom</strong> is<br />

now a smaller company which allows us to<br />

put more focus on our key growth areas.<br />

The Board<br />

In the year under review, Mark Lamberti<br />

resigned on June 3, 2008 and the PIC<br />

representative, Athol Rhoda, resigned<br />

on July 3, 2008. I would like to thank them<br />

both for their commitment and support.<br />

Brian Molefe replaced Athol Rhoda as the<br />

PIC’s representative.<br />

We were pleased to welcome Peter<br />

Joubert, director of companies, on August<br />

12, 2008, and David Barber, former<br />

Chief Financial Officer of AngloCoal, on<br />

September 1, 2008.<br />

The change in our articles of association<br />

allowed our new Chief Financial Officer,<br />

Peter Nelson, to join the Board on<br />

December 8, 2008.<br />

Detailed curriculum vitae can be viewed on<br />

pages 28 and 29.<br />

Empowerment<br />

While we remain a champion of Broad<br />

Based Black Economic Empowerment<br />

(BBBEE) with excellent performances in<br />

some areas (10 out of 10 for management<br />

control and 19.1 out of 20 for preferential<br />

procurement), our overall BBBEE status is<br />

relatively low – a level 6 contributor at the<br />

last verification. A new BBBEE strategy will<br />

be implemented to rectify this situation. See<br />

page 58.<br />

Confederations Cup and the 2010<br />

Soccer World Cup<br />

A significant accolade for the year under<br />

review was being appointed FIFA’s main<br />

partner for the development of fixed-line<br />

network infrastructures for these major<br />

sports events. Some R118 million was<br />

invested in the necessary equipment and<br />

cabling for the soccer stadia around South<br />

Africa during the year under review. An<br />

additional R832 million is expected to be<br />

spent in the 2010 and 2011 financial<br />

years. FIFA’s president, Sepp Blatter has<br />

been most complimentary about <strong>Telkom</strong>’s<br />

services (see box alongside). A major spinoff<br />

of the project is that all the equipment<br />

used will benefit local and other<br />

communities.<br />

Appreciation<br />

A special note of appreciation must go the<br />

<strong>Telkom</strong> Board members for their tireless<br />

commitment to <strong>Telkom</strong> under demanding<br />

conditions, our employees, and all our<br />

customers.<br />

<strong>Telkom</strong> has remained, through even more<br />

difficult times in our history as one of South<br />

Africa’s leading ICT companies, and the<br />

Board and Executive will continue to<br />

provide value to our shareholders and<br />

service to the country as a strategic<br />

national asset.<br />

Shirley Lue Arnold<br />

Chairman


On target for 2010<br />

<strong>Telkom</strong> Annual Report 2009 19<br />

‘For the first time ever, the FIFA World Cup will kick off on African soil. This is an<br />

exciting, historic moment for Africa, and YOU are the people making it happen. For<br />

me, it will be the realisation of a dream. I have seen what football means to Africa.<br />

With so many talented and outstanding African players, coaches, clubs and national<br />

teams it is fitting that the 2010 FIFA World Cup should find a home on this continent.<br />

I have felt South Africa’s enormous enthusiasm – from the blue-collar worker to the top executive. This country has a phenomenal spirit,<br />

and I am privileged to share in the hope and inspiration that the 2010 FIFA World Cup is bringing to your people. You have shown<br />

the world that South Africa can achieve wonders, and there is no doubt in my mind that you will be ready.<br />

<strong>Telkom</strong> is ideally placed to make this a FIFA World Cup to be remembered. You are making history. Not only is this the first time the<br />

tournament is being hosted in Africa, but it is also the first time the event will be broadcast in high definition. With the huge volume<br />

of voice and data traffic that will be moving through the FIFA event network, your work is critical in facilitating the successful broadcast<br />

of the event.<br />

<strong>Telkom</strong> is on target for meeting the FIFA Confederations Cup 2009 requirements. And the completion of the<br />

network will allow <strong>Telkom</strong> to meet its requirements for 2010. This is how I know <strong>Telkom</strong> can deliver.<br />

Your efforts not only guarantee the smooth running of the games, but also build an infrastructure that will benefit<br />

your country long after we are gone. This is the kind of legacy we hope the 2010 FIFA World Cup will leave<br />

in Africa, and you are delivering an enormous gift, not just to us, but also to your own people.<br />

I have seen what this nation can do – the spirit of Ubuntu that pulls you together. With teamwork you can<br />

achieve anything and <strong>Telkom</strong> is no different. I have every confidence in you, the <strong>Telkom</strong> staff, to make this the<br />

greatest FIFA World Cup we have ever seen’ – Sepp Blatter.<br />

Group<br />

overview<br />

Management<br />

review<br />

Sustainability<br />

review<br />

Performance<br />

review<br />

Financial<br />

statements<br />

Company<br />

Financial<br />

Information


20<br />

<strong>Telkom</strong> Annual Report 2009<br />

Chief Executive Officer’s review<br />

evolve<br />

with the changing trends,<br />

meet the demand<br />

Reuben September<br />

Chief Executive Officer<br />

In South Africa, our on-going<br />

drive to enhance the Next<br />

Generation Network (NGN)<br />

continues to deliver benefits<br />

and gives us a competitive<br />

edge in providing our<br />

customers with a full suite<br />

of converged Information,<br />

Communication and<br />

Technology (ICT) services.<br />

The ICT market is never static,<br />

characterised as it is by fluidity, change<br />

and on-going innovation and those factors<br />

aptly summed up the year under review.<br />

Following the sale of Vodacom at what I<br />

believe was an exceptional price given the<br />

market conditions, and returning substantial<br />

capital to our shareholders, and the sale of<br />

our 75% stake in <strong>Telkom</strong> Media to<br />

Schenzen Media, we are now poised to<br />

compete more aggressively in the<br />

telecommunications market. Our defend<br />

and grow strategies are on track and,<br />

following our restructuring, we are better<br />

placed to manage our resources more<br />

effectively and efficiently.<br />

Our South African operations remain our<br />

core business and cash flow generator and<br />

I am pleased to report that we achieved<br />

good growth in our bundled calling plan<br />

products – <strong>Telkom</strong> Closer and Supreme<br />

Call – and significant growth in our<br />

broadband products. We once again<br />

achieved double digit growth from our<br />

data revenue, up 12.1% to R9.3 billion for<br />

the year.<br />

In Africa, our footprint now covers almost<br />

the entire continent, with the exception of<br />

North Africa, which gives us the<br />

opportunity to extend our services to a very<br />

fast-growing market. We took our holding<br />

in Multi-Links Nigeria up to 100% and,<br />

post the year end, we acquired MWEB<br />

Africa, including AFSAT, from Naspers.<br />

However, on the debit side, our initiatives<br />

in Africa to date have been most<br />

challenging, with high start-up costs,<br />

unknown and competitive markets, highly<br />

volatile currency fluctuations, infrastructure<br />

and technology challenges. But, expensive<br />

as they were, we have learned our lessons<br />

and we are ready to capitalise on the<br />

opportunities going forward.<br />

In South Africa, our on-going drive to<br />

enhance the Next Generation Network<br />

(NGN) continues to deliver significant<br />

benefits and gives us a substantial<br />

competitive edge in providing our<br />

customers with a full suite of converged ICT<br />

services. In particular, given the fact that<br />

we can now enter the mobile market, the<br />

NGN’s leading edge technologies will<br />

enable us to carry increased traffic,<br />

provide superior service and compete on<br />

price in a market where quality and<br />

efficiency is key.<br />

Financial overview<br />

Our operating revenue from continuing<br />

operations grew by 6.9% to R35.9 billion<br />

in the year under review. Operating profit<br />

from continuing operations declined by<br />

29.6% to R6.4 billion and cash generated<br />

from operations before dividends paid fell<br />

by 9.6% to R14.8 billion.<br />

The Group EBITDA margin decreased from<br />

39.3% to 32.5% in the year under review,<br />

mainly because of an EBITDA loss of<br />

R226 million recorded by Multi-Links and<br />

higher fixed-line operating expenditure<br />

which reduced the fixed-line EBITDA<br />

margin to 25.8% as at March 31, 2009<br />

compared to 36.3% as at March 31,<br />

2008. The South African business, however,<br />

performed relatively well, and excluding<br />

the Multi-Links, <strong>Telkom</strong> Media and Africa


Online impairments, the fixed-line EBITDA<br />

margin would have been 32.3%.<br />

We experienced a 45.9% decrease in<br />

headline earnings per share to 557 cents a<br />

share and declared an ordinary dividend of<br />

115 cents per share and a special dividend<br />

of 260 cents per share, a decrease of<br />

43.2% from the ordinary dividend of<br />

660 cents per share declared in the 2008<br />

financial year. The dividend was paid to<br />

shareholders on July 20, 2009.<br />

Total traffic revenue decreased by 3.9% to<br />

R15.3 billion, with local traffic revenue<br />

decreasing 10.8% to R3.6 billion and long<br />

distance revenue decreasing by 9.6% to<br />

R2.0 billion, primarily because of the<br />

continuing fixed to mobile substitution.<br />

The <strong>Telkom</strong> Closer packages performed<br />

well, growing by 27.6% to 575,812 plans<br />

and Supreme call packages, targeted at<br />

the business segment, grew by 14.4% to<br />

14,778 packages. Our PC bundles showed<br />

a 48.3% growth to 11,336 packages and<br />

we continued successfully to tie in large<br />

corporate customers to term and volume<br />

discount plans.<br />

Annuity revenue streams, excluding line<br />

installations, reconnection fees and customer<br />

premises equipment sales, grew by 6.8%<br />

to R7.4 billion and we will seek to continue<br />

to convert revenue streams to annuity<br />

revenues, largely through bundling call<br />

minutes with access line rental in attractive<br />

subscription-based value propositions. Our<br />

current line penetration of bundled products<br />

is 41.7%. By 2013/14, we are targeting<br />

a penetration of 56%.<br />

Broadband and converged services<br />

performed very well with a 33% growth in<br />

ADSL subscribers to 548,015. There was<br />

a 58.1% increase in Do Broadband<br />

subscribers to 188,540. Internet all-access<br />

subscribers grew to 423,196, an increase<br />

of 18.2%.<br />

In line with our strategy of growing our data<br />

business, data revenues (including broadband)<br />

increased a very pleasing 12.1% to<br />

R9.3 billion. Data connectivity revenue<br />

increased to R5.0 billion, up 10.9% and<br />

internet access revenues increased by 29.6%<br />

to R1.5 billion. Our managed network<br />

services and VPN revenues were up by<br />

22.3% to R891 million. We intend to continue<br />

to exploit the competitive edge our high-quality<br />

network gives us in the corporate data market.<br />

Cost management is a key element in<br />

creating shareholder value, particularly as<br />

competition continues to erode our revenue<br />

base. As a result of the vicious inflationary<br />

environment; expenses incurred by the<br />

Vodacom transaction; an R85 million<br />

impairment of Africa Online; the R254 million<br />

impairment of <strong>Telkom</strong> Media and the<br />

R1.8 billion impairment of Multi-Links, our<br />

fixed-line operating expenses rose by<br />

19.6% to R29.8 billion.<br />

Employee expenses rose to R8 billion, an<br />

increase of 8.1%; selling, general and<br />

administrative expenses were up 68.8% to<br />

R6.6 billion; service fees rose 14.4% to<br />

R2.8 billion and payments to other<br />

operators increased 9.2% to R7.5 billion,<br />

with operating leases decreasing by 1% to<br />

R613 million. Depreciation, amortisation,<br />

impairment and write-offs increased by<br />

16.8% to R4.4 billion. Headline earnings<br />

from continuing operations decreased<br />

45.9% to 557 cents per share for the year<br />

ended March 31, 2009. The reduced<br />

earnings can be attributed to the significant<br />

impairments contained in operating<br />

expenses and negative foreign exchange<br />

and fair value movements of R1.1 billion<br />

resulting from the depreciation of the rand<br />

and the naira against the US dollar.<br />

Strategic overview<br />

Our core strategy is to defend and grow<br />

profitable revenue, while managing costs.<br />

We will aim to differentiate ourselves from<br />

competitors by moving from a provider of<br />

basic voice and data connectivity to<br />

become Africa’s preferred information,<br />

communications and technology service<br />

provider offering fully converged voice,<br />

data, video and information technology<br />

services.<br />

<strong>Telkom</strong> Annual Report 2009 21<br />

Defend profitable revenue<br />

Our key objectives are to improve our<br />

competitiveness in areas where competition<br />

is expected to intensify by use of tariff<br />

rebalancing, building customer retention,<br />

building customer loyalty and converting<br />

revenue streams to annuity revenue.<br />

Pricing is a key element and our tariff<br />

rebalancing will focus mainly on the<br />

relationship between the actual costs and<br />

tariffs of line rentals and traffic so we can<br />

compete in a liberalised communications<br />

market. We aim to protect our margins and<br />

increase the per second billing benefits as<br />

part of our bundled packages.<br />

• Differentiating retail list prices from<br />

value-based offerings.<br />

Our quest is to convert customers from<br />

usage-based products to adopting<br />

calling plans and bundles.<br />

• Value-based calling packages and<br />

bundles.<br />

Our intention is to deliver value to our<br />

customers and thus improve retention<br />

and loyalty. We will bundle call minutes<br />

with access line rental in an attractive<br />

subscription-based value proposition to<br />

deliver greater value to our customers.<br />

• Converting revenue to annuity-based<br />

revenue.<br />

This will help us offset declining usagebased<br />

revenue and boost annuity<br />

revenue.<br />

• Rebalancing prices of data services.<br />

We will pass on the benefits of<br />

increased network efficiencies to<br />

customers so we can defend our market<br />

share and revenue.<br />

• Differentiated attributes of our offerings.<br />

We will emphasise the offerings that<br />

customers value so that we can<br />

compete on more than just price.<br />

Build customer retention<br />

We will continue to launch initiatives to<br />

attract customers to stay with us and focus on<br />

customer centricity through implementing<br />

value and needs-based customer<br />

Group<br />

overview<br />

Management<br />

review<br />

Sustainability<br />

review<br />

Performance<br />

review<br />

Financial<br />

statements<br />

Company<br />

Financial<br />

Information


22<br />

<strong>Telkom</strong> Annual Report 2009<br />

Chief Executive Officer’s review (continued)<br />

segmentation. Additionally, we will concentrate<br />

on fostering long-term relationships with<br />

enterprise and wholesale customers through<br />

volume and term agreements.<br />

Build customer loyalty<br />

We will continue to position <strong>Telkom</strong> as the<br />

service provider of choice through superior<br />

value propositions and constant product and<br />

service innovations. We will also upgrade<br />

our customer communication programme.<br />

Grow profitable revenue through<br />

broadband and converged services<br />

Profitable revenue growth in our broadband<br />

and converged services area will be driven<br />

by continuing to increase converged services<br />

revenue; pursuing partnerships with content<br />

providers to enhance our products;<br />

aggressively seeking to improve our market<br />

share in the information technology services<br />

sector and improving our innovation<br />

capabilities.<br />

We are in no doubt that the next<br />

battleground of the convergence between<br />

telecommunications and IT will be in the<br />

data management environment. We have<br />

one of the finest National Network<br />

Operating Centres in the world and we<br />

will use it to provide our customers with<br />

cost-effective solutions that support their<br />

total ICT needs. We expect to stimulate the<br />

use of bandwidth over our network through<br />

our data centre business.<br />

Several products, including Metro LAN,<br />

have been introduced to strengthen our<br />

data communications service capabilities<br />

and improve our integrated communications<br />

service offerings in response to increased<br />

demand for higher bandwidth in the<br />

corporate and global segment.<br />

Grow profitable revenue through<br />

wireless voice and mobile data services<br />

By providing customers with an integrated<br />

bundled offering with superior speeds and<br />

quality through our fixed-line network,<br />

combined with mobility when required, we<br />

can grow profitable revenue.<br />

This we can do by transforming our fixedline<br />

business to incorporate services such<br />

as mobile converged voice services and<br />

by building a wireless voice and mobile<br />

data network in areas that use less<br />

vulnerable access technologies, which will<br />

reduce the theft of copper cables and<br />

improve service levels. We will also enter<br />

into, among other things, a roaming<br />

agreement in the areas where we choose<br />

not to build our own network.<br />

To implement this strategy we have<br />

obtained access to the 1800MHz and<br />

2100MHz spectrum bands to utilise 2G<br />

and 3G technologies in pursuit of our voice<br />

and mobile data services. By focusing on<br />

higher value customer segments and<br />

technologies that enable roaming across<br />

networks that use different mobile<br />

technologies, we can offer wireless access<br />

to, amongst others, campuses, gated<br />

communities and security complexes and<br />

provide mobile data services and<br />

fixed/nomadic voice services.<br />

Our move to offering a fully fledged mobile<br />

service depends on the outcome of a<br />

market research programme and a roaming<br />

agreement we are currently negotiating with<br />

the South African mobile operators. At this<br />

stage, we will not commit to any capital<br />

expenditure before completion of the<br />

comprehensive market study.<br />

Grow profitable revenue internationally<br />

<strong>Telkom</strong> aims to increase revenue and longterm<br />

profitability from our African<br />

subsidiaries we have acquired and from<br />

the international services we provide. We<br />

will become a Pan-African integrated<br />

service provider that offers international<br />

communications and internet connectivity,<br />

hosting and managed data services and<br />

wireless voice and mobile broadband<br />

solutions. We have the opportunity to<br />

leverage synergies from <strong>Telkom</strong> South<br />

Africa into our Africa subsidiaries,<br />

capitalise on strategic partnerships, for<br />

example, with AT&T, and advance data<br />

services into a growing market in Africa.<br />

Executing our strategy<br />

We will execute our strategy through the<br />

<strong>Telkom</strong> Renaissance initiative which has<br />

been initiated with the objective of<br />

transforming us into a leading Pan-African<br />

communications company. Delivering on<br />

this requires a compelling and focused<br />

transformation programme. This programme<br />

consists of various initiatives including<br />

defending our market share, seeking new<br />

revenue and businesses, implementing a<br />

structure that enables clear profit and loss<br />

accountability, as well as ensuring that our<br />

business processes and work practices<br />

deliver upon our strategic intent.<br />

This is aimed at achieving certain key<br />

financial targets, such as improving our<br />

EBITDA by increasing the return on our<br />

assets, making effective capital<br />

expenditure investments, as well as<br />

improving our cash flow. We intend to do<br />

this by significantly improving revenue<br />

through our strategic initiatives, capturing<br />

operating expenditure efficiencies,<br />

focusing on expenditure in areas where we<br />

can increase our return on assets and<br />

critically challenging capital expenditure<br />

planned for the next few years.<br />

We embarked on the initiative towards the<br />

end of the year under review and our<br />

inspirational objective is creating a new<br />

<strong>Telkom</strong>. It is a bold, new journey for the<br />

Group and its scope and importance is<br />

such that it will roll out over two years. It is<br />

a phased and planned programme that<br />

will transform our Group’s culture and the<br />

way we do business. It will ensure full profit<br />

and loss accountability throughout the<br />

organisation and will enable us to focus on<br />

efficient resource management and cost<br />

containment. Our financial objective is a<br />

10% reduction in operating expenses by<br />

the financial year ending 2011/2012.<br />

Currently we are conducting a Group-wide<br />

survey to analyse our current culture and<br />

give employees the opportunity to provide<br />

their views on what our culture should look<br />

like. I believe that this is essential if we are<br />

to have a firm foundation on which to build<br />

the remainder of the process.<br />

Underpinning the programme is the four<br />

‘Rs” strategy:


• Remodelling – reaching for new revenue<br />

streams in current and new markets.<br />

• Reorganising – fashioning a structure<br />

that enables clear profit and loss<br />

accountability and focus in a<br />

performance-oriented environment.<br />

• Revitalisation – renewing the entire<br />

Group and reinforcing a positive ‘make<br />

it happen’ attitude among all our<br />

people.<br />

• Re-engineering – ensuring that our<br />

business processes, allocation of<br />

resources and work practices deliver on<br />

our strategic intent.<br />

We are re-building the organisation into a<br />

world class team.<br />

Multi-Links<br />

As mentioned earlier in my report, we<br />

acquired the remaining 25% of Multi-Links<br />

in January 2009 for US$130 million. The<br />

company did not perform well in the last<br />

financial year with a net loss for the period<br />

ending March 31, 2009 of R1.76 billion.<br />

We acknowledge that we under-estimated<br />

the competitiveness of the Nigerian market<br />

and failed to execute on the building and<br />

management of our distribution channels.<br />

Turning Multi-Links’ performance around is<br />

our number one priority, given the extent of<br />

our investment and the enormous<br />

opportunity the Nigerian market provides.<br />

US$100 million has been budgeted for the<br />

2009/10 financial year for the completion<br />

of an additional 1,645 km build and<br />

584 km swop of optic fibre cable for the<br />

DWDM/SDH network. It is anticipated that<br />

the network will connect 80 DWDM/SDH<br />

sites, covering all major cities in Nigeria,<br />

providing us with additional bandwidth<br />

connectivity for voice and data customers.<br />

In addition, 227 cell towers are to be<br />

erected and another 300 commissioned on<br />

third party leased tower infrastructure during<br />

the year. Seven new customer service<br />

centres are planned to facilitate and support<br />

the network growth.<br />

We expect Multi-Links to be EBITDA<br />

positive in 2010/11 and to be cash flow<br />

positive by 2011/12.<br />

MWEB Africa<br />

Our geographic expansion strategy is<br />

geared to establishing us as a regional<br />

voice and data player via a range of<br />

hosting services, managed solutions, and<br />

mobile voice and wireless broadband<br />

services. To this end, in addition to Multi-<br />

Links, we purchased MWEB Africa and<br />

75% of MWEB Namibia for approximately<br />

R498 million. As of March 31, 2009,<br />

MWEB Africa had a customer base of<br />

20,175 with operations in Nigeria, Kenya,<br />

Tanzania, Uganda, Namibia and<br />

Zimbabwe and an agency arrangement in<br />

Botswana. This acquisition, together with our<br />

investment in Africa Online, gives us the<br />

ideal opportunity to service multi-national<br />

and corporate customers across Africa,<br />

particularly in the data products field, which<br />

we believe will deliver enormous future<br />

growth. The memorandum of understanding<br />

signed with AT&T will further enhance our<br />

ability to service multi-national and corporate<br />

customers throughout the continent.<br />

Prospects<br />

<strong>Telkom</strong>’s strategy is designed to deliver<br />

sustainable, profitable growth going<br />

forward and is benchmarked against<br />

global best practice. The creation of<br />

shareholder value is the underlying driver of<br />

every decision made. <strong>Telkom</strong>’s Board of<br />

directors and management team believes<br />

that the share price has not been reflecting<br />

the underlying value of the fixed-line<br />

business and they are committed to<br />

rectifying this.<br />

Over the next few years, we will be<br />

focusing on transforming the business to<br />

deal with competition; concentrating on<br />

delivering innovative products and services<br />

to our customers; expanding our network<br />

and bedding down our growth drivers.<br />

We expect that over the next three years,<br />

competition will continue to constrain<br />

revenue growth and, in a transforming<br />

industry like ours, targets are inherently<br />

risky, particularly in the later years, and<br />

investors should not place undue reliance<br />

on such targets. Increased revenues from<br />

our data, broadband and converged<br />

business and our recently acquired<br />

subsidiaries are projected to mitigate the<br />

impact of increased competition.<br />

<strong>Telkom</strong> Annual Report 2009 23<br />

The ordinary dividend of 115 cents per<br />

share declared for the 2009 financial year<br />

provides the new targeted base established<br />

by the Board for the determination of future<br />

dividends for <strong>Telkom</strong> as a stand-alone entity.<br />

The level of dividend payments going<br />

forward will be based on a number of<br />

factors, including the consideration of the<br />

financial results, capital and operating<br />

expenditure requirements, the Group's<br />

debt level, interest coverage, internal cash<br />

flows, prospects and available growth<br />

opportunities.<br />

Appreciation<br />

As ever, on behalf of the Executive<br />

Committee, I extend my sincere gratitude to<br />

the <strong>Telkom</strong> Board of directors for the<br />

guidance and insights its members have<br />

provided. I must also thank the executive<br />

team and all our employees for their<br />

dedication and commitment in executing<br />

our defend and grow strategies. Thanks<br />

also to our customers for their continued<br />

and valued support.<br />

Conclusion<br />

In summing up the year I am reminded of<br />

something one of our call centre operators in<br />

Cape Town said about her job: ”You have<br />

to take the good with the bad and, overall,<br />

the good outweighs the bad.” And that was<br />

the year under review. Tremendous pressures<br />

on all <strong>front</strong>s; a lot of angst around the<br />

Vodacom deal – externally and internally –<br />

the on-going fight against the cable thieves,<br />

etc. But then we had the restructuring of the<br />

business, a force for good, and the<br />

opportunity, via our appointment by FIFA, to<br />

design and provision the infrastructure for the<br />

Confederations Cup and 2010 Soccer<br />

World Cup stadia, to show the world just<br />

how good we are. The fact that our diverse<br />

customer base includes the majority of the<br />

country’s large corporates also contributed to<br />

the ‘good’ part of the year.<br />

<strong>Telkom</strong> is now poised to maximise value for<br />

all our shareholders.<br />

Reuben September<br />

Chief Executive Officer<br />

Group<br />

overview<br />

Management<br />

review<br />

Sustainability<br />

review<br />

Performance<br />

review<br />

Financial<br />

statements<br />

Company<br />

Financial<br />

Information


24<br />

<strong>Telkom</strong> Annual Report 2009<br />

Chief Financial Officer’s review<br />

The roll-out of our mobile network is<br />

expected to enable us to provide<br />

connectivity<br />

cost-effectively<br />

Peter Nelson<br />

Chief Financial Officer<br />

It is my pleasure to present <strong>Telkom</strong>’s<br />

financial review for the year ended<br />

March 31, 2009. It has been a challenging<br />

year and despite difficult economic<br />

conditions, <strong>Telkom</strong> managed to deliver<br />

value to shareholders by declaring a<br />

special dividend of R19 per share upon<br />

conclusion of the Vodacom transaction<br />

after year end and declaring an ordinary<br />

dividend of R1.15 per share and special<br />

dividend of R2.60 per share in June 2009.<br />

Faced with competition eroding our<br />

revenue base, cost management continues<br />

to be a key element in creating shareholder<br />

value. Combined with the inflationary<br />

environment affecting our operating<br />

expenses, a number of once-off items<br />

impacted Group earnings including:<br />

• R691 million cost relating to the<br />

Vodacom BEE deal;<br />

• R462 million impairment of Multi-Links;<br />

• R409 million fair value loss on the<br />

acquisition of the additional 25% in<br />

Multi-Links;<br />

• R204 million foreign exchange loss on<br />

the acquisition of Gateway by<br />

Vodacom;<br />

• R177 million expenses relating to the<br />

Vodacom transaction;<br />

• R39 million impairment of Africa<br />

Online; and<br />

• R454 million deferred tax credit on the<br />

Vodacom transaction.<br />

In addition, Multi-Links reported a<br />

R1.76 billion loss before eliminations<br />

during the 2009 financial year. Turning<br />

around Multi-Links’s performance is vital to<br />

<strong>Telkom</strong> given the extent of the Group’s<br />

investment and the enormous opportunity<br />

the Nigerian market provides.<br />

The roll-out of our mobile network is<br />

expected to enable us to provide<br />

connectivity in a more cost effective<br />

manner in rural and high cable theft areas.<br />

Next Generation Network and mobile<br />

technology also allows us to replace<br />

expensive to maintain legacy equipment.<br />

We continue with the renegotiation of all<br />

supplier contracts and constructive<br />

engagement with labour unions. We are<br />

reviewing our IT investment strategy in<br />

order to ensure optimum levels of spend in<br />

line with our strategy and network<br />

investment. Inventories and capital work-inprogress<br />

are receiving considerable<br />

attention as we seek to lower just-in-time<br />

levels of investment and to monetise any<br />

excessive levels of assets.<br />

<strong>Telkom</strong> is targeting an operating cost<br />

reduction of 10% over the following three<br />

financial years. The <strong>Telkom</strong> Board is<br />

focusing on improving the cost efficiency<br />

and free cash flow profile of the Company.<br />

It has reduced the initial five year capital<br />

expenditure budget by 40% to R34 billion<br />

and is targeting lower levels of inventory.<br />

The <strong>Telkom</strong> Group added Multi-Links as a<br />

new segment to its financial reporting for<br />

the 2009 financial year. As a result, the<br />

<strong>Telkom</strong> Group’s four reporting segments for<br />

the 2009 financial year are fixed-line,<br />

Multi-Links, mobile and other. The other<br />

segment includes <strong>Telkom</strong>’s Trudon, formerly<br />

known as TDS Directory Operations, and<br />

Africa Online, subsidiaries. The information


in this annual report has been updated to<br />

reflect the above changes to <strong>Telkom</strong>’s<br />

reporting segments. <strong>Telkom</strong> currently<br />

expects its <strong>Telkom</strong> SA, <strong>Telkom</strong> International<br />

and <strong>Telkom</strong> Data Centre businesses will<br />

constitute distinct reporting segments in the<br />

2010 financial year due to the<br />

implementation of its new organisational<br />

structure, which became effective as of<br />

April 1, 2009.<br />

<strong>Telkom</strong> concluded the disposal and sale of<br />

Vodacom, its mobile segment that provided<br />

mobile services through its 50% joint venture<br />

interest in Vodacom, effective as of April<br />

20, 2009. In addition, <strong>Telkom</strong>’s Board of<br />

directors has decided to dispose of<br />

Swiftnet, a wholly owned subsidiary that<br />

provides wireless data services, and<br />

determined to abandon its <strong>Telkom</strong> Media<br />

subsidiary. The <strong>Telkom</strong> Group’s<br />

consolidated financial statements and<br />

information included herein reflects the<br />

restatement to <strong>Telkom</strong>’s consolidated<br />

financial statements in prior years as a result<br />

of these events to disclose the effect of<br />

discontinued operations and the disposal of<br />

the subsidiaries held for sale as follows:<br />

• Income statement data for all the<br />

periods have been restated to reflect our<br />

50% share of Vodacom’s results, our<br />

100% share of Swiftnet’s results and our<br />

75% share of <strong>Telkom</strong> Media’s results as<br />

discontinued operations in accordance<br />

with IFRS5; and<br />

• Balance sheet data for only the year<br />

ended March 31, 2009 reflects our<br />

50% share of Vodacom’s results and our<br />

100% share of Swiftnet’s results as<br />

discontinued operations in accordance<br />

with IFRS5.<br />

The discussion of the business below has<br />

been revised from previous years to reflect<br />

the changes to <strong>Telkom</strong>’s segments and its<br />

discontinued operations.<br />

Group operating revenue<br />

Group operating revenue increased by<br />

6.9% to R35,940 million (March 31,<br />

2008: R33,611 million) in the year ended<br />

March 31, 2009. Fixed-line operating<br />

revenue, before inter-segmental eliminations,<br />

increased by 3.3% to R33,659 million due<br />

to growth in data revenues, higher revenue<br />

from interconnection and subscriptionbased<br />

calling plans, partially offset by<br />

lower traffic revenue. Multi-Links’s operating<br />

revenue increased 124.9% due to a<br />

209.3% growth in its subscriber base.<br />

<strong>Telkom</strong>’s defend and growth strategies are<br />

on track. We have achieved good growth<br />

in our bundled calling plan products,<br />

<strong>Telkom</strong> Closer and Supreme Call, and<br />

strong growth in our broadband products.<br />

Data revenue continues to achieve double<br />

digit growth, delivering a 12.1% revenue<br />

growth to R9,310 million for the year<br />

ended March 31, 2009.<br />

Group operating expenses<br />

Group operating expenses increased by<br />

19.5% to R29,895 million (March 31,<br />

2008: R25,014 million) in the year ended<br />

March 31, 2009, due to a 19.6%<br />

increase in operating expenses in the fixedline<br />

segment to R29,849 million (before<br />

inter-segmental eliminations) and a<br />

157.1% increase in operating expenses in<br />

Multi-Links to R2,422 million (before intersegmental<br />

eliminations). Fixed-line operating<br />

expenses increased due to increased selling,<br />

general and administrative expenses,<br />

payments to other network operators,<br />

depreciation, amortisation, impairment and<br />

write-offs, employee expenses and service<br />

fees. The increase in Multi-Links’s operating<br />

expenses was primarily due to increased<br />

cost of sales and associated subsidies as a<br />

result of increased sales volumes,<br />

increased advertising and promotional<br />

expenditure and an increase in expatriate<br />

fees as a result of an increase in staff<br />

seconded from <strong>Telkom</strong> during the year.<br />

Investment income<br />

Investment income consists of interest<br />

received on short-term investments and<br />

bank accounts. Investment income<br />

increased by 7.7% to R181 million<br />

(March 31, 2008: R168 million), largely<br />

as a result of increased short-term deposits<br />

and interest rates.<br />

<strong>Telkom</strong> Annual Report 2009 25<br />

Finance charges and fair value<br />

movements<br />

Finance charges include interest paid on<br />

local and foreign borrowings, amortised<br />

discounts on bonds and commercial paper<br />

bills, fair value gains and losses on<br />

financial instruments and foreign exchange<br />

gains and losses on foreign currency<br />

denominated transactions and balances.<br />

Finance charges and fair value movements<br />

increased by 82.7% to R2,843 million<br />

(March 31, 2008: R1,556 million) in the<br />

year ended March 31, 2009, primarily<br />

due to a 12.2% increase in interest<br />

expense to R1,732 million (March 31,<br />

2008: R1,543 million) mainly as a result<br />

of the 38.7% increase in the Group’s net<br />

debt to R23,047 million (March 31,<br />

2008: R16,617 million). In addition to the<br />

increase in the interest expense, net fair<br />

value and foreign exchange rate<br />

movements resulted in a loss of<br />

R1,111 million for the year ended<br />

March 31, 2009 (March 31, 2008:<br />

R13 million). The increase in the loss was<br />

mainly attributable to foreign exchange<br />

losses incurred by Multi-Links on foreign<br />

denominated loans and creditors’ balances<br />

as a result of the devaluation of the Naira<br />

as well as the mark to market valuation of<br />

the Multi-Links put option.<br />

Taxation<br />

Consolidated taxation expense from<br />

continuing operations decreased by<br />

37.3% to R1,660 million (March 31,<br />

2008: R2,647 million) in the year ended<br />

March 31, 2009. The consolidated<br />

effective taxation rate for the year ended<br />

March 31, 2009 was 44.6% (March 31,<br />

2008: 34.5%). <strong>Telkom</strong> company’s effective<br />

taxation rate was 8.9% (March 31, 2008:<br />

24.6%). The lower effective taxation rate<br />

for <strong>Telkom</strong> Company in the year ended<br />

March 31, 2009 was mainly due to the<br />

deferred taxation asset that was raised on<br />

the capital gains tax base cost of the 15%<br />

investment in Vodacom which is held for<br />

sale that will be utilised in the future capital<br />

gains tax liability of the sale transaction,<br />

partially offset by the R1,843 million<br />

Group<br />

overview<br />

Management<br />

review<br />

Sustainability<br />

review<br />

Performance<br />

review<br />

Financial<br />

statements<br />

Company<br />

Financial<br />

Information


26<br />

<strong>Telkom</strong> Annual Report 2009<br />

Chief Financial Officer’s review (continued)<br />

impairment of the Multi-Links investment, a<br />

R254 million impairment of the <strong>Telkom</strong><br />

Media loan and R85 million impairment of<br />

the Africa Online investment at company<br />

level.<br />

Profit for the year and earnings per<br />

share<br />

Profit attributable to the equity holders of<br />

<strong>Telkom</strong> decreased by 47.7% to<br />

R4,170 million (March 31, 2008:<br />

R7,975 million) in the year ended<br />

March 31, 2009. A major contributor to<br />

the decrease was the net loss of<br />

R1.76 billion reported by Multi-Links.<br />

Group basic earnings per share from<br />

continuing operations decreased 57.7% to<br />

407.4 cents per share (March 31, 2008:<br />

963.7 cents) and Group headline<br />

earnings per share from continuing<br />

operations decreased by 45.9% to<br />

557.0 cents per share (March 31, 2008:<br />

1,028.9 cents).<br />

Group balance sheet<br />

Net debt, after financial assets and<br />

liabilities, including discontinued<br />

operations, increased by 38.7% to<br />

R23,047 million (March 31, 2008:<br />

R16,617 million) resulting in a net debt to<br />

EBITDA ratio of 1.2 times from 0.8 times at<br />

March 31, 2008. On March 31, 2009,<br />

the Group had cash balances of<br />

R1,931 million (March 31, 2008:<br />

R1,134 million). Net debt, after financial<br />

assets and liabilities of continuing<br />

operations, was R15,497 million with a<br />

net debt to EBITDA ratio of 1.3 times.<br />

<strong>Telkom</strong> Company issued new local bonds,<br />

the TL12 and TL15 with a nominal value of<br />

R1,060 million and R1,160 million,<br />

respectively as well as syndicated loans<br />

with a nominal value of R4,100 million<br />

during the year ended March 31, 2009.<br />

The Company issued commercial paper bills<br />

with a nominal value of R11,025 million for<br />

the year ended March 31, 2009 of which<br />

commercial paper bills with a nominal value<br />

of R9,849 million were repaid by<br />

March 31, 2009.<br />

Group cash flow<br />

Cash flows from operating activities<br />

increased by 7.8% to R11,432 million<br />

(March 31, 2008: R10,603 million),<br />

primarily due to a lower dividend paid in<br />

respect of the 2008 financial year and<br />

lower taxation payments partially offset by<br />

higher finance charges. Cash flows utilised<br />

in investing activities increased by 20.6%<br />

to R17,005 million (March 31, 2008:<br />

R14,106 million), primarily due to higher<br />

capital expenditure in the Multi-Links and<br />

mobile segments and the acquisition of<br />

Gateway by Vodacom. Cash flows from<br />

financing activities includes loans raised of<br />

R18,168 million, partially offset by loans<br />

repaid of R10,212 million.<br />

Group capital expenditure<br />

Group capital expenditure, which includes<br />

spend on intangible assets, increased by<br />

11.2% to R13,234 million (March 31,<br />

2008: R11,900 million) and represents<br />

36.8% of Group revenue (March 31,<br />

2008: 35.4%).<br />

Fixed-line capital expenditure, which<br />

includes spending on intangible assets,<br />

decreased by 1.5% to R6,690 million<br />

(March 31, 2008: R6,794 million) and<br />

represents 19.9% of fixed-line revenue<br />

(March 31, 2008: 20.9%). Baseline<br />

capital expenditure of R3,343 million<br />

(March 31, 2008: R4,039 million) was<br />

largely for the deployment of technologies<br />

to support the growing data services<br />

business (including the ADSL footprint), links<br />

to the mobile cellular operators and<br />

expenditure for access line deployment in<br />

selected high growth commercial and<br />

residential areas. The continued focus on<br />

rehabilitating the access network and<br />

increasing the efficiencies and reducing<br />

redundancies in the transport network as<br />

well as the initiation of the fixed-wireless<br />

roll-out contributed to the network evolution<br />

and sustainment capital expenditure of<br />

R1,488 million (March 31, 2008:<br />

R1,369 million).<br />

<strong>Telkom</strong> continues to focus on its operations<br />

support system investment with current<br />

emphasis on workforce management,<br />

provisioning and fulfilment, assurance and<br />

customer care, hardware technology<br />

upgrades on the billing platform and<br />

performance and service management and<br />

property optimisation. During the year<br />

ended March 31, 2009, R603 million<br />

(March 31, 2008: R841 million) was spent<br />

on the implementation of several systems.<br />

Multi-Links’s capital expenditure, which<br />

includes spending on intangible assets,<br />

increased by 112.7% to R2,791 million<br />

(March 31, 2008: R1,312 million) and<br />

represents 146.9% of Multi-Links’s revenue<br />

(March 31, 2008: 155.3%) and was due<br />

to the continued investment to improve<br />

geographic coverage and increase<br />

capacity for both the voice and data<br />

networks.<br />

Mobile capital expenditure, which includes<br />

spending on intangible assets, increased<br />

by 3.2% to R3,569 million (March 31,<br />

2008: R3,460 million) and represents<br />

12.9% of mobile revenue (March 31,<br />

2008: 14.4%) and was due to the<br />

continued investment to improve geographic<br />

coverage and increase capacity for both the<br />

voice and data networks.<br />

Other capital expenditure consists of<br />

additions to property, plant and equipment<br />

and intangible assets for our subsidiaries<br />

Trudon (Pty) Ltd, formerly known as TDS<br />

Directory Operations, Swiftnet (Pty) Ltd,<br />

Africa Online Ltd and <strong>Telkom</strong> Media (Pty)<br />

Ltd. Other capital expenditure decreased to<br />

R184 million (March 31, 2008:<br />

R334 million) and represents 13.8% of<br />

other revenue (March 31, 2008: 29.1%).<br />

Prospects<br />

<strong>Telkom</strong>’s strategy is designed to deliver<br />

sustainable, profitable growth going<br />

forward and is benchmarked against<br />

global best practice. The creation of<br />

sustainable shareholder value is the<br />

underlying driver of every decision made.<br />

<strong>Telkom</strong>’s Board of directors and<br />

management team believe in the cost<br />

efficiencies and cash flows of the fixed-line<br />

business and are committed to addressing<br />

this while we invest for growth in new<br />

areas of business.


Capital expenditure for the Group is<br />

expected to range between 20% and 23%<br />

of revenue over the next financial year.<br />

In the long term the targeted net debt to<br />

EBITDA ratio is expected to be below<br />

1.4 times. However, in the shorter term,<br />

debt levels will be considerably lower<br />

given the retention in part of the proceeds<br />

from the sale of 15% of Vodacom.<br />

Targets in a transforming industry such as<br />

ours are inherently risky, particularly in later<br />

years and investors should not place undue<br />

reliance on such targets. Our ability to meet<br />

such targets is subject to a number of risks<br />

and uncertainties and there could be no<br />

assurance that we could meet such targets.<br />

The level of dividend going forward will be<br />

based on a number of factors including the<br />

consideration of the financial results,<br />

available growth opportunities, capital and<br />

operational requirements, the Group’s debt<br />

level, interest coverage, internal cash<br />

flows, prospects and available growth<br />

opportunities.<br />

New York Stock Exchange Listing<br />

Given the current global economic climate<br />

and the business imperative for <strong>Telkom</strong> to<br />

reduce its cost base, the Board has<br />

decided to delist from the New York Stock<br />

Exchange. Maintaining a listing in the<br />

United States is expensive and takes<br />

considerable management time. The<br />

methodology employed and discipline<br />

gained from compliance with the<br />

Sarbanes-Oxley reporting requirements will<br />

be retained, where appropriate, to ensure<br />

strict corporate governance compliance<br />

and transparent financial reporting.<br />

<strong>Telkom</strong> is comfortable that the JSE provides<br />

sufficient access to capital from both South<br />

<strong>Telkom</strong> Annual Report 2009 27<br />

African and global investors. <strong>Telkom</strong><br />

intends to maintain a level 1 American<br />

Depositary Receipt programme to facilitate<br />

over-the-counter trading in the United States<br />

of America.<br />

Conclusion<br />

With a year of unprecedented global<br />

financial conditions behind us, I certainly<br />

look forward to the challenges of the year<br />

ahead. The management team is committed<br />

to turning the performance of Multi-Links<br />

around, reducing operating and capital<br />

expenditures and continuing to deliver value<br />

to our shareholders. I remain confident in<br />

our ability to meet these challenges.<br />

Peter Nelson<br />

Chief Financial Officer<br />

Group<br />

overview<br />

Management<br />

review<br />

Sustainability<br />

review<br />

Performance<br />

review<br />

Financial<br />

statements<br />

Company<br />

Financial<br />

Information


28<br />

<strong>Telkom</strong> Annual Report 2009<br />

Board of directors<br />

SIBUSISO LUTHULI<br />

Independent<br />

Mr Luthuli, managing director of Ithala<br />

Limited since 2004, was appointed to<br />

the <strong>Telkom</strong> Board in July 2005.<br />

A qualified chartered accountant (CA),<br />

Mr Luthuli holds a BComm degree and<br />

a post graduate diploma in<br />

accountancy. He is non-executive<br />

Chairman of Cipla Medro SA and a<br />

member of the KwaZulu-Natal<br />

Provincial Government audit<br />

committee.<br />

SHIRLEY LUE <strong>AR</strong>NOLD<br />

Chairman<br />

Shirley Lue Arnold was appointed Chairman and non-executive director<br />

on November 1, 2006. Holder of a BA degree and a Certificate in<br />

Education, Ms Arnold is a former non-executive director of Peermont Global<br />

Limited and Ernst & Young South Africa. Currently she is a member of the<br />

Chairpersons Forum, Gordon Institute of Business, the Independent Directors’<br />

Initiative and the Institute of Directors in South Africa. She is a trustee of the<br />

Thutuka Bursary Fund (SAICA) and the Maths Centre and is a patron of the<br />

Student Sponsorship Programme.<br />

REUBEN SEPTEMBER<br />

Chief Executive Officer<br />

With 32 years’ experience in the IT and telecommunications industry, Reuben<br />

September was appointed acting Chief Executive Officer in April 2007;<br />

appointed to the Board in May 2007 and appointed CEO of <strong>Telkom</strong> in<br />

November 2007. He has worked in various engineering and commercial<br />

positions at <strong>Telkom</strong> since 1977, including Managing Executive of Technology<br />

and Network Services; Chief Technical Officer and Chief Operating Officer<br />

and also served as a director of Vodacom. Mr September has a BSc in<br />

electrical and electronic engineering from the University of Cape Town and is a<br />

member of the Professional Institute of Engineers of South Africa (ECSA).<br />

Government, independent and PIC representatives<br />

PETER NELSON<br />

Chief Financial Officer<br />

Peter Nelson, BComm, BAcc (Honours), CA,<br />

was appointed to the Board on December 8,<br />

2008. Previously he was the Chief Financial<br />

Officer of Netcare. Mr Nelson has also<br />

served at board level for a number of major<br />

corporations for the past 20 years, including<br />

BMW, Mondi Paper and Pretoria Portland<br />

Cement.<br />

BRAHM DU PLESSIS<br />

Independent<br />

Brahm du Plessis was appointed to the Board in<br />

December 2004. A practising advocate at the<br />

Johannesburg Bar since 1987, Advocate Du Plessis,<br />

who holds BA and LLB degrees from the University of<br />

Stellenbosch and an LLM degree from the University<br />

of London, is a member of Advocates For<br />

Transformation and has served as a member of the<br />

Johannesburg Bar Council.<br />

KEITUMETSE MATTHEWS<br />

Government representative<br />

Appointed to the Board in June<br />

2006, Ms Matthews is a<br />

businesswoman and former Chief<br />

Legal Advisor for the South African<br />

Broadcasting Corporation (SABC)<br />

and a former special advisor to the<br />

Minister of Communications. She<br />

has a BA (Hons) degree and is a<br />

Barrister-at-Law.


More than100 years<br />

of combined<br />

telecommunications<br />

experience<br />

DR VICTOR LAWRENCE<br />

Government representative<br />

Dr Lawrence was appointed to the<br />

Board in September 2007, holds BSc,<br />

MSc and PhD degrees in Electrical<br />

and Computer Engineering from the<br />

University of London, is the Charles W<br />

Bachelor Chair Professor of Electrical<br />

and Computer Engineering and<br />

Associate Dean for Special Programs<br />

at Stevens Institute of Technology.<br />

BRIAN MOLEFE<br />

Public Investment Corporation representative<br />

Appointed to the Board in July 2008, Mr Molefe is the Chief<br />

Executive Officer of the PIC. A former deputy Director<br />

General at the National Treasury and Chief Director:<br />

strategic planning in the office of the Premier of Limpopo,<br />

Mr Molefe holds a Masters of Business Leadership and<br />

BCom degrees from the University of South Africa. He also<br />

has a post-graduate Diploma in Economics from London<br />

University, School of Oriental and African Studies.<br />

DAVID B<strong>AR</strong>BER<br />

Independent<br />

Appointed to the Board in September 2008,<br />

Mr Barber is the former global Chief Financial Officer<br />

of AngloCoal and former Chief Financial Officer for<br />

the Anglo American Corporation of South Africa.<br />

Mr Barber is a chartered accountant (South Africa)<br />

and FCA (England and Wales) and serves as an<br />

independent non-executive director and member of<br />

the audit committee for Murray & Roberts.<br />

<strong>Telkom</strong> Annual Report 2009 29<br />

DR EKWOW<br />

SPIO-G<strong>AR</strong>BRAH<br />

Government representative<br />

Appointed to the Board in September 2007.<br />

Dr Spio-Garbrah is the Chief Executive<br />

Officer of the London-based Commonwealth<br />

Telecom Organisation and Ghana’s former<br />

Minister of Communication and Education.<br />

He holds a BA (Hons), English from the<br />

University of Ghana, a Graduate Certificate<br />

in International Banking from the New York<br />

University; a Graduate Diploma in Journalism<br />

and Communication and an MA in<br />

International Affairs from Ohio University and<br />

an LLD (Honorary Doctorate in Laws) from<br />

Middlebury University in the USA.<br />

JACKIE HUNTLEY<br />

Government representative<br />

Ms Huntley who was appointed to the Board in September 2007, is an<br />

attorney and senior partner at Mkhabela Huntley Adekeye Inc, one of the<br />

major black law firms in South Africa. She has extensive experience in<br />

commercial and corporate law, including telecommunications law. She holds<br />

BProc and LLB degrees from the University of the Witwatersrand along with a<br />

Management Advanced Programme certificate.<br />

PETER JOUBERT<br />

Independent<br />

Mr Joubert was appointed to the Board in August<br />

2008. Previously he was the Chief Executive<br />

Officer and chairman of Afrox. He has served as<br />

the chairman of numerous companies. He is the<br />

current Chairman of BDFM Publishers and<br />

Sandvik and is a director of SAA and Transnet<br />

and external advisor to General Motors SA. He<br />

holds a BA degree from Rhodes University, a<br />

DPWM from Rhodes and has completed<br />

Harvard Business School’s Advanced<br />

Management Programme.<br />

Group<br />

overview<br />

Management<br />

review<br />

Sustainability<br />

review<br />

Performance<br />

review<br />

Financial<br />

statements<br />

Company<br />

Financial<br />

Information


30<br />

<strong>Telkom</strong> Annual Report 2009<br />

Chief officers<br />

THAMI MSIMANGO<br />

Chief of Global Operations and Subsidiaries<br />

Mr Msimango was appointed Managing Director of <strong>Telkom</strong><br />

International on April 15, 2009. Previously he served as Chief of<br />

Global Operations and Subsidiaries since November 1, 2007 and<br />

Chief Technical Officer from September 2005. He joined <strong>Telkom</strong> in<br />

1984 and held a number of senior positions, including Managing<br />

Executive of Technology and Network Services and Executive<br />

Technology, Direction and Integration.<br />

CH<strong>AR</strong>LOTTE MOKOENA<br />

Chief of Human Resources<br />

Ms Mokoena, former Group Executive of Human Resources from<br />

December 2002 to October 2007, was appointed Chief of Human<br />

Resources in November 2007. She holds a BA (Hons) degree in<br />

human resources development from the University of Johannesburg;<br />

a BSoc Sciences from the University of the North West and a postgraduate<br />

diploma in training and performance management from<br />

Leicester University in the UK.<br />

NAAS FOURIE<br />

Chief of Strategy<br />

Mr Fourie was appointed Chief of Strategy in April 2008 having<br />

acted in the position from November 2007. He joined <strong>Telkom</strong> in<br />

1994. He is a former Managing Executive of Commercial Services<br />

and Executive of Marketing Services. He holds a BA, BDivinity and<br />

BAcc Science (Honours) degrees and has completed the advanced<br />

executive programme of the Kellogg School of Business.<br />

OUMA RASETHABA<br />

Chief of Corporate Governance<br />

Appointed Chief Corporate Governance Officer in November<br />

2007, Advocate Rasethaba joined <strong>Telkom</strong> in 2006 as Group<br />

Executive of Regulatory and Public Policy. She is a former special<br />

director of Public Prosecutions at the National Prosecuting Authority.<br />

She holds a BProc degree from the University of the North, an LLB<br />

(Hons) and Higher Diploma in Company Law from the University of<br />

the Witwatersrand and an LLM from the University of Pretoria.


Management team<br />

<strong>Telkom</strong> Annual Report 2009 31<br />

Age at <strong>Telkom</strong> Position<br />

Name 30 June Portfolio Responsibilities appointment appointment<br />

Marius Mostert 54 Network Infrastructure Responsible for network technology, 1973 2007<br />

Provisioning strategy, planning, technical product<br />

development and all associated network<br />

infrastructure deployment.<br />

Casper Kondo 48 Network Responsible for customer service 1993 2007<br />

Chihaka Field Operations fulfilment and assurance network<br />

restoration.<br />

Pierre Marais 50 Network Core Responsible for the technical and 1976 2007<br />

Operations operational management associated<br />

with <strong>Telkom</strong>’s core network.<br />

Zethembe Khoza 51 Contact Centre Responsible for managing all contact 1980 2007<br />

Operations points in which customers contact<br />

<strong>Telkom</strong>, such as call centres,<br />

<strong>Telkom</strong>Direct shops, commercial<br />

services and credit management.<br />

Godfrey Ntoele 48 National Sales and Responsible for the national sales and 1997 2007<br />

Marketing Operations marketing operations for <strong>Telkom</strong>’s retail<br />

consumers and business enterprises and<br />

direct sales to business customers and<br />

government entities.<br />

Bashier Sallie 41 Information Responsible for enterprise wide IT 1986 2007<br />

Operations activities including infrastructure,<br />

architecture, applications, support<br />

and internet service providers.<br />

Theo Hess 51 Capability Responsible for ensuring that <strong>Telkom</strong> has 1996 2007<br />

Management the right groups of processes, relationships,<br />

assets and resources that enable it to<br />

deliver on its strategic objectives.<br />

Amith Maharaj 34 Fixed Mobile Responsible for the development and 2008 2008<br />

Convergence Services implementation of the mobile and<br />

fixed-mobile converged business and<br />

technical strategy.<br />

Thami Magazi 51 Multi-National Responsible for national and 2001 2007<br />

Customers international sales revenue for multinational<br />

customers and also service and<br />

project management to support both<br />

national and multi-national sales<br />

teams. The portfolio directs <strong>Telkom</strong>’s<br />

service delivery obligations for 2010<br />

FIFA Soccer World Cup.<br />

Alphonzo Samuels 43 Wholesale and Responsible for national and international 1984 2007<br />

Marketing Operations wholesale revenue and customer<br />

relationship management.<br />

Group<br />

overview<br />

Management<br />

review<br />

Sustainability<br />

review<br />

Performance<br />

review<br />

Financial<br />

statements<br />

Company<br />

Financial<br />

Information


32<br />

<strong>Telkom</strong> Annual Report 2009<br />

Management team (continued)<br />

Age at <strong>Telkom</strong> Position<br />

Name 30 June Portfolio Responsibilities appointment appointment<br />

Brenda Kali 55 Corporate Guided by the company’s business 2008 2008<br />

Communications plan, vision and brand strategy,<br />

the role of Corporate Communication<br />

is to influence stakeholder behaviour<br />

through effective, timely and measureable<br />

communication making use of world-class<br />

reputation management solutions.<br />

Mike Mlengana 49 Corporate Development Responsible for implementing <strong>Telkom</strong>’s<br />

international expansion strategy through<br />

business development and merger and<br />

acquisition activities across Africa and<br />

other emerging markets.<br />

1995 2005<br />

Nicola White 37 Investor Relations Responsible for liaising with the investor<br />

community which includes retail<br />

shareholders, analysts and institutional<br />

investors.<br />

2006 2006<br />

Nicolene Rossouw 40 Performance Centre Responsible for the Performance 1997 2007<br />

(Acting) Centre in support of the company’s<br />

customer centricity strategy, marketing<br />

intelligence and to management the<br />

business improvement function.<br />

David Lupafya 36 Strategy (Acting) Responsible for <strong>Telkom</strong> Group strategy 2008 2008<br />

Deon Fredericks 48 Accounting Services Responsible for financial accounting,<br />

reporting and analysis, financial services,<br />

external and regulatory reporting, capital<br />

work in progress and asset management<br />

1993 2008<br />

Robin Coode 43 Corporate Finance, Overall responsible for taxation, treasury 1992 2008<br />

Specialised Services and corporate investment with specific<br />

focus areas that include share buy-back<br />

evaluations, trustee responsibilities on<br />

retirement funds and a merger and<br />

acquisition role through strategy.<br />

Stafford Augustine 40 Procurement Services Responsible for overall management<br />

of procurement services encompassing<br />

strategic sourcing management of<br />

outsourced entities, corporate support<br />

and BEE.<br />

2007 2007


<strong>Telkom</strong> Annual Report 2009 33<br />

Age at <strong>Telkom</strong> Position<br />

Name 30 June Portfolio Responsibilities appointment appointment<br />

Mohammed Dukandar 37 Internal Audit Accountable for developing and 2009 2009<br />

implementing internal audit strategies for<br />

<strong>Telkom</strong> Group and its subsidiaries and<br />

to ensure proper management of the<br />

internal audit function. Ensure that<br />

significant risks are understood and<br />

managed by management and ensure<br />

that significant risks are independently<br />

and objectively reviewed periodically.<br />

Anton Klopper 47 Legal Services Responsible for managing the provision<br />

of legal advice and assistance to<br />

various business units within <strong>Telkom</strong>.<br />

1991 2005<br />

Andrew Barendse 42 Regulatory Affairs Responsible for regulatory affairs which<br />

include regulatory strategy and analysis,<br />

regulatory compliance, regulatory pricing<br />

and costing and protecting <strong>Telkom</strong>’s<br />

regulatory rights.<br />

2006 2007<br />

Charmaine Houvet 36 Governance Responsible for improved governance<br />

in the organisation through the design<br />

and implementation of the Enterprise<br />

Programme office and key company<br />

governance process and policies.<br />

1991 2008<br />

Prelene Schmidt 38 CEO <strong>Telkom</strong> Responsible for all facets of the 1996 2008<br />

Foundation (Acting) <strong>Telkom</strong> Foundation.<br />

Group<br />

overview<br />

Management<br />

review<br />

Sustainability<br />

review<br />

Performance<br />

review<br />

Financial<br />

statements<br />

Company<br />

Financial<br />

Information


34<br />

<strong>Telkom</strong> Annual Report 2009


uild<br />

a partnership<br />

with communities,<br />

creating synergies<br />

that benefit<br />

Sustainability review<br />

Sustainability review 36<br />

Corporate governance 42<br />

Enterprise risk management 50<br />

Black economic empowerment 58<br />

Human capital management 62<br />

Safety, health and environment 72<br />

Corporate social investment 78<br />

GRI content index 82<br />

Group<br />

overview<br />

Management<br />

review<br />

Sustainability<br />

review<br />

Performance<br />

review<br />

Financial<br />

statements<br />

Company<br />

Financial<br />

Information


36<br />

<strong>Telkom</strong> Annual Report 2009<br />

Sustainability review<br />

The modern corporation must meet the<br />

expectations<br />

of a diverse range of stakeholders<br />

As one of South Africa’s largest<br />

corporations, <strong>Telkom</strong>’s public visibility is<br />

enormous. Our activities impact on the lives<br />

of every South African in one way or<br />

another and so our sustainability must be<br />

beyond reproach.<br />

As the draft King Report III notes: “Although<br />

a company is an economic institution, it<br />

remains a corporate citizen and therefore<br />

has to balance economic, social and<br />

environmental value. The triple bottom line<br />

approach enhances the potential of a<br />

company to create economic value…”<br />

<strong>Telkom</strong> has long subscribed to this<br />

philosophy and sustainability is a key driver<br />

of our business strategy. It is a business<br />

opportunity for us, an opportunity we<br />

pursue with relentless vigour in all our<br />

operations.<br />

Last year we reported that we continue to<br />

focus on the transformation of our business<br />

and, to this end, in the latter part of the<br />

year under review we embarked on a<br />

focused internal transformation programme,<br />

<strong>Telkom</strong> Renaissance, a programme geared<br />

to ensuring that we become Africa’s<br />

leading ICT service provider. It is, at least,<br />

a two year initiative during which time the<br />

Company will completely renew itself in<br />

terms of markets, processes, skills,<br />

capabilities and a new behaviour. Our goal<br />

is to create a high performance company<br />

that is capable of executing our ‘defend and<br />

grow’ strategy; a company that is<br />

characterised by profitability, sustainability<br />

and an ability to realise its vision; a<br />

company that is customer-focused with<br />

leading edge value solutions, and where the<br />

creation of value through excellence is the<br />

norm and not the exception.<br />

To date, we have distinguished ourselves<br />

as an entity that subscribes to the values of<br />

good corporate governance but, we can<br />

do better. We can, like the Renaissance<br />

Period of the 14th to 16th centuries that our<br />

initiative is named after, expand our vision<br />

beyond the conventional and traditional,<br />

and sustainability is a key focus area in this<br />

regard.<br />

Stakeholder engagement<br />

The modern corporation must meet the<br />

expectations of a diverse range of<br />

stakeholders and, as such, the<br />

management of stakeholder relationships is<br />

not a nice to have but a critical must.<br />

Throughout the year we refined our<br />

stakeholder management policy to ensure<br />

systematic engagements with:<br />

• Employees<br />

• Customers<br />

• Investors<br />

• Government<br />

• Regulators<br />

• Media<br />

• Suppliers<br />

• Unions<br />

• Civil society<br />

As a result, we achieved:<br />

Employees: A significant improvement in<br />

levels of employee engagement over the<br />

last three years via briefing sessions,<br />

training initiatives and electronic and print<br />

communication. In the year under review<br />

there was an on-going refinement in<br />

promoting a culture of engagement and<br />

internal communication channels. Greater<br />

prominence was given to face-to-face<br />

communication, especially between top<br />

leaders and the next management level, as<br />

well as electronic communication from the<br />

CEO across the company.<br />

As one of South Africa’s largest corporations,<br />

<strong>Telkom</strong>’s public visibility is enormous


Customers: Through our Customer<br />

Centricity project we have seen<br />

improvements in customer call centre<br />

operations; our ability to keep our promises<br />

and the reaction time in identifying and<br />

dealing with complaints.<br />

Investors: An improvement in sharing with<br />

them our strategic plans, operational<br />

performance and financial results through<br />

one-on-one briefings; daily consultations;<br />

roadshows and the Investor Relations<br />

website.<br />

Government: A substantial improvement in<br />

our relations with national government as a<br />

result of extensive consultations in which<br />

emerging issues were pre-empted and<br />

promptly dealt with. In addition, our<br />

support for the government’s Programme of<br />

Action, especially in the areas of economic<br />

growth, infrastructure development and the<br />

provision of telecommunications for public<br />

schools, was well received. Our success in<br />

engaging with government is evident in the<br />

irrevocable support provided by<br />

government which resulted in the successful<br />

conclusion of the Vodacom transaction.<br />

Regulators: Regular submissions on new<br />

regulations and responses to enquiries to,<br />

in particular, the Independent Communications<br />

Authority of South Africa<br />

(ICASA) and total compliance, where<br />

technically possible, with all the regulatory<br />

requirements in our operational areas.<br />

Media: Media management was<br />

conducted in a structured manner guided<br />

by three focus areas: reactive engagement,<br />

<strong>Telkom</strong> Annual Report 2009 37<br />

proactive engagement and relationship<br />

building.<br />

Suppliers: The top company award in the<br />

2008 Empowerdex Preferential Procurement<br />

on overall spend survey.<br />

Unions: We continued to engage with the<br />

unions through the Restructuring Forum, a<br />

purely consultative body where we share<br />

information with union leaders; the<br />

Company Forum, the only decision-making<br />

structure on issues that require negotiations;<br />

the National Employment Equity and Skills<br />

Development Forum and Task Teams which<br />

consist of both management and union<br />

representatives and which deal with<br />

specific issues.<br />

Civil society: Traditionally, telecommunications<br />

companies and utilities are at the<br />

Group<br />

overview<br />

Management<br />

review<br />

Sustainability<br />

review<br />

Performance<br />

review<br />

Financial<br />

statements<br />

Company<br />

Financial<br />

Information


38<br />

<strong>Telkom</strong> Annual Report 2009<br />

Sustainability review (continued)<br />

Group communication<br />

and brand was<br />

infused<br />

with a renewed<br />

sense of purpose<br />

bottom of global reputation studies as they<br />

face an uphill battle to communicate with<br />

the public. As a result of this, we embarked<br />

on a reputation study in May 2008 to<br />

measure and analyse attitudes and<br />

perceptions about us amongst various<br />

stakeholder groups. In the year under<br />

review approximately 3,700 interviews<br />

were conducted. It was gratifying to note<br />

that our reputation improved significantly,<br />

albeit from a low base. There was<br />

increased recognition in our key areas<br />

of products/service; leadership and<br />

governance and a significant improvement<br />

in the perceptions of our corporate social<br />

investment programme.<br />

Going forward<br />

In the 2009/10 financial year we will<br />

focus on developing unambiguous<br />

stakeholder value statements that detail our<br />

promises to our stakeholders and, equally<br />

importantly, internal scorecards for us to<br />

check how we live up to those promises.<br />

Group communication and brand<br />

Group communication and brand was<br />

infused with a renewed sense of purpose<br />

following the appointment of one of South<br />

Africa’s leading communications experts,<br />

Brenda Kali, as Group Executive<br />

responsible for this function.<br />

Guided by the decision to integrate and<br />

align communication processes and<br />

practices with <strong>Telkom</strong>’s brand position and<br />

values system to ensure greater credibility<br />

amongst our stakeholders, we focused on<br />

two specifics – the management of<br />

stakeholder relationships and reputation,<br />

and brand and image management.


• Interfacing with the media<br />

While the media is an influential stakeholder in its own right, it is<br />

also a vehicle through which we can communicate to our<br />

broader stakeholder base. To this end, a dedicated media unit<br />

was established to ensure we sent out a consistent message to<br />

enhance our reputation and create greater brand awareness.<br />

On the reactive <strong>front</strong>, the vast scope of our activities ensured a<br />

very high level of media interest in the year under review. Media<br />

enquiries ranged from our growth and expansion plans to cable<br />

theft, the provision of broadband, regulatory issues, the evolution<br />

of the network, our financial results, service delivery, customer<br />

complaints and corporate governance.<br />

As a result of our commitment to providing accurate and strategic<br />

information to the media, our reputation took a turn for the better.<br />

During the year under review, the value of proactive media<br />

engagement was underscored in three areas – the 2010 Soccer<br />

World Cup; the sale of our shares in Vodacom and the strategic<br />

agreement with AT&T.<br />

2010 World Cup<br />

As FIFA’s main partner in the development of fixed-line network<br />

infrastructure, we are responsible for providing infrastructure and<br />

communication services. Our capabilities in this regard were<br />

highlighted through media site visits and face-to-face interviews<br />

with the key people in our 2010 project office.<br />

The Vodacom transaction<br />

Throughout the transaction process from November 2008 to<br />

June 2009, journalists were given as much access as they<br />

requested to our key top management team.<br />

The AT&T agreement<br />

At the announcement of the strategic memorandum of<br />

understanding, journalists had the opportunity to spend time with<br />

the role players from both companies.<br />

We pride ourselves not only on building strong relationships<br />

between the media and our management team, but also on<br />

enhancing the media’s knowledge of the IT industry as a whole.<br />

In the year under review we hosted a number of well attended<br />

functions, including inviting key media to the Southern African<br />

Telecommunication and Applications conference.<br />

• Connecting with our employees<br />

In addition to refining our internal communication channels, we<br />

provided effective and timeous communication to all employees<br />

on the progress of our transformation programme, <strong>Telkom</strong> Renaissance.<br />

The programme’s specific communication was given a<br />

highlighted visual appearance to distinguish it from other<br />

electronic communications and to emphasise the status of each<br />

message. Weekly messages containing detailed information on<br />

the project’s progress were issued and a tailor-made web site<br />

<strong>Telkom</strong> Annual Report 2009 39<br />

Group<br />

overview<br />

Management<br />

review<br />

Sustainability<br />

review<br />

Performance<br />

review<br />

Financial<br />

statements<br />

Company<br />

Financial<br />

Information


40<br />

<strong>Telkom</strong> Annual Report 2009<br />

Sustainability review continued<br />

To reinforce the visibility of our involvement with the<br />

World Cup<br />

two giant footballs are being erected on two<br />

prominent Johannesburg and Pretoria landmarks<br />

was set up to enable employees to ask<br />

questions, make suggestions and receive<br />

feedback.<br />

As the torch bearer of the programme, the<br />

CEO was highly active in all internal<br />

communications via our Skytrain interactive<br />

satellite-based network; our digital media<br />

services and ‘from the desk of the CEO’<br />

e-mails.<br />

On a more generic level, a number of<br />

initiatives were launched during the<br />

reporting period, for example a crossfunctional<br />

editorial committee for our<br />

Online print channel; the opening of a<br />

weekly E-news channel and an e-mail<br />

based desktop broadcast system.<br />

We also put together a number of face-toface<br />

sessions at top and senior<br />

management level where the Group’s<br />

strategy and business approach was<br />

debated.<br />

To ensure greater credibility amongst our<br />

stakeholders we focused on two specifics<br />

– the management of stakeholder<br />

relationships and reputation, and brand<br />

and image management.


Partnering with Human Resources<br />

Group communication and brand played a pivotal role in<br />

communicating Human Resource initiatives to employees. These<br />

ranged from changes in employee benefits to the Renaissance<br />

programme. Where necessary, the communications function was<br />

supplemented by event management.<br />

Brand and image management<br />

In our view, the brand concept is much more than just logos and<br />

products. It also promises an experience and a relationship. As a<br />

result, in the year under review, the full spectrum of brand activities<br />

was incorporated into the communication function.<br />

Our brand has matured since <strong>Telkom</strong> was formed in 1991 and,<br />

as a result, a process was initiated during the year to rebuild it and<br />

create a fresh, innovative look and feel to give us a more modern,<br />

vibrant and customer-focused brand.<br />

To support this, a new Vision, Mission and Value (VMV) statement,<br />

together with a VMV-wired concept, was developed to ensure that<br />

our employees wholeheartedly embrace and accept the brand<br />

and, in the process, deliver the brand promise to our customers.<br />

2010 Soccer World Cup sponsorship<br />

To reinforce the visibility of our involvement with the World Cup,<br />

two giant footballs are being erected on two prominent<br />

Johannesburg and Pretoria landmarks – the Hillbrow and<br />

Lukasrand towers. As a further reminder of our commitment and<br />

expertise, a number of TV commercials were produced and<br />

broadcast.<br />

Artist’s impression of the Lukasrand tower<br />

<strong>Telkom</strong> Annual Report 2009 41<br />

Group<br />

overview<br />

Management<br />

review<br />

Sustainability<br />

review<br />

Performance<br />

review<br />

Financial<br />

statements<br />

Company<br />

Financial<br />

Information


42<br />

<strong>Telkom</strong> Annual Report 2009<br />

Corporate governance<br />

The Board takes overall responsibility for the Group and its role is to exercise leadership<br />

and judgement in directing it to achieve continued prosperity and to act in the best<br />

interests of stakeholders.<br />

Compliance<br />

The <strong>Telkom</strong> Board subscribes to and is fully<br />

committed to sound business principles and<br />

practices of integrity and accountability,<br />

and values of good corporate governance<br />

as espoused in the Code of Corporate<br />

Practices and Conduct of King II (the<br />

Code). In so doing, the directors recognise<br />

the need to conduct the enterprise in<br />

accordance with best corporate practices.<br />

The Board is of the view that <strong>Telkom</strong><br />

complies in all material respects to the<br />

principles of the Code. While it<br />

acknowledges the importance of good<br />

governance, the Board is aware that<br />

<strong>Telkom</strong> does not strictly comply with certain<br />

principles set out in the Code. These areas<br />

of non-compliance stem mainly from certain<br />

provisions in <strong>Telkom</strong>’s articles of<br />

association. Most of the areas of noncompliance<br />

will be resolved by no later<br />

than March 2011, when the provisions of<br />

<strong>Telkom</strong>’s articles of association resulting in<br />

non-compliance with the Code fall away or<br />

earlier if the shareholding of a significant<br />

shareholder falls below certain stipulated<br />

levels.<br />

Chairman and Board of directors<br />

The Board takes overall responsibility for<br />

the company and its role is to exercise<br />

leadership and sound judgement in<br />

directing it to achieve continued prosperity<br />

and to act in the best interests of<br />

stakeholders.<br />

<strong>Telkom</strong> has a unitary Board comprising 12<br />

directors. In accordance with <strong>Telkom</strong>’s<br />

articles of association, five non-executives<br />

including the Chairman have been<br />

appointed by the government of South<br />

Africa (the Class A shareholder) and one<br />

non-executive appointed by Black Ginger<br />

33 (the Class B shareholder).<br />

There are four other non-executive directors<br />

who are appointed at the company’s<br />

annual general meeting and are<br />

considered to be independent, as set out in<br />

King II and the JSE Listings Requirements.<br />

The executive directors on the Board are<br />

the Chief Executive Officer and the Chief<br />

Financial Officer. In line with best practice,<br />

the roles of the Chairman and Chief<br />

Executive Officer have been separated.<br />

The Board is led by Ms ST Arnold, the<br />

Chairman, while operational management<br />

of the Group is the responsibility of<br />

Mr RJ September, Chief Executive Officer.<br />

In terms of the articles of association, the<br />

non-executive directors appointed by the<br />

Class A shareholder have a fixed term of<br />

three years and may be re-elected to the<br />

Board by those shareholders. The<br />

Chairman has a term of one year and is reelected<br />

as Chairman for the ensuing year<br />

by the Class A shareholder. The four<br />

independent non-executive directors are<br />

subject to retirement by rotation and reelection<br />

by shareholders at least every<br />

three years in accordance with the articles<br />

of association and JSE Listings<br />

Requirements.<br />

The holders of the Class A and B ordinary<br />

shares are the government of South Africa<br />

and Black Ginger respectively. The only<br />

significant shareholder is the Class A<br />

shareholder who currently holds 39.8% of<br />

the issued ordinary shares in the company.<br />

The significant shareholder has certain<br />

Board-reserved matters which are detailed<br />

in the company’s articles of association.<br />

Pursuant to the articles of association, whilst<br />

the government is a significant shareholder,<br />

neither <strong>Telkom</strong> nor any of its subsidiaries<br />

may take action with respect to certain<br />

reserved matters unless authorised by the<br />

Board. In addition, the authorising<br />

resolution of the Board must have received<br />

the affirmative vote of at least one of the<br />

directors appointed by the government.


The members’ resignations and appointments<br />

to the <strong>Telkom</strong> Board of directors during the<br />

year under review are as follows:<br />

Resignations<br />

MJ Lamberti 3 June 2008<br />

AG Rhoda 3 July 2008<br />

Appointments<br />

B Molefe 3 July 2008<br />

PG Joubert 12 August 2008<br />

DD Barber 1 September 2008<br />

PG Nelson 8 December 2008<br />

Company Secretary<br />

All directors have access to the advice and<br />

services of the Group Company Secretary,<br />

who is responsible for ensuring the proper<br />

administration of the board and corporate<br />

governance procedures. The Group<br />

Company Secretary provides guidance to<br />

the directors on their responsibilities within<br />

the prevailing regulatory and statutory<br />

environment and the manner in which such<br />

responsibilities should be discharged.<br />

Details of the secretary’s business address<br />

and the company’s registered office are set<br />

out on inside back cover.<br />

Delegation of authority<br />

The ultimate responsibility for the Group’s<br />

operations rests with the Board. The Board<br />

retains effective control through a welldeveloped<br />

governance structure of Board<br />

committees which specialise in certain<br />

areas of the business. Certain authorities<br />

have been delegated to the Chief<br />

Executive Officer to manage the day-to-day<br />

business affairs of the company. The Group<br />

executives assist the Chief Executive Officer<br />

in discharging his duties and the duties of<br />

the Board when it is not in session.<br />

However, in terms of statute and the<br />

company’s constitution, together with the<br />

revised delegation of authority, certain<br />

matters are still reserved for Board and/or<br />

shareholder approval.<br />

Committees<br />

The Board is assisted in discharging its<br />

duties through its committees. During the<br />

year under review, the Board merged the<br />

Investment and Strategy Committees.<br />

<strong>Telkom</strong> Annual Report 2009 43<br />

Board meetings<br />

Board meetings are held at least once a quarter. In addition to these meetings, whenever<br />

circumstances dictate the necessity, special Board meetings are convened. During the year<br />

under review, four scheduled Board meetings were held and 11 additional special Board<br />

meetings were convened. Details of attendance by each director including attendance at<br />

committee meetings of the Board are set out in the table below. Certain members of senior<br />

management attend Board meetings when invited to make presentations on particular<br />

company issues of interest to the Board. A majority of directors, one of whom must be a<br />

representative of the Class A shareholder, is required for a quorum for Board meetings.<br />

The following table presents the attendance of meetings held during the 2009 financial<br />

year by directors:<br />

Scheduled Special<br />

Number of Number of<br />

meetings1 Attendance meetings1 Attendance<br />

Non-executive<br />

ST Arnold (Chairman) 4 4 11 11<br />

DD Barber 3 3 4 4<br />

B du Plessis 4 4 11 11<br />

RJ Huntley 4 4 11 10<br />

PG Joubert 3 2 5 4<br />

MJ Lamberti 0 0 4 3<br />

VB Lawrence 4 4 11 11<br />

PCS Luthuli 4 4 11 9<br />

KST Matthews 4 3 11 10<br />

B Molefe 4 1 6 3<br />

AG Rhoda 0 0 5 4<br />

E Spio-Garbrah 4 4 11 10<br />

Executive<br />

RJ September 4 4 11 11<br />

PG Nelson 1 1 1 1<br />

1 The table represents the possible meetings based on the appointment and resignation dates of<br />

members.<br />

Executive committee<br />

This committee consists of the two executive<br />

directors that serve on the Board of<br />

directors and chief executives of the <strong>Telkom</strong><br />

Group. The Chief Executive Officer is the<br />

Chairman of this committee and has the<br />

power of authority to, among other things:<br />

• Implement approved business plans,<br />

annual budgets and all other matters<br />

and issues relating to the achievement<br />

of <strong>Telkom</strong>’s obligations under its<br />

licences, including without limitations<br />

network expansion, equipment<br />

procurement, tariff setting and<br />

packaging, customer service and<br />

marketing; and<br />

• Prepare, review and recommend to the<br />

Board the annual budgets and any<br />

amendments thereto.<br />

Audit and risk committee (<strong>AR</strong>C)<br />

The <strong>AR</strong>C is chaired by Mr PCS Luthuli, a<br />

non-executive director; it held four<br />

scheduled meetings and six special<br />

meetings during the financial year.<br />

Mr Luthuli is considered an audit committee<br />

financial expert within the meaning of the<br />

requirements of the US Securities and<br />

Exchange Commission (SEC). He is a<br />

chartered accountant.<br />

In terms of its charter, the <strong>AR</strong>C evaluates the<br />

Group’s systems of internal and financial<br />

control; reviews accounting policies and<br />

financial information issued to the public;<br />

reviews the performance of the internal and<br />

external auditors and determines the fees<br />

payable to the external auditors. It also<br />

determines and monitors the use of the<br />

external auditors for non-audit related<br />

Group<br />

overview<br />

Management<br />

review<br />

Sustainability<br />

review<br />

Performance<br />

review<br />

Financial<br />

statements<br />

Company<br />

Financial<br />

Information


44<br />

<strong>Telkom</strong> Annual Report 2009<br />

Corporate governance (continued)<br />

Board committees<br />

specialise<br />

in distinctive business areas<br />

services. The committee examines, reviews<br />

financial results and recommends same to<br />

the Board for approval. A quorum for a<br />

meeting is two members.<br />

As at March 31, 2009, the committee<br />

comprised four non-executive directors of<br />

which three are considered independent:<br />

Mr PCS Luthuli (independent)<br />

Mr RJ Huntley<br />

Mr DD Barber (independent)<br />

Mr PG Joubert (independent)<br />

The new terms of reference of the<br />

committee were approved during the year.<br />

At the time of the Chief Financial Officer’s<br />

appointment on December 8, 2008 the<br />

audit and risk committee satisfied itself of<br />

the appropriateness of his credentials,<br />

professionalism, technical competency and<br />

experience.<br />

The audit and risk committee will conduct a<br />

similar review on an annual basis as<br />

required by the JSE Listings Requirements.<br />

The internal and external auditors have<br />

unlimited access to the Chairman of the<br />

audit and risk committee.<br />

The audit and risk committee is satisfied<br />

that Ernst & Young is independent in<br />

accordance with section 270A of the<br />

Corporate Laws Amendment Act, and<br />

nominated the re-appointment of Ernst &<br />

Young as registered auditors for the<br />

2009/2010 financial year.<br />

Nominations committee<br />

The nomination committee, which must have<br />

a minimum of three members and is chaired<br />

by an independent non-executive director,<br />

consists of Mr PCS Luthuli (Chairman),<br />

Ms ST Arnold and Mr B du Plessis. A quorum<br />

for a meeting is two members.<br />

The committee makes recommendations to<br />

the Board on the composition of the Board,<br />

and the balance between executive, nonexecutive<br />

and independent non-executive<br />

directors with regard to all aspects of<br />

diversity and experience.<br />

The committee is responsible for identifying<br />

and nominating candidates and formulating<br />

succession plans for the approval of the<br />

Board.<br />

In addition, the committee recommends to<br />

the Board continuation (or not) of services<br />

of any director who has reached the<br />

retirement age as well as directors who are<br />

retiring by rotation, for re-election.<br />

Investment and strategy committee<br />

The investment and strategy committee,<br />

consists of Mr DD Barber (Chairman),<br />

Dr E Spio-Garbrah, Mr RJ Huntley,<br />

Mr RJ September, Mr PG Nelson and<br />

Dr VB Lawrence.<br />

The function of the committee is to assist the<br />

Board in evaluating investments, corporate<br />

actions and key funding and financial<br />

proposals.<br />

Human resources review and<br />

remuneration committee (HRRRC)<br />

The committee consists entirely of nonexecutive<br />

directors. Mr B du Plessis, an<br />

independent non-executive director, was<br />

appointed as Chairman of the HRRRC as<br />

of June 2008. The HRRRC comprises the<br />

following non-executive directors, of which<br />

two must be independent:<br />

Mr B du Plessis (Chairman)<br />

Mr PG Joubert (independent)<br />

Ms KST Matthews<br />

Mr E Spio-Garbrah<br />

The HRRRC held four scheduled meetings<br />

and one special meeting during the<br />

financial year. This committee, in<br />

consultation with management, ensures that<br />

the Group’s directors and senior executives<br />

are fairly rewarded for their individual<br />

contribution to the Group’s performance. In<br />

fulfilling its duties, the HRRRC gives<br />

consideration to industry and local<br />

benchmarks to ensure that remuneration<br />

packages remain competitive. Senior<br />

executives receive a salary, short-term<br />

incentive and an allocation in terms of the<br />

rules of the Conditional Share Plan.<br />

Medical and retirement benefits are also<br />

offered. Remuneration packages are<br />

reviewed annually and performance<br />

bonuses are linked both to individual<br />

performance and to the performance of the<br />

Group. Non-executive directors are paid<br />

fees for their services as directors of the<br />

Company and for their participation as<br />

members of the Board committees.<br />

Board effectiveness<br />

An appraisal of the effectiveness of the<br />

Board was conducted externally during the<br />

year. The appraisal was benchmarked<br />

against the strategic requirements of <strong>Telkom</strong><br />

SA to ensure the capacity to deliver these<br />

requirements and strengthen the diversity<br />

and sector expertise of directors. The<br />

appraisal was positive and its<br />

recommendation will be followed through<br />

implementation.


Share dealings<br />

In line with JSE Listings Requirements and<br />

the Group’s insider trading policy,<br />

executives who wish to trade in <strong>Telkom</strong><br />

securities are required to obtain prior<br />

written approval from the Chairman of the<br />

Board and the Group Company Secretary<br />

before dealing in <strong>Telkom</strong> securities. The<br />

Group operates closed periods as defined<br />

in the JSE Listings Requirements. Additional<br />

closed periods are enforced, when<br />

required, in terms of corporate activities as<br />

and when these occur.<br />

Compliance with Sarbanes-Oxley<br />

The Sarbanes-Oxley Act of 2002 was<br />

passed in the United States of America to<br />

protect investors by improving the accuracy<br />

and reliability of corporate disclosures,<br />

accounting practices and corporate<br />

governance. <strong>Telkom</strong>, as a listed company<br />

on the New York Stock Exchange (NYSE),<br />

registered in terms of the US Securities<br />

Exchange Act of 1934, is required to<br />

comply with the Sarbanes-Oxley Act.<br />

<strong>Telkom</strong> is committed to good corporate<br />

governance practices and compliance with<br />

the Act as directed by the US Securities<br />

and Exchange Commission (SEC).<br />

<strong>Telkom</strong>’s Sarbanes-Oxley steering committee<br />

represents divisions directly impacted by<br />

the requirements of the Act. Working<br />

closely with line management, a Sarbanes-<br />

Oxley compliance team is responsible for<br />

ensuring that risks and controls that may<br />

impact on the integrity of financial<br />

reporting are properly documented,<br />

reviewed and reported on. The<br />

independent external auditor attested to<br />

and reported on management’s assessment<br />

of the effectiveness of internal control over<br />

financial reporting for the year ended<br />

March 31, 2009.<br />

The Chief Executive Officer and the Chief<br />

Financial Officer (CFO) have certified that<br />

the requirements of Section 302 have been<br />

met for the year ended March 31, 2009.<br />

In addition to the Sarbanes-Oxley Act, the<br />

NYSE corporate governance rules,<br />

approved by the SEC, permit NYSE-listed<br />

companies that are foreign private issuers,<br />

such as <strong>Telkom</strong>, to follow home-country<br />

practices in lieu of the requirements<br />

applicable to listed US companies, subject<br />

to certain exceptions.<br />

In particular, foreign private issuers must<br />

have an audit committee that satisfies the<br />

requirements of Rule 10A-3 under the<br />

Securities Exchange Act of 1934, as<br />

amended and must disclose the significant<br />

ways in which their corporate governance<br />

practices differ from those followed by US<br />

companies under the NYSE listing<br />

standards. In addition, the CEO of a<br />

foreign private issuer must promptly notify<br />

the NYSE in writing after any executive<br />

officer of the listed company becomes<br />

aware of any material non-compliance with<br />

any applicable provisions of the NYSE<br />

corporate governance standards and<br />

foreign private issuers must submit an<br />

annual and interim written affirmation to the<br />

NYSE with regard to compliance with the<br />

foregoing requirements and certain<br />

changes to their audit committees.<br />

As a foreign private issuer the definition of<br />

independence of directors for <strong>Telkom</strong> is<br />

only relevant to the audit committee and is<br />

included in Rule 10A-3 of the US Security<br />

Exchange Act. This states that each<br />

member of the audit committee must be a<br />

member of the Board and should be<br />

independent as defined in Rule 10A-3<br />

(b)(1)(ii) of the US Securities Exchange Act.<br />

A member of an audit committee of a listed<br />

issuer may not, other than in his capacity<br />

as a member of the audit committee, the<br />

Board, or any other Board committee:<br />

<strong>Telkom</strong> Annual Report 2009 45<br />

• Accept directly or indirectly any<br />

consulting, advisory or other<br />

compensation from the listed entity; and<br />

• Be an affiliated person of the listed<br />

entity.<br />

An affiliated person of an issuer is a person<br />

who directly, or indirectly, through one or<br />

more intermediaries, controls, or is<br />

controlled by or is under common control<br />

with the issuer.<br />

Rule 10A-3(b)(1)(iv)(E) of the US Securities<br />

Exchange Act provides an exemption from<br />

the prohibition on being an affiliated<br />

person of the issuer for an audit committee<br />

member of a foreign private issuer, who is<br />

a representative or designee of a foreign<br />

governmental entity that is an affiliate of the<br />

foreign private issuer if the member is not<br />

an executive officer of the foreign private<br />

issuer.<br />

Group<br />

overview<br />

Management<br />

review<br />

Sustainability<br />

review<br />

Performance<br />

review<br />

Financial<br />

statements<br />

Company<br />

Financial<br />

Information


46<br />

<strong>Telkom</strong> Annual Report 2009<br />

Corporate governance (continued)<br />

Key differences between NYSE corporate governance listing rules and <strong>Telkom</strong> practice are:<br />

NYSE rules <strong>Telkom</strong> practice<br />

Board of directors<br />

Composition The Board of directors should have a majority The majority of <strong>Telkom</strong>’s directors are non-executive<br />

of independent directors. Four of the 12 directors are considered independent, based<br />

on the King II definition of ‘independent’. Based on their<br />

ordinary shareholding at March 31, 2009 and their<br />

holding of the Class A and Class B shares respectively, the<br />

government is entitled to appoint five directors to the Board,<br />

while Black Ginger is entitled to appoint one director to the<br />

Board.<br />

King II defines an independent director as a non-executive<br />

director who:<br />

• Is not a representative of a share owner who has the<br />

ability to control or significantly influence management;<br />

• Has not been employed by the company or the Group,<br />

of which it currently forms part, in any executive capacity<br />

for the preceding three financial years;<br />

• Is not a member of the immediate family of an individual<br />

who is, or has been in any of the past three financial<br />

years, employed by the company or the Group in an<br />

executive capacity;<br />

• Is not a professional advisor to the company or the<br />

Group other than in a director capacity;<br />

• Is not a significant supplier to, or customer of the<br />

company or Group;<br />

• Has not been a significant supplier to, or customer of the<br />

company or Group;<br />

• Has no significant contractual relationship with the<br />

company or Group; and<br />

• Is free from any business or other relationship that could<br />

be seen to materially interfere with the individual’s<br />

capacity to act in an independent manner.<br />

Board committees<br />

Committees Companies are required to establish an audit <strong>Telkom</strong> has an <strong>AR</strong>C, investment, and strategy committee,<br />

required committee, a nominating or corporate nominations committee and HRRRC. For the description and<br />

governance committee and a compensation composition of these committees and the members refer to<br />

committee. Each of these committees must have pages 43 and 44. Board members who are not appointed<br />

a written charter that addresses certain matters by the Class A and B shareholders are appointed by<br />

specified in the NYSE listing standards, shareholders at the annual general meeting as stipulated in<br />

including the committee’s purpose and <strong>Telkom</strong>’s articles of association. <strong>Telkom</strong> does not perform an<br />

responsibilities and an annual performance<br />

evaluation of each committee.<br />

annual performance evaluation of each committee.


NYSE rules <strong>Telkom</strong> practice<br />

<strong>Telkom</strong> Annual Report 2009 47<br />

Board committees<br />

Composition All of the required committees should be All the committees have non-executive directors as members.<br />

composed entirely of independent non-executive<br />

directors.<br />

However, not all non-executives are independent.<br />

Audit committee<br />

Written charter The audit committee must have a written charter The <strong>AR</strong>C has a written charter. The responsibilities of the<br />

that addresses certain matters specified in the <strong>AR</strong>C are described in further details, on pages 43 and 44.<br />

NYSE listing standards, including the In addition, <strong>Telkom</strong>’s audit and risk committee charter, as a<br />

committee’s purpose, an annual performance listed issuer, complies with the Sarbanes-Oxley<br />

evaluation and the duties and responsibilities of<br />

the audit committee.<br />

requirements.<br />

Composition The audit committee must include a minimum The <strong>AR</strong>C consists of four non-executive members of <strong>Telkom</strong>’s<br />

of three members that satisfy the independence Board of directors, three of which are independent.<br />

requirements of both the NYSE listing standards Pursuant to the Sarbanes-Oxley Act, each member of<br />

and the Sarbanes-Oxley Act. <strong>Telkom</strong>’s <strong>AR</strong>C, as a non-US listed company, is a member of<br />

the Board of directors. In addition, although one of the<br />

members is appointed by the government, who may be<br />

deemed to be affiliated persons of <strong>Telkom</strong>, such<br />

appointments fall within the exception for the SEC<br />

independence requirements.<br />

Each of the members of the audit committee For members’ work experience refer to pages 28 to 29 under<br />

must be financially literate. In addition, at Board of directors. The Chairman of <strong>Telkom</strong>’s <strong>AR</strong>C,<br />

least one member of the audit committee Mr PCS Luthuli, who is a Chartered Accountant, is<br />

must have accounting or related financial considered an audit committee financial expert within the<br />

management skills. An audit committee financial meaning of item 16A of the requirements of Form 20-F in<br />

expert within the meaning of the SEC rules terms of the definition in the Sarbanes-Oxley Act. The SEC<br />

adopted pursuant to the Sarbanes Oxley Act has determined that the audit committee financial expert<br />

satisfies this requirement. designation does not impose on the person with that<br />

designation any duties, obligations or liabilities that are<br />

greater than the duties, obligations or liabilities imposed on<br />

such person as a member of the audit committee in the<br />

absence of such designation.<br />

Disclosure and<br />

Communication<br />

Corporate Listed companies are required to adopt, and The corporate governance statement is available on the<br />

governance post on their websites, a set of corporate company’s website, www.telkom.co.za/ir.<br />

guidelines governance guidelines and the charters of their<br />

most important committees, including at least the<br />

audit, and, if applicable, compensation and<br />

nominating committees. The guidelines must<br />

address, among other things: director qualification<br />

standards, director responsibilities, director access<br />

to management and independent advisers,<br />

director compensation, director orientation and<br />

continuing education, management succession,<br />

and an annual performance evaluation of the<br />

Board of directors.<br />

Group<br />

overview<br />

Management<br />

review<br />

Sustainability<br />

review<br />

Performance<br />

review<br />

Financial<br />

statements<br />

Company<br />

Financial<br />

Information


48<br />

<strong>Telkom</strong> Annual Report 2009<br />

Corporate governance (continued)<br />

<strong>Telkom</strong> Audit Services (TAS) is an independent and<br />

objective assurance and consulting function that<br />

focuses on a balance between<br />

value protection<br />

Internal controls<br />

Our internal control environment is<br />

monitored by the <strong>AR</strong>C, which:<br />

• Ensures that risks are identified and<br />

assessed.<br />

• Ascertains that all systems and<br />

processes to prevent and/or mitigate<br />

these risks are monitored; and<br />

• Reviews the quality of reporting and<br />

adherence to internal policies and other<br />

governance best practices.<br />

Our organisational structure facilitates and<br />

allows the flow of information upstream,<br />

downstream and across all business<br />

activities. This is supported by formal<br />

mechanisms in place to communicate the<br />

responsibilities and expectations of<br />

business activities at executive level.<br />

Section 404 of the Sarbanes-Oxley Act<br />

requires that companies listed on the NYSE<br />

annually evaluate and report on the<br />

effectiveness of their controls over financial<br />

reporting. We submit progress reports at<br />

least quarterly to the <strong>AR</strong>C which then<br />

reports to the Board.<br />

Our internal audit function plays a key role<br />

in providing an objective view and<br />

continuous assessment of the effectiveness<br />

of the internal control systems throughout<br />

the Group to both management and the<br />

<strong>AR</strong>C.<br />

Mechanisms are in place that capture and<br />

report on identified internal control<br />

and value enhancement<br />

weaknesses, including processes that<br />

ascertain the level at which deficiencies<br />

are reported. Significant deficiencies and<br />

material weaknesses in internal controls are<br />

reported to top management, the Board or<br />

the <strong>AR</strong>C, and the external auditors.<br />

<strong>Telkom</strong> Audit Services (TAS)<br />

TAS, in accordance with global best<br />

practices, is a value-adding, independent<br />

and objective assurance and consulting<br />

function, designed to add value to, and<br />

improve our operations. Its mandate is to<br />

provide an independent assessment on the<br />

reliability of financial reporting, validate<br />

control systems and provide an oversight of<br />

management and overall business<br />

activities, bringing a systematic, disciplined<br />

approach to the evaluation and<br />

improvement of the effectiveness of risk<br />

management, internal controls and<br />

corporate governance processes. In<br />

carrying out its mandate, TAS co-ordinates<br />

with other control and monitoring functions<br />

(enterprise risk management, compliance,<br />

security, legal, ethics, environment and<br />

external audit).<br />

TAS is required to provide reasonable<br />

assurance and to determine whether or not<br />

our control processes and systems are<br />

adequate and functioning to ensure that:<br />

• Resources and assets are effective and<br />

efficiently<br />

protected;<br />

used and adequately<br />

• Risks are appropriately identified and<br />

managed;<br />

• Significant financial, managerial and<br />

operating information is accurate,<br />

reliable and timely;<br />

• Employees’ actions are in compliance<br />

with policies, standards, procedures,<br />

applicable laws and regulations;<br />

• Significant legislative or regulatory<br />

issues impacting on us are recognised<br />

and addressed appropriately; and<br />

• An assessment is provided regularly of<br />

the adequacy and effectiveness of our<br />

corporate governance, risk and control<br />

processes for controlling our activities<br />

and managing our risks.<br />

To ensure the independence of TAS, the<br />

Group Executive: <strong>Telkom</strong> Audit Services<br />

reports functionally to the <strong>AR</strong>C Chairman<br />

and administratively to the Chief Financial<br />

Officer and has direct access to the Chief<br />

Executive Officer. In this context, the <strong>AR</strong>C<br />

oversees processes related to financial risks<br />

and internal controls, financial reporting<br />

and the monitoring of internal and external<br />

auditing processes. In carrying out its<br />

duties, the team has unrestricted access to<br />

all <strong>Telkom</strong> functions, records, property and<br />

personnel.<br />

The TAS team conducts audit work, or any<br />

other task, in accordance with the internal<br />

auditing standards set by the globally<br />

recognised Institute of Internal Auditing<br />

(IIA). This requires compliance with the<br />

Standards or Professional Practice of<br />

Internal Auditing (SPPIA) and, in particular,


the codes of conduct and ethics that are promulgated from time to<br />

time by relevant professional bodies and any other corporate<br />

governance initiatives. Internal audit practices and activities are<br />

also benchmarked independently by an authoritative external party<br />

as recommended by the SPPIA and required by the <strong>AR</strong>C.<br />

<strong>Telkom</strong> Annual Report 2009 49<br />

The Network Operations Centre (NOC)<br />

Our world-class campus in Centurion, outside Pretoria,<br />

enables us to offer our customers an integrated solution to<br />

their network requirements. At its heart is the Network<br />

Operations Centre (NOC). Developed from the best in<br />

world-class practices and centres, it employs the latest<br />

technologies and houses high level technical skills and<br />

support teams. It offers full network monitoring, fault<br />

management, configuration management, accounting<br />

management, performance management and security<br />

management 24 hours a day, seven days a week.<br />

Group<br />

overview<br />

Management<br />

review<br />

Sustainability<br />

review<br />

Performance<br />

review<br />

Financial<br />

statements<br />

Company<br />

Financial<br />

Information


50<br />

<strong>Telkom</strong> Annual Report 2009<br />

Enterprise risk management<br />

We manage a variety of risks including financial,<br />

political, regulatory and technology across the<br />

African continent<br />

SAT-3<br />

Senegal<br />

Sierra Leone<br />

SAT-3<br />

Gambia<br />

Mauritainia<br />

Guinea<br />

Liberia<br />

Ivory<br />

Coast<br />

Overlap of Primary Operators<br />

of Africa Online and MWEB<br />

Mali<br />

Burkina<br />

Ghana<br />

Overlap of Multi-Links and MWEB<br />

Only Africa Online Operators<br />

Overlap of Distributors of<br />

Africa Online and MWEB<br />

Only Africa Online Affiliates<br />

(Partneship with A-link)<br />

<strong>Telkom</strong> SA Limited<br />

Our Enterprise Risk Management (ERM)<br />

strategy was comprehensively reviewed<br />

during the year, in particular the capturing<br />

and reviewing of the high risks for<br />

the business for the <strong>Telkom</strong> enterprise<br />

risk management committee (TERMC),<br />

together with the compilation of an<br />

improved TERMC report.<br />

As a result of certain gaps identified by<br />

KPMG’s risk maturity assessment, the risk<br />

Togo<br />

Benin<br />

Niger<br />

Nigeria<br />

SAT-3<br />

Cameroon<br />

Equa.Guinea<br />

Gabon<br />

Congo<br />

Angola<br />

Namibia<br />

Central African<br />

Republic<br />

DRC<br />

Zambia<br />

Botswana<br />

South Africa<br />

Sudan<br />

Rawanda<br />

Burundi<br />

Zimbabwe<br />

Lesotho<br />

Uganda<br />

Swaziland<br />

management framework, risk policy and<br />

procedure deliverables were updated and<br />

approved by the Board.<br />

A proposed risk reporting format for the<br />

various risk committees was developed to<br />

help the audit and risk committee (<strong>AR</strong>C)<br />

monitor ERM’s effectiveness across the<br />

Group and the Risk Portfolio was monitored<br />

on an on-going basis.<br />

Tanzania<br />

Mozambique<br />

SAT-3<br />

Ethiopia<br />

Kenya<br />

EASSy<br />

Somalia<br />

EASSy<br />

EASSy<br />

Madagascar<br />

Our various subsidiaries and service<br />

organisations completed risk management<br />

compliance plans and all <strong>Telkom</strong> SA policies<br />

were endorsed. In addition, all <strong>Telkom</strong><br />

Group subsidiaries are now covered.<br />

Enterprise risk management governance<br />

We manage a variety of risks including<br />

financial; political; regulatory; technology;<br />

human capital; operational; safety, health<br />

and environment; security; strategic and


<strong>Telkom</strong> Annual Report 2009 51<br />

Enterprise risk management governance<br />

Enterprise risk management at <strong>Telkom</strong> is guided and monitored by various committees that have adopted certain principles to assist them<br />

in executing their respective enterprise risk management functions. The model below outlines the key enterprise risk management structures,<br />

the key role-players and their roles and responsibilities.<br />

Group<br />

overview<br />

Management<br />

review<br />

Sustainability<br />

review<br />

Performance<br />

review<br />

Financial<br />

statements<br />

Company<br />

Financial<br />

Information


52<br />

<strong>Telkom</strong> Annual Report 2009<br />

Enterprise risk management (continued)<br />

We practice a risk management approach<br />

that triggers an<br />

informed<br />

and dynamic approach<br />

legal, across the African continent. These<br />

are identified, measured and monitored<br />

through various control mechanisms.<br />

Our Board which sets the risk management<br />

standard and risk appetite* for the group is<br />

supported by various committees whose<br />

responsibilities include:<br />

• Reviewing and recommending to the<br />

Board risk management standards,<br />

including risk control principles and<br />

overall risk measure.<br />

• Reviewing the overall risk appetite and<br />

profile of the Group.<br />

• Reviewing significant changes in the risk<br />

framework, risk policy and the various<br />

procedures that support the risk strategy.<br />

• Reviewing the dashboard of strategic<br />

risks that impact on us; and<br />

• Reviewing reports on specific material<br />

aspects of our risk governance and risk<br />

management processes.<br />

In the year under review our copper<br />

cable losses amounted to R284.9 million<br />

excluding outbound revenue losses which<br />

is estimated at R907 million.<br />

On a daily basis, risks are managed by a<br />

number of committees (see chart), mainly<br />

through the <strong>AR</strong>C, which reports to the<br />

Board.<br />

*Risk appetite is a framework which we use to measure<br />

the ‘amount of risk’ – on a broad level – which we are<br />

prepared to accept in our pursuit of our strategic and<br />

financial objectives. As part of our business strategy, it<br />

helps management allocate resources across the various<br />

service organisations to ensure that objectives are met.<br />

Responsibility and accountability<br />

• The Board<br />

The Board, through the <strong>AR</strong>C, is responsible<br />

for the total risk management process and<br />

the formation of its own opinion on the<br />

effectiveness of the process. The Board<br />

approves the risk strategy in liaison with,<br />

and through recommendations of, the<br />

<strong>AR</strong>C.<br />

• Audit and risk committee (<strong>AR</strong>C)<br />

The <strong>AR</strong>C, which is empowered by the<br />

Board, operates within written guidelines<br />

established by it. The <strong>AR</strong>C is responsible<br />

for reviewing and monitoring our risk<br />

Loss statistics for 2008/2009<br />

10%<br />

2006/07<br />

8% 8%<br />

74%<br />

11%<br />

7%<br />

2007/08<br />

13%<br />

69%<br />

management performance and providing<br />

an on-going high level risk assessment<br />

to the Board. To ensure it fulfils its<br />

responsibilities, the <strong>AR</strong>C can access any<br />

information it needs.<br />

• <strong>Telkom</strong> enterprise risk management<br />

committee (TERMC)<br />

This is a dedicated risk management<br />

committee appointed by the <strong>AR</strong>C to<br />

implement an effective risk management<br />

process that will optimise our risk taking.<br />

• Group management<br />

The senior and line management teams of<br />

our service organisations are responsible<br />

for effective risk management.<br />

Enterprise risk management framework<br />

Risk is an unavoidable consequence of<br />

doing business but, managed correctly, it<br />

can be an opportunity for us to operate<br />

competitively.<br />

In our quest to be the leading customer and<br />

employee-centred ICT solutions service<br />

Copper cable Dect (CPE) Optic Damages (unknown third parties)<br />

14%<br />

3%<br />

2008/09<br />

15%<br />

68%


provider, we practice a risk management<br />

approach that triggers an informed and<br />

dynamic response through the evaluation<br />

and management of the many<br />

opportunities and threats that permeate our<br />

business environment.<br />

Protecting our assets<br />

To minimise, and preferably prevent, fraud,<br />

corruption and theft, we have a <strong>Telkom</strong><br />

Asset and Revenue Protection Services<br />

(T<strong>AR</strong>PS) section in place. Its scope includes<br />

forensic services, a fraud committee and<br />

an anti-fraud policy statement.<br />

Forensic services investigates all fraudrelated<br />

activities; the committee, which<br />

meets continuously, monitors all fraudrelated<br />

activities and the policy statement<br />

implements fraud risk management.<br />

Although no major fraud incidents were<br />

reported in the year under review, asset<br />

theft losses increased by 27%, mainly as a<br />

result of information technology equipment<br />

compliance which highlighted past<br />

lost/stolen equipment at ‘unknown times’.<br />

The <strong>Telkom</strong> Crime Hotline 0800 124 000<br />

The Hotline 0800 124 000, which takes<br />

calls from employees and the public<br />

regarding any <strong>Telkom</strong>-related alleged<br />

unethical or criminal activities, was<br />

contracted out to an independent<br />

administrator on January 1, 2009 in<br />

compliance with the Sarbanes-Oxley Act<br />

requirements. The administrator does,<br />

however, forward all information to T<strong>AR</strong>PS<br />

for investigation.<br />

As a result, employee trust in the line has<br />

been rejuvenated in terms of anonymity. In<br />

addition, our Whistleblower policy was<br />

updated to ensure more effective support<br />

for the whistleblowing process.<br />

Security services<br />

We continue to use physical and technical<br />

security services for physical access control<br />

to all our sites and the protection of our<br />

assets, and the provision of electronic<br />

solutions for all our security needs and<br />

requirements.<br />

Statistics<br />

Cable theft has<br />

<strong>Telkom</strong> Annual Report 2009 53<br />

2006/07 2007/08 2008/09<br />

Total incidents reported 9,279 7,954 7,216<br />

Total cases investigated 8,863 7,838 7,116<br />

Total cases resolved 8,443 6,427 5,960<br />

Asset theft<br />

Case types investigated<br />

T<strong>AR</strong>PS investigations<br />

1,794 2,026 2,573<br />

Burglary 117 141 196<br />

Business Code of Ethics 294 293 265<br />

Fraud 192 124 130<br />

Line management requests 72 27 15<br />

Payphones 224 157 112<br />

Reputational risk (Refund scam) 594 469 657<br />

Robbery 111 159 244<br />

Security breaches 57 16 16<br />

Vehicle 96 39 19<br />

Forensic projects 3 – –<br />

Total T<strong>AR</strong>PS investigations 3,554 3,451 4,227<br />

Network Protection Services (NPS) investigations<br />

Cable 3,399 3,198 2,018<br />

Network fraud 786 716 690<br />

Solar panel theft 1,124 473 181<br />

Total NPS investigations 5,309 4,387 2,889<br />

Successes<br />

Number of arrests 1,250 1,079 568<br />

Number of convictions 156 165 128<br />

to affect our operations<br />

Group<br />

overview<br />

Management<br />

review<br />

Sustainability<br />

review<br />

Performance<br />

review<br />

Financial<br />

statements<br />

Company<br />

Financial<br />

Information


54<br />

<strong>Telkom</strong> Annual Report 2009<br />

Enterprise risk management (continued)<br />

The Second Hand Goods Act<br />

provides<br />

penalties<br />

for stiff<br />

including imprisonment<br />

Cable statistics<br />

Total cable losses<br />

R millions 2006/07 2007/08 2008/09<br />

Copper cable 227.1 194.6 190.6<br />

Dect (CPE) 31.8 20.0 9.2<br />

Optic fibre 25.7 31.6 40.0<br />

Damages 26.1 37.7 40.8<br />

Payphone vandalism 15.0 5.8 4.3<br />

Total 325.7 289.7 284.9<br />

Cable theft repair costs<br />

R millions 2006/07 2007/08 2008/09<br />

Copper 179.5 151.2 141.2<br />

Fibre 5.5 7.9 10.2<br />

Total 185.0 159.1 151.4<br />

Estimated outbound revenue loss due to cable theft<br />

R millions 2006/07 2007/08 2008/09<br />

Outbound revenue 1 368.1 626.3 906.8<br />

1 Estimates based on certain assumptions<br />

Cable theft<br />

Cable theft has been a problem for the last<br />

10 years and increased at an alarming<br />

rate. In the year under review our copper<br />

cable losses amounted to R284.9 million<br />

excluding outbound revenue losses which<br />

is estimated at R907 million.<br />

Our main cable network and open wire<br />

routes have been targeted by highly<br />

organised syndicates and, on our smaller<br />

cable routes, we have seen an increase in<br />

petty crime. The key drivers, we believe,<br />

are the rising price of copper which, on<br />

average, increased by 600% over the last<br />

five years, and the strong demand for the<br />

metal from international markets, in<br />

particular China.<br />

While the problem is not unique to us or,<br />

indeed, South Africa, as evidenced by<br />

reports from, amongst other countries,<br />

Zambia, Tanzania, Kenya, Great Britain<br />

and the United States, it is impacting on<br />

our performance as the resources used to<br />

replace the stolen cable should actually<br />

be used to roll out new infrastructure and<br />

provide new services.<br />

We have instituted a number our own<br />

contingency measures – the investment of<br />

millions of rands in security personnel; cable<br />

alarms; placing cables underground;<br />

replacing manhole covers with lockable lids,<br />

closer working relationships with the South<br />

African Police Services, Non-Ferrous Theft<br />

Combating Committee and Business Against<br />

Crime, amongst others – to combat the<br />

problem.<br />

In addition, we believe the amended<br />

Second Hand Goods Act, whose aim is to


egulate the business of dealers in second hand goods in order to<br />

combat the trade in stolen goods, will be a valuable tool in the<br />

fight against this problem.<br />

The Act provides for stiff penalties, including imprisonment, for<br />

convicted metal thieves and scrap metal dealers.<br />

We are also lobbying to have copper declared in the same<br />

category as diamonds and for charging cable thieves with<br />

‘sabotage’ instead of ‘theft’.<br />

<strong>Telkom</strong> Business Continuity Management (BCM)<br />

In 2002 we established the <strong>Telkom</strong> Business Continuity/Disaster<br />

Recovery unit (<strong>Telkom</strong> BC/DR) which mainly focused on the<br />

readiness of our critical sites in case of a disaster or major incident.<br />

In February 2008, we reviewed BC/DRs network-driven focus<br />

and re-established the function as an enterprise-wide Business<br />

Continuity Management organisation. Its focus areas are to<br />

improve all disaster-related activities across the Group, ranging<br />

from management to operations and systems.<br />

A key deliverable in the year under review was the<br />

re-establishment of our BCM Institutional Capacity which resulted<br />

in an improved BCM Governance, Additionally, we reviewed our<br />

BCM company policy and charter, the implementation of a BCM<br />

training programme – which 32.1% of <strong>Telkom</strong> managers and<br />

senior managers completed – the review of the BCM website<br />

and generic BCM awareness on all managerial levels. The<br />

establishment and implementation of operational business<br />

continuity plans was also a key deliverable.<br />

Going forward<br />

Our key focus areas for the year ahead are:<br />

• Implement, through a phased approach, the revised ERM<br />

strategy and align it to an enterprise-wide view of all risks.<br />

• Upgrade our risk management training programme.<br />

• Align corporate governance and ERM to the draft King III code.<br />

• Conduct compliance risk assessments in terms of the agreed<br />

framework.<br />

• Present the first critical element in the determination of our risk<br />

appetite – the draft Risk Bearing Capacity (RBC) – to TERMC.<br />

• Create an independent division by separating ERM from the<br />

<strong>AR</strong>C, but ensuring that audit is still an integral part of our overall<br />

risk management; and<br />

• A significant enhancement of the quality of ERM reporting to the<br />

Board, business units and subsidiaries.<br />

We will also continue to improve our communication to internal<br />

and external stakeholders through a review and further<br />

development of our risk management processes. Our risk<br />

management database will also be re-examined to ensure we<br />

provide timeous, current, accurate and accessible information to<br />

our stakeholders.<br />

<strong>Telkom</strong> Annual Report 2009 55<br />

Menlyn Park – the flagship of the new generation<br />

<strong>Telkom</strong>Direct stores<br />

Since its opening in December 2008, the <strong>Telkom</strong>Direct store<br />

in Pretoria’s up-market Menlyn Park shopping centre has<br />

proved to be a huge hit with customers, justifying our faith in<br />

launching this ‘third generation’ store offering to South<br />

African consumers.<br />

Open seven days a week from 09:00 to 19:00, the store<br />

is one of the 136 we have in major shopping centres across<br />

the country.<br />

It provides not only a range of goods from fixed mobile<br />

conversions (the phones of the future) to laptops, ADSL units,<br />

mobile phones, play stations and satellite navigation units,<br />

but also free technical support.<br />

“Basically,” says store manager Thobeng Choeu, “we can<br />

fix or help with anything that is software-related. No other<br />

operator offers this service, making it a unique plus for<br />

<strong>Telkom</strong>.”<br />

With its ‘touch and feel’ ambience, the store is a superb<br />

marketing tool for us as it showcases our new technologies<br />

and technical expertise. A key customer ‘pull’ factor is the<br />

free doBroadband gaming facilities at the rear of the store.<br />

Here youngsters – and adults – can play a range of games<br />

to their heart’s content.<br />

Says Thobeng: “Because of the tactile experience, many<br />

customers end up buying the games and play stations”.<br />

Group<br />

overview<br />

Management<br />

review<br />

Sustainability<br />

review<br />

Performance<br />

review<br />

Financial<br />

statements<br />

Company<br />

Financial<br />

Information


56<br />

<strong>Telkom</strong> Annual Report 2009<br />

Enterprise risk management (continued)<br />

Risk factors<br />

You should carefully consider the risks<br />

described below in conjunction with the<br />

other information and the consolidated<br />

financial statements of the <strong>Telkom</strong> Group<br />

and the related notes included elsewhere in<br />

this annual report before making an<br />

investment decision with regard to <strong>Telkom</strong>’s<br />

ordinary shares or ADSs.<br />

Risks related to our business<br />

• We may be affected by global<br />

economic and financial conditions<br />

which could cause our growth rates,<br />

operating revenue, net profit and<br />

dividends to decline.<br />

• Any changes to our mobile strategy or<br />

our inability to successfully implement<br />

such strategy and organisational<br />

changes, could cause our growth rates,<br />

operating revenue, net profit and<br />

dividends to decline.<br />

• If we are not able to turn around<br />

the financial performance of our Multi-<br />

Links subsidiary, our Group’s financial<br />

condition could decline.<br />

• Increased competition in the South<br />

African communications market may<br />

result in a reduction in overall average<br />

tariffs and market share and an increase<br />

in costs in our fixed-line business, which<br />

could cause our growth rates, operating<br />

revenue and net profit to decline and<br />

our churn rates to increase.<br />

• Increased competition in the South<br />

African data communications market<br />

may adversely impact our growth rates,<br />

operating revenue and net profit.<br />

• We may not be successful in<br />

implementing our strategy of transforming<br />

from basic voice and data connectivity<br />

to fully converged solutions offering<br />

integrated voice, data, video and internet<br />

services and managing costs through our<br />

restructuring programme, which could<br />

adversely impact our ability to maintain<br />

profitability by growing and protecting<br />

revenue, while managing costs.<br />

• There are significant political,<br />

economic, regulatory, taxation and<br />

legal risks associated with our African<br />

investments outside of South Africa,<br />

which could adversely affect our<br />

businesses and cause our financial<br />

condition and net income to decline.<br />

• The number of commercially attractive<br />

acquisition and investment opportunities<br />

for our fixed-line and mobile businesses<br />

on the African continent is limited.<br />

Moreover, the consummation of<br />

acquisitions and investments may be<br />

unsuccessful, which could have a material<br />

adverse effect on our future growth.<br />

• The growth in the mobile market in<br />

South Africa has resulted in an increase<br />

in the number of <strong>Telkom</strong> calls terminating<br />

on mobile networks as opposed to<br />

our fixed-line network. <strong>Telkom</strong>’s net<br />

interconnect margins and net profit<br />

could decline if this trend continues.<br />

• If we are not able to continue to<br />

improve and maintain our management<br />

information and other systems, we could<br />

be subject to losses and inaccuracies in<br />

our financial reporting, our ability to<br />

provide accurate and comprehensive<br />

operating information and to compete<br />

may be harmed and our share price<br />

could decline.<br />

• If we lose key personnel or if we are<br />

unable to hire and retain highly<br />

qualified employees and partners, our<br />

business operations could be disrupted<br />

and could impact on our ability to<br />

compete successfully.<br />

• If <strong>Telkom</strong> is not able to successfully grow<br />

revenues, profits and cash flows from its<br />

existing and new businesses to replace<br />

revenues, profits and cash flows<br />

previously received from Vodacom,<br />

<strong>Telkom</strong> may not be able to pay<br />

dividends and service its debt and<br />

could be required to lower or defer<br />

capital expenditures, dividends and<br />

debt reduction, which could cause the<br />

trading prices of <strong>Telkom</strong>’s ordinary<br />

shares and ADSs to decline.<br />

• We have negative working capital,<br />

which may impair our operating and<br />

financial flexibility and require us to<br />

defer capital expenditures and we may<br />

not be able to pay dividends and our<br />

operations and financial condition<br />

could be adversely affected.<br />

• Continuing rapid changes in<br />

technologies could increase competition<br />

or require us to make substantial<br />

additional investments in technologies<br />

and equipment, which could reduce our<br />

return on investment and net profit.<br />

• If we continue to experience high rates<br />

of theft, vandalism, network fraud,<br />

payphone fraud and lost revenue due to<br />

non-licensed operators in our fixed-line<br />

business, our fixed-line fault rates could<br />

increase and our operating revenue<br />

and net profit could decline.<br />

• Delays in the development and supply of<br />

communications equipment may hinder<br />

the deployment of new technologies and<br />

services and cause our growth rates and<br />

net profit to decline.<br />

• Actual or perceived health risks relating<br />

to mobile handsets, base stations and<br />

associated equipment and any related<br />

publicity or litigation could make it<br />

difficult to find attractive sites for base<br />

stations and impact our ability to grow<br />

our 3G mobile network business, and<br />

reduce our customer base, average<br />

usage per customer and net profit.<br />

Risks related to <strong>Telkom</strong>’s ownership by<br />

the government of South Africa and<br />

major shareholders<br />

• <strong>Telkom</strong>’s major shareholders are entitled<br />

to appoint the majority of <strong>Telkom</strong>’s<br />

directors and exercise control over<br />

<strong>Telkom</strong>’s strategic direction and major<br />

corporate actions.<br />

• The government of the Republic of South<br />

Africa may use its position as<br />

shareholder of <strong>Telkom</strong> and policymaker<br />

for, and customer of, the telecommunications<br />

industry in a manner that may<br />

be favourable to our competitors and<br />

unfavourable to us.<br />

Risks related to regulatory and legal<br />

matters<br />

• The regulatory environment for the<br />

telecommunications industry in South<br />

Africa is evolving and regulations


addressing a number of significant<br />

matters have not yet been made. The<br />

interpretation of existing regulations, the<br />

adoption of new policies or regulations<br />

that are unfavourable to us, or the<br />

imposition of additional licence<br />

obligations and fees on us, could<br />

disrupt our business operations and<br />

could cause our net profit and the<br />

trading prices of <strong>Telkom</strong>’s ordinary<br />

shares and ADSs to decline.<br />

• Our tariffs are subject to approval by<br />

the regulatory authorities, which may<br />

limit our flexibility in pricing and could<br />

reduce our revenues and net profit.<br />

• Any payments to Telcordia Technologies<br />

Incorporated, or Telcordia, in the<br />

damages phase of its arbitration<br />

proceedings against <strong>Telkom</strong>, will be<br />

required to be funded by <strong>Telkom</strong> from<br />

cash flows or the incurrence of debt,<br />

which could have a material adverse<br />

effect on its financial condition and<br />

results of operations.<br />

• We are parties to a number of legal<br />

and arbitration proceedings, including<br />

complaints before the South African<br />

Competition Commission. If we lose<br />

these legal and arbitration proceedings,<br />

we could be prohibited from engaging<br />

in certain business activities and could<br />

be required to pay substantial penalties<br />

and damages, which could cause our<br />

revenue and net profit to decline and<br />

have a material adverse impact on our<br />

business and financial condition.<br />

• If we are required to unbundle the local<br />

loop, or are unable to negotiate<br />

favourable terms and conditions for the<br />

provision of interconnection services<br />

and facilities leasing services or ICASA<br />

finds that we have significant market<br />

power or otherwise imposes<br />

unfavourable terms and conditions on<br />

us, our business operations could be<br />

disrupted and our net profit could<br />

decline.<br />

• If we are unable to recover the<br />

substantial capital and operational costs<br />

associated with the implementation of<br />

carrier pre-selection and number<br />

portability or are unable to implement<br />

these requirements in a timely manner,<br />

our business operations could be<br />

disrupted and our net profit could<br />

decline. The implementation of carrier<br />

pre-selection and number portability will<br />

also likely further increase competition<br />

and cause our churn rates to increase.<br />

• The implementation of the Regulation of<br />

Interception of Communications and<br />

Provisions of Communication-Related<br />

Information Act, or RICA, could be<br />

costly and may negatively impact the<br />

ability of <strong>Telkom</strong> to register customers<br />

and may require us to disconnect<br />

existing customers, causing our<br />

penetration rates, growth rates, revenue<br />

and net profit to decline.<br />

• If <strong>Telkom</strong> is required to comply with the<br />

provisions of the South African Public<br />

Finance Management Act, 1 of 1999,<br />

or PFMA, and the provisions of the<br />

South African Public Audit Act of 2004,<br />

or PAA, <strong>Telkom</strong> could incur increased<br />

expenses and its net profit could decline<br />

and compliance with the PFMA and<br />

PAA could result in the delisting of<br />

<strong>Telkom</strong>’s ordinary shares from the JSE.<br />

• Our total property taxation expense<br />

could increase significantly and our net<br />

profit could decline as a result of the<br />

enactment of the South African Local<br />

Government: Municipal Property Rates<br />

Act, 6 of 2004.<br />

Risks related to the Republic of South<br />

Africa<br />

• Fluctuations in the value of the rand and<br />

inflation rates in South Africa could have<br />

a significant impact on the amount of<br />

<strong>Telkom</strong>’s dividends, the trading prices of<br />

<strong>Telkom</strong>’s ordinary shares and ADSs, our<br />

operating revenue, operating expenses,<br />

net profit, capital expenditures and on<br />

the comparability of our results between<br />

financial periods.<br />

• The levels of unemployment, poverty<br />

and crime in South Africa may cause the<br />

size of the South African communications<br />

market and our growth rates, operating<br />

revenue and net profit, as well as the<br />

<strong>Telkom</strong> Annual Report 2009 57<br />

trading prices of <strong>Telkom</strong>’s ordinary<br />

shares and ADSs, to decline.<br />

• Should the country continue to<br />

experience high occurrences of power<br />

outages, <strong>Telkom</strong>’s operational capacity,<br />

expenses and revenues will be affected<br />

and its operating revenue and net profit<br />

could decline.<br />

• The high rates of HIV infection in South<br />

Africa could cause the size of the South<br />

African communications market and our<br />

growth rates, operating revenue and net<br />

profit to decline.<br />

• Significant labour disputes, work<br />

stoppages, increased employee expenses<br />

as a result of collective bargaining and<br />

the cost of compliance with South<br />

African labour laws could limit our<br />

operating flexibility and disrupt our<br />

fixed-line business operations and<br />

reduce our net profit.<br />

• South African exchange control<br />

restrictions could hinder our ability to<br />

make foreign investments and procure<br />

foreign denominated financing.<br />

Risks related to ownership of <strong>Telkom</strong>’s<br />

ordinary shares and ADSs<br />

• The future sale of a substantial number<br />

of <strong>Telkom</strong>’s ordinary shares or ADSs<br />

could cause the trading prices of<br />

<strong>Telkom</strong>’s ordinary shares and ADSs to<br />

decline.<br />

• Your rights as a shareholder are<br />

governed by South African law, which<br />

differs in material respects from the<br />

rights of shareholders under the laws of<br />

other jurisdictions.<br />

• It may not be possible for you to effect<br />

service of legal process, enforce<br />

judgments of courts outside of South<br />

Africa or bring actions based on<br />

securities laws of jurisdictions other than<br />

South Africa against <strong>Telkom</strong> or against<br />

members of its Board.<br />

• Your ability to sell a substantial number<br />

of ordinary shares and ADSs may be<br />

restricted by the limited liquidity of<br />

ordinary shares.<br />

Group<br />

overview<br />

Management<br />

review<br />

Sustainability<br />

review<br />

Performance<br />

review<br />

Financial<br />

statements<br />

Company<br />

Financial<br />

Information


58<br />

<strong>Telkom</strong> Annual Report 2009<br />

Black economic empowerment<br />

We constantly strive to maintain our<br />

momentum<br />

in terms of implementing our<br />

BBBEE transformation pillars<br />

In the year under review, we continued to<br />

make a significant contribution towards the<br />

achievement of the objectives of our<br />

government’s Broad-Based Black Economic<br />

Empowerment (BBBEE) policies and the<br />

transformation of the Information and<br />

Communications Technology (ICT) sector.<br />

One of our strategic goals is to become<br />

one of South Africa’s leading empowered<br />

companies. Our BBBEE Strategy and<br />

Implementation Roadmap, which are the<br />

enablers to achieve the objectives of our<br />

2010 Strategic Plan, have both been<br />

approved by the Board.<br />

Our BBBEE self-assessment has revealed a<br />

number of highlights.<br />

• In ownership, a series of landmark<br />

transactions – the sale of 15% of our<br />

shares in Vodacom, the declaration of a<br />

special dividend and the listing and<br />

unbundling of Vodacom shares –<br />

unlocked value for our shareholders, the<br />

majority of whom are public entities and<br />

black shareholders.<br />

• In management control, we were<br />

ranked the second most empowered<br />

company on the JSE Securities<br />

Exchange by the Financial Mail Top<br />

Companies Survey. This ranking<br />

reflected the total transformation of our<br />

Board and top management structures<br />

to significantly exceed government’s<br />

targets for this element of BBBEE.<br />

• In preferential procurement, we were<br />

again ranked one of the best performers<br />

on the JSE Securities Exchange by the<br />

Financial Mail Top Empowerment<br />

Companies Survey. Our Preferential<br />

Procurement is recognised as a champion<br />

in driving economic transformation<br />

among JSE Listed companies, stateowned<br />

enterprises and within the ICT<br />

sector. During the past financial year,<br />

we procured goods and services<br />

worth R4.1 billion from black-owned<br />

companies, equivalent to 33.2% of total<br />

measured procurement spend. This<br />

figure exceeds the 15% target in the<br />

BEE Codes by a significant margin. BEE<br />

2007/ 2008/<br />

BBBEE element Target 08 09<br />

BBBEE procurement spend from all suppliers 50% 55% 70.4%<br />

BBBEE procurement spend from qualifying small<br />

enterprises or exempted micro-enterprises 10% 6.7% 5.1%<br />

BBBEE procurement from black-owned suppliers 9% 23.4% 33.2%<br />

BBBEE procurement from black women-owned<br />

suppliers 6% 6.3% 4.8%<br />

recognised procurement spend from all<br />

suppliers was R8.8 billion, equivalent to<br />

70.4% of total measured procurement<br />

spend. Again, this figure significantly<br />

exceeds the 50% target in the BEE<br />

Codes. BEE recognised procurement<br />

spend from Qualifying Small Enterprises<br />

(QSEs) and Exempted Micro-Enterprises<br />

(EMEs) declined slightly as many of our<br />

small suppliers graduated to become<br />

large enterprises measured under the<br />

Generic Scorecard of the BEE Codes of<br />

Good Practice.<br />

In this regard, we have a dual BEE<br />

evaluation policy that considers both the<br />

DTI scorecard (broad-based BEE<br />

evaluation criteria) and levels of black<br />

ownership (narrow-based BEE criteria)<br />

when making procurement decisions.<br />

This policy is in line with best practices in<br />

the South African economy. Our<br />

preferential procurement policy also<br />

seeks to move beyond BBBEE<br />

compliance and achieve other qualitative<br />

and industrial policy objectives such as<br />

reducing our dependence on<br />

international resources, the development<br />

of domestic technology production<br />

capabilities and the creation of<br />

sustainable black-owned ICT companies.<br />

Although our preferential procurement<br />

policy is perceived to be stringent, the<br />

majority of our large suppliers, many of<br />

them multi-national companies, have set<br />

up local operations, sold equity to black<br />

shareholders and developed BBBEE<br />

Commitment Plans that are in line with<br />

our policy.


There was a major<br />

Over the past decade, we have made a<br />

major contribution towards the economic<br />

transformation of our sector by awarding<br />

large contracts worth tens of billions of<br />

rands that facilitated the creation of<br />

sustainable black-owned ICT companies.<br />

Through Procurement’s intervention, we<br />

have managed to persuade multi-nationals<br />

to partner with local BEE companies. These<br />

partnerships will provide black-owned<br />

companies with the opportunity to upgrade<br />

their skills and other capabilities. During the<br />

next phase, they will be in a position to<br />

develop their own independent brands,<br />

products and services that can be marketed<br />

in South Africa and the rest of the world.<br />

Thank you <strong>Telkom</strong> for having faith in<br />

me, says Maletsati<br />

Tracking the health of its employees is<br />

critical for <strong>Telkom</strong> as, not only is it a legal<br />

requirement but it’s the right thing to do in a<br />

company whose employees are subjected<br />

to various levels of stress in their daily lives.<br />

In line with our commitment to sourcing<br />

BBBEE suppliers, we regularly put out<br />

tenders for the outsourcing of various<br />

activities and, in 2002, a tender for<br />

occupational health testing was awarded<br />

to a small company, Maletsati<br />

Occupational Health.<br />

Initially the company, owned and run by<br />

Maletsati Mosweu, worked in the Gauteng<br />

region, providing an in-house clinic service<br />

from the <strong>Telkom</strong> Centre For Learning in<br />

Johannesburg. We were so impressed with<br />

the service and attention to detail that in<br />

2004 we offered Maletsati a national<br />

<strong>Telkom</strong> Annual Report 2009 59<br />

improvement<br />

in our BBBEE suppliers spend<br />

We have various programmes in place<br />

to attract and retain black employees,<br />

particularly women. A total of 87% of<br />

new appointments in 2009 were black,<br />

bringing overall representation in the<br />

workforce to 62%.<br />

Group<br />

overview<br />

Management<br />

review<br />

Sustainability<br />

review<br />

Performance<br />

review<br />

Financial<br />

statements<br />

Company<br />

Financial<br />

Information


60<br />

<strong>Telkom</strong> Annual Report 2009<br />

Black economic empowerment continued<br />

We have<br />

progressive<br />

developed<br />

employment equity targets<br />

How BBBEE works<br />

On February 9, 2007, the Department of Trade and Industry (DTI) released its Broad Based Black Economic Empowerment<br />

(BBBEE) Codes of Good Practice (the Codes), a framework to guide government departments in the implementation of BBBEE.<br />

The Codes have a generic scorecard (the Scorecard) with seven elements:<br />

• Ownership (20 points)<br />

• Management control (10 points)<br />

• Employment equity (15 points)<br />

• Skills development (15 points)<br />

The elements in turn have indicators, each of which has its own weightings, measurement principles and compliance targets.<br />

Based on its scorecard performance, a business/enterprise is awarded a BEE Status and Recognition Level. The highest BEE<br />

Status is Level 1. This is awarded to an enterprise which scores more than 100 points and gives it a BEE recognition level of<br />

135%. Effectively an enterprise purchasing goods and services from a Level 1 supplier can recognise 135% of the procurement<br />

on its own scorecard.<br />

The lowest BEE Status is Level 8, which is awarded to an enterprise with a score of between 30 and 40 points. This equates<br />

to a BEE recognition level of 10%.<br />

An enterprise that scores less than 30 is a non-compliant BEE contributor with a BEE recognition level of 0%.<br />

contract for our five regions, creating<br />

additional jobs in the process as she had<br />

to set up satellite offices.<br />

Maletsati, who says she is eternally grateful<br />

to <strong>Telkom</strong> for the faith shown in her and her<br />

colleagues, tests up to 2,000 employees a<br />

year, screening them for ailments such as<br />

diabetes, blood pressure, impaired vision<br />

and hearing.<br />

“<strong>Telkom</strong> has been my springboard. It has<br />

allowed me to pace myself to the point<br />

where I am now ready to take on other<br />

jobs and, at the same time, intensify my<br />

commitment to the community through the<br />

company’s support for, amongst others, the<br />

Society For the Blind, mentoring newly<br />

qualified nurses and helping some children<br />

through school. <strong>Telkom</strong> has taught me that<br />

supporting the smaller people pays<br />

dividends all round,” says Maletsati.<br />

• We have developed aggressive<br />

employment equity targets to address<br />

the challenges we face in terms of<br />

increasing the diversity of our<br />

workforce, especially the representation<br />

of black women and black disabled<br />

people in the middle and senior<br />

management levels of the organisation.<br />

We have put a Human Capital and<br />

Diversity Strategy in place to ensure that<br />

our workforce reflects South African<br />

demographics in terms of race, gender<br />

and disability. We also have various<br />

programmes in place, including a<br />

dedicated talent management division,<br />

• Preferential procurement (20 points)<br />

• Enterprise development (15 points)<br />

• Socio-economic development (5 points).<br />

to attract and retain black employees,<br />

especially black women. A total of 87%<br />

of new appointments in 2009 were<br />

black, bringing overall black representation<br />

in the workforce to 62%. The<br />

proportion of disabled employees has<br />

risen from 0.93% in 2007 to 1.13% in<br />

2009. We continue to drive various<br />

initiatives across the organisation to<br />

ensure that our policies and guidelines<br />

attract and support the recruitment of<br />

people with disabilities and to<br />

encourage the disclosure of current<br />

employees with disabilities.<br />

• As part of our commitment towards<br />

Enterprise Development, more than<br />

100 black-owned companies are now<br />

beneficiaries of a new short-term


payment policy that facilitates the<br />

settlement of invoices in less than<br />

15 days. Other initiatives include<br />

training provided by senior staff<br />

members within procurement to enable<br />

suppliers to comply with quality<br />

standards and the training provided to<br />

suppliers at the <strong>Telkom</strong> Centre for<br />

Learning. Khayelihle Projects, which<br />

was assisted to develop and implement<br />

PCR, an abridged ISO 9000 of 2000<br />

quality system, is one of many<br />

beneficiaries of <strong>Telkom</strong>’s Enterprise<br />

Development. Management has been<br />

working hard at identifying various<br />

sustainable initiatives in this area to<br />

improve on current enterprise<br />

development contributions. Many of the<br />

identified initiatives have been<br />

approved by the Company’s top<br />

management and are in the process of<br />

being implemented.<br />

• We recognise that we have a critical<br />

role to play in transforming communities<br />

and in ensuring that they are<br />

sustainable.<br />

Our <strong>Telkom</strong> Foundation is a key driver in<br />

this regard and its activities are detailed on<br />

pages 78 to 80.<br />

<strong>Telkom</strong> Annual Report 2009 61<br />

Guma – smart by name and nature<br />

Success stories include Guma Smart Card. This black-owned company has grown<br />

from small beginnings to become a world-class manufacturer of smart cards that has<br />

replaced imports with local production and employment and developed lucrative<br />

export markets. Guma recently produced its 100 millionth smart card.<br />

“Today Guma is a role model black company with ownership of Gijima AST, Tourvest,<br />

etc. employing over 10,000 value-adding employees including those in our overseas<br />

offices like Australia, Canada, America, etc. Thanks to <strong>Telkom</strong> for having put faith in<br />

us as a small company with big dreams. This year we achieved 100 million <strong>Telkom</strong><br />

phonecards manufactured locally and delivered by Guma Smart Card. Through<br />

<strong>Telkom</strong>’s vigorous support and commitment to quality, Guma Smart Card attained<br />

ISO 9001 certification over six years ago. Without <strong>Telkom</strong>’s commitment to BEE, the<br />

success we have achieved thus far would not have been possible. Thanks to <strong>Telkom</strong><br />

management for staying true to the spirit of empowerment,” says Robert Matana<br />

Gumede, Chairman: Guma Group and Gijima AST.<br />

Group<br />

overview<br />

Management<br />

review<br />

Sustainability<br />

review<br />

Performance<br />

review<br />

Financial<br />

statements<br />

Company<br />

Financial<br />

Information


62<br />

<strong>Telkom</strong> Annual Report 2009<br />

Human capital management<br />

The past year’s performance has given us a<br />

platform to critically identify and<br />

prioritiseinterventions<br />

We have developed progressive<br />

employment equity targets to address<br />

the challenges we face in terms of the<br />

diversity of our work force.<br />

Introduction<br />

The labour dynamics in the global and local<br />

integrated communications technology (ICT)<br />

industry have been impacted by the rapid<br />

pace of change in the industry, and by the<br />

changes in the sector-specific and broader<br />

economies. These events have led to a<br />

marked change in the labour supply and<br />

skills retention patterns in recent years.<br />

This complex and evolving environment has<br />

tested our ability to provide a continuous<br />

supply of skills to ensure we achieve our<br />

strategy of growing our business and<br />

delivering shareholder value.<br />

The year under review’s performance has<br />

given us a platform to critically identify and<br />

prioritise interventions and test our progress<br />

in this regard.<br />

Our workforce<br />

We currently have 23,520 full-time<br />

employees, 5.5% less than the previous year,<br />

with the majority (68%) in operational and<br />

support roles; a further 21% in supervisory<br />

roles and 11% in managerial positions.<br />

The proportional distribution of our people<br />

largely corresponds with our existing and<br />

potential customer base.<br />

Staffing and staff exits<br />

In line with the changing labour dynamics of<br />

the industry, our natural attrition (employees<br />

who resigned and were not replaced) rate<br />

rose to 9% (7% in the previous year) and<br />

resignations rose to 8% (6% in 2007/08).<br />

This , however, is still in line with the South<br />

African industry norm.


Headcount movement<br />

Compensation and benefits<br />

• Remuneration<br />

While the fixed, or guaranteed, remuneration<br />

packages are reviewed each year,<br />

in certain critical skills areas, depending on<br />

the supply and demand of those skills in the<br />

market, there are ad hoc reviews to ensure<br />

we remain competitive.<br />

• Non-executive directors<br />

The directors, on recommendation of the<br />

human resources review and remuneration<br />

committee, determine the fees of nonexecutive<br />

directors who do not participate<br />

in the incentive scheme for top<br />

management. These fees are set out on<br />

Page • and in Note • in the consolidated<br />

annual financial statements.<br />

• Executive remuneration<br />

Fixed remuneration is currently set at<br />

the market median and independent<br />

remuneration consultants advise the Board’s<br />

remuneration committee on executive<br />

management packages.<br />

Guaranteed packages are influenced by the<br />

scope of each individual’s role, knowledge,<br />

skills and experience. These are reviewed<br />

2006 2007 2008 2009(**)<br />

Opening balance 28,972 25,575 25,864 24,879<br />

Employee gains 706 1,512 918 1,047<br />

Appointments 686 1,486 891 1,034<br />

Re-instatement 20 26 27 13<br />

Employee losses 4,103 1,223 1,903 2,406<br />

Employee retrenchments 2,990 20 4 10<br />

Voluntary early retirement 674 7 2 5<br />

Voluntary severance 2,295 13 2 5<br />

Involuntary reductions 21 0 0 0<br />

Natural attrition 1,113 1,203 1,899 2,396<br />

Closing balance 25,575 25,864 24,879 23,520<br />

Other employees* 4,227 5,807 3,801 4,307<br />

* Other employees refer to contract and temporary employees but exclude Board members,<br />

learnerships and bursary students.<br />

** Employee retrenchments for 2009 were employee initiated.<br />

each year as part of our overall<br />

remuneration review process and they are<br />

assessed against individual performance.<br />

The difference between the upper quartile<br />

and the market median for guaranteed<br />

packages is used when calculating<br />

incentives for top management.<br />

• Other employees<br />

Salary increases for all employees –<br />

management and bargaining unit – are<br />

approved by the Board. Non-management<br />

employees are paid in terms of the<br />

negotiated agreements with the relevant<br />

unions.<br />

• Short-term incentive plan<br />

There is an incentive scheme for our<br />

management based on a balanced set of<br />

measures determined by the Board. The<br />

measures consist of financial and key<br />

performance driven targets, based on the<br />

approved business plan. All other<br />

employees participate in an incentive<br />

scheme with different measures applied at<br />

the lower levels.<br />

<strong>Telkom</strong> Annual Report 2009 63<br />

In the top management scheme, the<br />

financial driver accounts for 45% of the<br />

total award, and this is measured by the<br />

basic earning per share, return on assets<br />

(ROA) and the defend and grow revenues<br />

strategy. Performance drivers (customer<br />

satisfaction and organisational renewal<br />

components) account for 35% and 20% is<br />

allocated for individual performance.<br />

• Long-term incentive plan<br />

All employees receive conditional shares,<br />

subject to their individual performance for<br />

each year preceding the allocation. The<br />

allocation is based on the average share<br />

price 10 days before the award date of<br />

June 1 each year, using a percentage of<br />

the employees’ total package. Our<br />

employees have no right or title to the<br />

shares and cannot receive dividends until<br />

the shares have vested. The shares will only<br />

vest if we meet our annual financial targets<br />

which are set out in the relevant team<br />

award plan, and employees must remain in<br />

continuous employment. The Company will<br />

introduce a new share scheme subject to<br />

shareholders’ approval.<br />

• The <strong>Telkom</strong> Pension Fund and<br />

Retirement Fund<br />

The old Pension Fund, only had 123<br />

members and the <strong>Telkom</strong> Retirement Fund<br />

had 23,389 members at March 31, 2009<br />

and both are financially sound.<br />

Performance management<br />

The performance management system has<br />

been enhanced to ensure that our<br />

leadership is measured on the right criteria<br />

to drive behaviours that will ensure we<br />

continuously improve on the value we<br />

obtain from our employees. A five point<br />

assessment scale has been introduced that<br />

ranges from ‘consistently exceeds job<br />

requirements’ to ‘consistently does not meet<br />

job requirements’ to distinguish those who<br />

do from those who do not.<br />

Group<br />

overview<br />

Management<br />

review<br />

Sustainability<br />

review<br />

Performance<br />

review<br />

Financial<br />

statements<br />

Company<br />

Financial<br />

Information


64<br />

<strong>Telkom</strong> Annual Report 2009<br />

Human capital management (continued)<br />

In the past year we focused on building the<br />

necessary current and future<br />

competencies<br />

Reward and recognition<br />

Our ‘Name In Lights’ programme that<br />

recognises outstanding achievement by<br />

employees or teams who go the extra mile<br />

is one of the yardsticks that distinguishes<br />

our business from others.<br />

Our Gold Award team award for<br />

2007/2008 went to Daniel Fourie, Alan<br />

Gould, Kevin Burns, Deon Minnie and<br />

Willie Engelbrecht, for developing a<br />

software application that created a service<br />

view for the DSLAM. This application has<br />

enabled us to determine within minutes<br />

whether a DSLAM has been affected by a<br />

major failure. It also provides us with<br />

valuable information for special investigation<br />

sections as it identifies problematic networks<br />

for future investigations.<br />

Daniel also won the CEO Award.<br />

EE training 2008–2009<br />

African female<br />

Coloured female<br />

Foreign female<br />

Indian female<br />

White female<br />

Training and development<br />

In the past year we focused on building the<br />

necessary current and future competencies<br />

through training programmes in:<br />

• Customer Service Academy (marketing,<br />

sales, call/contact centre and customer<br />

service competencies).<br />

• Leadership and management development<br />

(enterprise leadership, general<br />

management, <strong>front</strong>line leadership and<br />

business development competencies),<br />

and<br />

• Technical training (product knowledge,<br />

technical service, ICT infrastructure, IT<br />

solutions and technology and<br />

innovation management competencies).<br />

The bulk of the training (64%) was through<br />

the classroom-based Centre For Learning<br />

AA and EE as a % of total trained<br />

AA<br />

EE<br />

White male<br />

(CFL) with the balance conducted via the<br />

virtual (PC-based) campus interactive<br />

satellite-based facility, Skytrain.<br />

<strong>Telkom</strong> invested R300 million in employee<br />

training and development in the year under<br />

review (2008: R283 million). At CFL,<br />

12,271 employees (7,796 black<br />

candidates and 3,641 women) were<br />

trained.<br />

The CFL, which conducts most of its training<br />

in-house, spent R35.0 million with external<br />

vendors in the key areas of technical and<br />

IT, management, marketing and Safety,<br />

Health and Environment (SHE).<br />

EE/AA 2008–2009<br />

African female<br />

Female coloured<br />

Foreign female<br />

Female Indian<br />

Female white<br />

Male African<br />

Male coloured<br />

Male Indian<br />

Male white<br />

Male foreigner


• Accelerated development of women, blacks and young<br />

talent<br />

In the year under review, 257 employees (50% female and 70%<br />

black) were trained in value management and technology<br />

management.<br />

Some 18 graduates from the ICT GMP obtained their MSc<br />

degrees in technology and innovation management. Of these,<br />

seven were women and 11 were black.<br />

• Technical training<br />

Approximately 2,883 field technicians were trained in IP<br />

telephony and the installation and maintenance of ADSL and, to<br />

date, more than 3,300 students have been trained on IP-related<br />

offerings, including LAN technologies, router installation and<br />

maintenance programmes.<br />

• Network and IT training<br />

Some 350 ICT diploma and degree graduates and 400 diploma<br />

students were exposed to the industry via theoretical and field<br />

training. This resulted in the creation of various talent pools<br />

including specific functional skills needed by line management; IP<br />

skills and field operations.<br />

• Other training<br />

The CFL trained 200 candidates in 22 events relating to IO driven<br />

<strong>Telkom</strong> OSS/BSS projects and an additional 240 people were<br />

trained in infrastructure and product/service training on emerging<br />

technologies. Some 111 employees received IT certification with<br />

1,823 attending IT short courses and 154 attending IBM Tivoli<br />

Netcool training.<br />

Jobs Initiative on Priority Skills Acquisition (JIPSA)<br />

This is a government initiative aimed at addressing the skills<br />

shortage in certain areas in South Africa and, to date, 1,138<br />

unemployed ICT graduates have participated in internship<br />

programmes. Of these, we appointed 644 (75% of total industry<br />

appointments). In addition, 40 unemployed female ICT graduates<br />

were trained and completed advanced Internet Protocol<br />

Networking/Solutions development and we offered 22 (55%) of<br />

them full-time employment.<br />

Leadership and management development programmes<br />

During the year under review:<br />

• 22 employees completed the Implementing Strategy and<br />

Managing Performance programme.<br />

• 33 employees from the top leadership team enrolled for the<br />

<strong>Telkom</strong> Global Leadership Development programme.<br />

<strong>Telkom</strong> Annual Report 2009 65<br />

Tyron – a fine example of our development programme<br />

Tyron Truter, manager of the Cape Town Electronic Business<br />

Support Centre (ESBC), is a 20 year <strong>Telkom</strong> veteran who has<br />

worked his way up from being an ‘appie’ in the Mitchell’s<br />

Plan branch of the old Posts and Telecommunications<br />

department in 1989, to where he is today.<br />

He has worked all over the Western Cape, run call centres<br />

on the West Rand of Gauteng and Pretoria and returned to<br />

Cape Town in January 2009 to take over the ESBC.<br />

“This job is what you make of it and I’m having a lot of fun.<br />

I’m not a military style manager, I like to get down and dirty<br />

with my team to ensure we deliver on our key performance<br />

indicators (KPIs). Our customers make us responsible for<br />

everything so we have to keep them happy. South Africans,<br />

in the main, are not techno savvy so it’s up to us to help them<br />

set up their systems. Also, a lot of people don’t realise that we<br />

support all users from MNet to ourselves and we provide a<br />

value-added service to them all.”<br />

Group<br />

overview<br />

Management<br />

review<br />

Sustainability<br />

review<br />

Performance<br />

review<br />

Financial<br />

statements<br />

Company<br />

Financial<br />

Information


66<br />

<strong>Telkom</strong> Annual Report 2009<br />

Human capital management (continued)<br />

We remain committed to continuous<br />

engagement<br />

• 40 employees were nominated for the<br />

NGN Professional programme.<br />

• 100 employees have graduated to<br />

date from the Advanced Operations<br />

Management Development programme<br />

(AOMDP).<br />

• 81 employees attended the Gordon<br />

Institute of Business Science (GIBS)<br />

programme in managing the customer<br />

relationship (PMCR), and<br />

• 453 employees have been trained in<br />

the Next Generation Network (NGN)<br />

Essentials programme.<br />

Employee engagement<br />

Two developments stand out in the year<br />

under review:<br />

Union memberships – bargaining unit<br />

• There has been a marked improvement<br />

in our relationship with the unions, and<br />

• There is the emerging phenomenon of<br />

managerial employees joining trade<br />

unions.<br />

The former is, we believe, because of our<br />

deliberate action in 2007 to invest in<br />

rebuilding the relationship between<br />

ourselves and the unions following 2006’s<br />

industrial action. While the suspicions are<br />

still there, the propensity to engage in<br />

con<strong>front</strong>ational conduct has diminished.<br />

There is also some semblance of shared<br />

vision and a willingness to co-operate.<br />

Although the latter increase is not material<br />

it is, nevertheless, a worrying development,<br />

albeit one that is within our control if we<br />

are prepared to change the way we relate<br />

to these employees.<br />

Two factors are involved here – a feeling of<br />

abandonment of junior and middle<br />

management by top management, and the<br />

annual general salary increase approach<br />

which tends to treat management<br />

employees as immune to the economic<br />

hardships that we are all facing. As a result<br />

of the increases gained by union members,<br />

the unions are seen as viable vehicles for<br />

channelling frustrations with some of our<br />

practices.<br />

Industrial action<br />

Following an impasse in wage<br />

negotiations in 2008, some 2,500 out of<br />

Nonrecognised<br />

Non- Grand<br />

Union name CWU SACU Solidarity unions Total unionised total<br />

Number of members 8,205 4,682 2,836 52 15,775 5,259 21,034<br />

% membership: 2008/09 39.0 22.3 13.5 0.2 75.0 25.0 100<br />

% membership: 2007/08 37.6 23.8 13.2 0.2 74.8 25.2 100<br />

Union memberships – managerial staff<br />

with the unions<br />

Nonrecognised<br />

Non- Grand<br />

Union name CWU SACU Solidarity unions Total unionised total<br />

Number of members 149 319 125 225 818 1,668 2,486<br />

% membership: 2008/09 6.0 12.8 5.0 9.1 32.9 67.1 100<br />

% membership: 2007/08 5.7 12.0 4.3 8.7 30.7 69.3 100


14,500 union members participated in a short-lived strike<br />

in August 2008 and 1,680 bargaining unit employees<br />

participated in industrial action in August 2009. <strong>Telkom</strong><br />

continues to engage with unions in order to find equitable<br />

solutions.<br />

• Heartbeat<br />

The company measures the level of employee<br />

engagement, through the annual Heartbeat Survey.<br />

In the year under review our employees were more<br />

committed to <strong>Telkom</strong> and indicated that their intention was<br />

to stay with the Company and take up the challenges that<br />

come their way. For the first time in a long period<br />

employees are proud to say that they are part of the <strong>Telkom</strong><br />

family. They are willing to continue to focus on the positive<br />

in spite of negative economic conditions; internal<br />

performance pressures; and changing market forces.<br />

The great news is that even in the light of the above<br />

challenges the Company’s engagement increased by a<br />

pleasing 10%. Some 62% of the Company’s employees<br />

were engaged compared to 52% in 2008. It is expected<br />

that this will be reflected in increased individual, team and<br />

Company performance, as well as in the retention of the<br />

right people in the Company.<br />

Engaged employees focus on what’s good for the customer<br />

and what’s good for shareholders. There is positive growth<br />

in customer satisfaction in most of the customer segments,<br />

which is indirectly the result of the positive engagement of<br />

our employees.<br />

<strong>Telkom</strong> intends to continue its effort to improve employee<br />

engagement through a particular focus on improving the<br />

accessibility and availability of top management and<br />

improving <strong>Telkom</strong>’s ability to attract and retain a quality<br />

workforce.<br />

Talent management<br />

Managing our talent pool is a critical aspect of our<br />

business, from retaining key skills to unearthing the leaders<br />

of tomorrow. We have a number of initiatives in place to<br />

ensure we are well placed to face current and future<br />

challenges.<br />

<strong>Telkom</strong> Annual Report 2009 67<br />

Hartebeeshoek keeps track of South Africa<br />

The multi-billion rand Hartebeeshoek satellite station lies deep<br />

in a valley between Krugersdorp and Hartbeespoort Dam.<br />

Since its opening in 1975 it has relayed literally billions of<br />

signals from two satellites deep in space to South Africa’s data,<br />

television and voice units, 24 hours a day, seven days a week.<br />

Donovan Horn is one of the 28 people that man the station.<br />

As a technical specialist, Donovan heads a team of eight<br />

technicians who ensure that the station runs smoothly and<br />

efficiently. “We have to be fully operational at all times and our<br />

equipment is in what we call full redundancy mode so that if<br />

anything goes down it kicks in automatically,” he says.<br />

For some people, working at the station could be a lonely<br />

experience, but not for Donovan. “We are surrounded by<br />

prime bushveld with its myriad species of flora and fauna, so<br />

there’s always something to see, whether it’s a Piet-my-Vrou<br />

whose call echoes from the satellite dishes, or our lone<br />

Blesbok. The only thing I do miss about ‘civilisation’ is that<br />

there is no canteen on site so, if you forget your lunch, the<br />

nearest hamburger is 23km away!”<br />

Group<br />

overview<br />

Management<br />

review<br />

Sustainability<br />

review<br />

Performance<br />

review<br />

Financial<br />

statements<br />

Company<br />

Financial<br />

Information


68<br />

<strong>Telkom</strong> Annual Report 2009<br />

Human capital management (continued)<br />

Our Graduate Development Schemes division is<br />

dedicated<br />

to growing and developing young talent<br />

In the year under review our employees<br />

were more committed to <strong>Telkom</strong> and<br />

indicated their intention to stay.<br />

• Succession planning<br />

During the year under review our talent<br />

pool bench strength rose to 1,474.<br />

Effectively this means that there is at least<br />

one candidate in the talent pool for each<br />

group executive and executive position<br />

who can replace the current incumbent.<br />

• Retention programme<br />

The four focus areas of our retention<br />

strategy are:<br />

• Create knowledge (attract and seek<br />

talent)<br />

• Store and protect knowledge (retain<br />

talent)<br />

• Share and distribute knowledge<br />

(develop potential talent); and<br />

• Use knowledge (deploy talent).<br />

The success rate of our retention<br />

programme to date is 95%, with 253<br />

employees on retention.<br />

• Global talent<br />

To ensure we have a sustainable talent<br />

pool to staff our international businesses we<br />

established a Global Talent Pool and,<br />

currently, 48 employees are on short- or<br />

long-term assignments with Multi-Links/<br />

Africa Online.<br />

• Managed career development for<br />

high potential employees<br />

The six employees who obtained their<br />

Masters degrees in engineering and<br />

computer science at Cornell University in<br />

New York in 2007/08, rejoined us in<br />

September 2008 with two being<br />

promoted. An additional three employees


were admitted to the university in May<br />

2009.<br />

Six employees, identified by the CEO<br />

Rising Stars programme, are attending the<br />

IMD’s Building On Talent programme in<br />

Switzerland.<br />

51 female employees attended a Chat<br />

and Learn programme which focused on<br />

Women Leaders Under Construction –<br />

Blazing Your Own Path. In addition,<br />

10 female employees attended a two day<br />

workshop on Women In Management and<br />

Leadership.<br />

Graduate and skills pipelines (future<br />

talent)<br />

Our Graduate Development Schemes<br />

Division is dedicated to growing and<br />

developing young talent, not only for<br />

ourselves, but for South Africa as a whole.<br />

Some R29.7 million was invested in<br />

student bursaries in the fields of information<br />

technology, electrical engineering and<br />

marketing management during the year<br />

and an additional R3.7 million was spent<br />

on our Centres Of Excellence programme.<br />

We also funded 833 full-time bursaries;<br />

667 part-time bursaries and 1,121 study<br />

loans for employees or their dependants in<br />

the 2008 academic year.<br />

<strong>Telkom</strong> Annual Report 2009 69<br />

The voices of <strong>Telkom</strong><br />

<strong>Telkom</strong> has 34 call centres in South Africa, each geared to providing technical<br />

support and service to business and domestic customers. For the men and women<br />

who staff the centres, life can, at times, be challenging and stressful for these<br />

people are the ‘voice’ of <strong>Telkom</strong>, the ones who take the brunt of customer<br />

complaints.<br />

Hilary Peacock, an agent in the Cape Town Service Activation Unit, says a key<br />

attribute to surviving in the job is the ability to not take any of the abuse received<br />

as personal. The other key attributes are learning what tone of voice to adopt<br />

when handling calls, good or bad, and having a passion for customers<br />

“I try to put myself in the customer’s place and take the good with the bad when<br />

handling calls. Overall, the good definitely outweighs the bad and I would go as<br />

far as to say that about 90% of the calls I receive are good,” she says.<br />

Colleague Marlon Ernstzen agrees, particularly when it comes to adopting the<br />

right tone of voice.<br />

“There’s nothing better than talking to an irate customer who’s upset because<br />

something he was promised didn’t happen, and then, at the end of the call,<br />

hearing him, or her, calm down and apologising and then saying thank you for<br />

the help. That experience energises you for the next day.”<br />

Blanche Machelm is an agent in the Electronic Business Support Centre (EBSC) in<br />

Cape Town, a unit which handles between 6,000 and 8,000 calls a day, mainly<br />

in the areas of ADSL support (90% of the calls) and fault and connectivity issues –<br />

e-mail, for example.<br />

Blanche, who estimates that she handles approximately 50 calls a day, says all<br />

EBSC agents have to have an IT background as they have to have an intimate<br />

technical knowledge in areas such as routing, configurations, outages, modems<br />

and cable passwords.<br />

Group<br />

overview<br />

Management<br />

review<br />

Sustainability<br />

review<br />

Performance<br />

review<br />

Financial<br />

statements<br />

Company<br />

Financial<br />

Information


70<br />

<strong>Telkom</strong> Annual Report 2009<br />

Human capital management (continued)<br />

Overall, the year under review was our<br />

most successful to date in terms of bursar<br />

placements (80%) and a pass rate of more<br />

than 95%.<br />

Africa Online and Multi-Links<br />

Africa Online is our internet service<br />

provider (ISP) in Nairobi, Kenya and Multi-<br />

Links is Nigeria’s first private telecommunications<br />

operator. Two of our top<br />

management employees are on three year<br />

contracts in Nairobi and 39 are based in<br />

Lagos.<br />

<strong>Telkom</strong> Centres of Excellence<br />

<strong>Telkom</strong>'s Centres of Excellence (CoE) is a<br />

collaboration programme between <strong>Telkom</strong>,<br />

the telecommunications industry and<br />

government to promote research in<br />

communication technology and allied<br />

sciences and to provide facilities to<br />

encourage young scientists and engineers<br />

to pursue their research interests in South<br />

Africa<br />

The CoE programme was launched in<br />

February 1997 when the then Minister of<br />

Communications, Mr Jay Naidoo<br />

participated in the signing ceremony of the<br />

first research agreement between <strong>Telkom</strong>,<br />

Siemens and the University of Cape Town.<br />

During 1997 a total of seven CoEs were<br />

launched and subsequently, during the<br />

following year another five were<br />

established, including several at<br />

technikons. From the launch of the<br />

programme, the current Chief Executive<br />

Officer of <strong>Telkom</strong>, Mr Reuben September,<br />

became the patron of the programme and<br />

has guided and supported the initiative. At<br />

each of the launches during 1997/98,<br />

top ranking government officials, including<br />

Mr Andile Ngcaba, Mr Tokyo Sexwale<br />

and Minister Sibusiso Bhengu participated<br />

in the signing ceremonies of the<br />

collaborative research agreements.<br />

As part of <strong>Telkom</strong>’s contribution to the<br />

upliftment of advanced research skills in<br />

South Africa, several of the previously<br />

under-resourced universities were partnered<br />

with historically white universities. After a<br />

number of years these previously<br />

disadvantaged institutions have established<br />

themselves as research centres that can<br />

operate independently. Examples of these<br />

joint research centres are Rhodes University<br />

and the University of Fort Hare as well as<br />

the University of KwaZulu-Natal together<br />

with the University of Zululand. Currently,<br />

there are 16 CoEs across the country, each<br />

with a unique research focus.<br />

The CoEs are jointly funded by <strong>Telkom</strong>, ICT<br />

industry players and the Department of<br />

Trade and Industry - through its Technology<br />

and Human Resource for Industry<br />

Programme (THRIP).<br />

Sound governance ensures that allocated<br />

funds are well managed. Various levels of<br />

governance<br />

established.<br />

have been formally<br />

• Formal CoE Agreement between all<br />

stakeholders.<br />

• Each CoE is managed by a Steering<br />

Committee represented by the research<br />

staff, <strong>Telkom</strong>, the respective industry<br />

sponsor and a representative from the<br />

THRIP management team.<br />

• Research project selection mechanisms<br />

are aligned with; industry partner/s and<br />

THRIP funding criteria.<br />

• High level governance of the CoE<br />

programme is provided by an Executive<br />

Management Council with representivity<br />

from <strong>Telkom</strong>, industry, academia and<br />

THRIP.<br />

The various CoEs have been encouraged<br />

to build relationships with African<br />

universities to expand the ICT blueprint in<br />

Africa as a catalyst for job creation and<br />

economic development.<br />

Major progress has already been made in<br />

this regard and formal agreements exist,<br />

inter alia, with institutions in Egypt,<br />

Ethiopia, Uganda, Namibia, Kenya, Libya<br />

and Tunisia.<br />

The CoE programme enables the various<br />

institutions to establish research facilities<br />

that would not otherwise have been<br />

possible without the necessary <strong>Telkom</strong>,<br />

industry and government sponsorship.<br />

Skills retention in South Africa is a major<br />

challenge as many talented post-graduate<br />

students are attracted to opportunities<br />

overseas. An important feature of the CoE<br />

programme is that the extensive research<br />

opportunities offered to students effectively<br />

contribute to minimising the “brain drain”,<br />

thus keeping our talent here to provide a<br />

valuable human resource to the industry.<br />

Approximately 250 students are currently<br />

pursuing post graduate degrees through<br />

the programme and since its inception,<br />

more than 1,800 post graduate degrees<br />

have been awarded.<br />

The profile of the current CoE students is:<br />

• 84 Doctoral students<br />

• 166 Masters students<br />

• 20 women<br />

• 150 BEE candidates<br />

• 38% non-South African students<br />

Currently 27 industry partners are involved<br />

in the CoE programme. Industry<br />

stakeholders are more than financiers of the<br />

CoE programme as they also play a vital


ole in exposing students to the real world<br />

of communication.<br />

<strong>Telkom</strong>’s CoE programme has been<br />

recognised as a catalyst for ICT research in<br />

Africa.<br />

Intuitions, research areas and industry<br />

partners<br />

Tshwane University of Technology<br />

Radio planning: projects involve<br />

comparing the calculated or predicted<br />

value of radio signals with the measured<br />

signals.<br />

Industry Partners: <strong>Telkom</strong>, Alcatel-Lucent<br />

and Molapo Technology<br />

North West University (Potchefstroom<br />

Campus)<br />

Telecommunications Application Modelling<br />

includes projects on the Super Parallel<br />

Computing facility; data mining; decision<br />

support systems and mathematical<br />

programming applications.<br />

Industry Partners: <strong>Telkom</strong> and Saab Grintek<br />

University of Johannesburg<br />

Modelling Optical communication: involving<br />

Dense Wave Division Multiplexing (DWDM)<br />

projects; optical filters and transport<br />

networks<br />

Industry Partners: <strong>Telkom</strong>, CBi Electric and<br />

Ericsson<br />

Operational Support Systems (OSS)<br />

Industry Partners: <strong>Telkom</strong> and SAP<br />

Nelson Mandela Metropolitan University<br />

Multimedia software: includes usability<br />

laboratory projects, virtual classroom;<br />

programming tools and 3D system design<br />

Industry Partner: <strong>Telkom</strong> and Dimension<br />

Data<br />

Optical Fibre Measurements<br />

Industry Partners: <strong>Telkom</strong>, Hezeki and MCT<br />

Communications<br />

Solar Energy Research<br />

Industry Partners: <strong>Telkom</strong> and TFMC<br />

Rhodes University<br />

Distributed Multimedia: projects deal with<br />

virtual reality; Internet Protocol telephony,<br />

protocols and intelligent agents<br />

Industry Partners: <strong>Telkom</strong>, Comverse,<br />

Tellabs and StorTech<br />

University of Fort Hare<br />

Electronic Commerce<br />

Industry Partners: <strong>Telkom</strong>, Saab Grintek<br />

and Tellabs<br />

University of Stellenbosch<br />

Satellite communication, speech and<br />

image processing<br />

Industry Partners: <strong>Telkom</strong>, Motorola and<br />

Spescom<br />

University of Witwatersrand<br />

Telecommunications Access and Services<br />

based on the TINA Architecture<br />

Industry Partners: <strong>Telkom</strong>, Vodacom and<br />

Nokia Siemens Networks<br />

University of Limpopo<br />

Automatic Speech technology<br />

Industry Partners: <strong>Telkom</strong> and Maredi<br />

University of Pretoria<br />

Next Generation Networks<br />

Industry Partners: <strong>Telkom</strong>, Unisys, Alvarion,<br />

EMC and Tellumat<br />

<strong>Telkom</strong> Annual Report 2009 71<br />

University of KwaZulu-Natal<br />

Radio access involving CDMA receivers;<br />

traffic modelling; adaptive antenna arrays<br />

and resource management.<br />

Rural telecommunications with a variety of<br />

projects in the wireless networking arena.<br />

Industry Partners: <strong>Telkom</strong> and Alcatel-Lucent<br />

University of Zululand<br />

Mobile e-Services<br />

Industry Partners: <strong>Telkom</strong> and Huawei<br />

Universities of Cape Town and<br />

Stellenbosch<br />

ATM/Broadband Networks and their<br />

applications with research on MPLS and IP<br />

networks; congestion control and network<br />

performance.<br />

Industry Partners: <strong>Telkom</strong>, Nokia Siemens<br />

Networks and Telesciences<br />

University of Western Cape<br />

Internet Protocol Networks and their<br />

applications<br />

Industry Partners: <strong>Telkom</strong> and Cisco<br />

University of the Free State<br />

The identification of usability and human<br />

factors that will ensure higher accessibility<br />

to Information Technology<br />

Industry Partner: <strong>Telkom</strong><br />

Vaal University of Technology<br />

Power (fuel cells etc) and optic fibre<br />

research<br />

Industry partners: <strong>Telkom</strong>, M-Tec and<br />

TFMC<br />

Group<br />

overview<br />

Management<br />

review<br />

Sustainability<br />

review<br />

Performance<br />

review<br />

Financial<br />

statements<br />

Company<br />

Financial<br />

Information


72<br />

<strong>Telkom</strong> Annual Report 2009<br />

Safety, health and environment<br />

We successfully<br />

piloted a<br />

stress<br />

resilience and emotional<br />

intelligence workshop<br />

An industrial theatre show was a key driver in the roll-out of our Thuso Wellness days<br />

which highlighted a step-by-step approach to improve employee wellbeing through<br />

lifestyle changes.<br />

Safety, health and environment<br />

Our entrenched and integrated Employee<br />

Wellness and Safety, Health and<br />

Environment (SHE) portfolio continues to be<br />

one of the most admired in South African<br />

industry, as evidenced by the following<br />

achievements in the year under review.<br />

• We received the coveted international<br />

Global Business Coalition (GBC)<br />

Award for Excellence as the best<br />

HIV/AIDS workplace programme for<br />

our integrated Voluntary Counselling,<br />

Testing and Treatment programme for<br />

2008. The award was made by the<br />

United Nations Secretary General in<br />

New York.<br />

• Our annual national HIV/AIDS<br />

celebrations campaign, ‘Don’t hesitate,<br />

donate’, was successfully launched<br />

on World AIDS Day 2008 with our<br />

employees donating thousands of<br />

kilograms of food, clothes and toys<br />

to 26 adopted HIV/AIDS havens,<br />

orphanages and hospices.<br />

• Our Direct Retail shops initiated the<br />

Thuso Bus concept (Thuso is our<br />

employee wellness programme). Outlets<br />

in the Eastern Cape, including the<br />

former Transkei, were given a working<br />

day off to attend Thuso programmes.<br />

• We successfully piloted a stress<br />

resilience and emotional intelligence<br />

(EQ) workshop in areas with high<br />

degrees of trauma as a result of<br />

hijackings, robberies and other criminal<br />

activities. This will be rolled out<br />

nationally in the new financial year.


Sick leave indices<br />

• We saved R2 million on our Operational<br />

Hygiene surveys thanks to the application<br />

of specific criteria in key areas.<br />

• Our ISO 14001:2007 and OHSAS<br />

18001:2007 Safety, Occupational<br />

Health and Environmental Management<br />

systems were recertified by Dekra<br />

Norisko Industrial South Africa.<br />

• The Compensation Commissioner<br />

granted us a dedicated resource to deal<br />

specifically with <strong>Telkom</strong>-related cases.<br />

This resulted in a ‘quicker return to work’<br />

by employees who were injured on duty.<br />

• As a result of effective risk management<br />

controls, there were significant<br />

reductions in three reportable incident<br />

categories – working in elevated<br />

positions (17%); lifting and pushing<br />

(30%); and vehicle accidents (16%).<br />

• We established the <strong>Telkom</strong> Green<br />

Initiative (TGI) project team to enable us<br />

to better manage our environmental<br />

impact.<br />

Absenteeism through illness<br />

There were no significant variations in the<br />

absenteeism through illness and year-todate<br />

sick leave use figures, although there<br />

was a 5.5% improvement in overall sick<br />

leave days used.<br />

We remain concerned about the high level<br />

of sick leave taken (71.7% compared to<br />

70.1% in the previous year) and we will be<br />

making planned changes in sick leave<br />

policy stipulations and management<br />

effectiveness to decrease this business risk<br />

and impact. In terms of productivity and<br />

direct/indirect cost factors, the data<br />

indicates that 791 employees are off sick<br />

each working day. While this is an<br />

improvement of 2.6% on the previous year,<br />

it is still unacceptable and a significant<br />

improvement is necessary. Our new target<br />

is to reduce the sick leave per day to<br />

600 employees in 2010/2011.<br />

Physical wellness<br />

An industrial theatre show, ‘How Do I Eat<br />

This Elephant’ was a key driver in the roll-<br />

<strong>Telkom</strong> Annual Report 2009 73<br />

Sick leave measure 2006/2007 2007/2008 2008/2009 % variance<br />

S<strong>AR</strong> (%)<br />

Defined as a total number of sick days as % of total<br />

available man-days<br />

2.24 2.51 2.52 (0.4)<br />

ASR (days)<br />

Defined as the average number of days used per sick leave<br />

incident<br />

2.45 2.48 2.53 2.0<br />

AFT (incidents)<br />

The average number of sick leave incidents per sick leave user<br />

3.38 3.59 3.30 (8.1)<br />

SUR (%) Monthly average<br />

Number of sick leave users per month as % of total number of<br />

employee population<br />

15.7 17.3 17.3 0<br />

SUR (%) Year-to-date<br />

Number of sick leave users progressively utilising sick leave as<br />

% of total number of employee population (all sick leave users<br />

are only calculated once)<br />

67.2 70.1 71.7 2.3<br />

Total number of man-days/shifts lost due to sick leave<br />

implying the progressive and accumulative total of sick leave<br />

days over 12-month period<br />

176,795 194,364 183,679 (5.5)<br />

out of our Thuso Wellness days which<br />

highlighted a step-by-step approach to<br />

improve employee wellbeing through<br />

lifestyle changes. Our challenge remains to<br />

reconstruct the “Terrible Triangle” of high<br />

stress levels, poor chronic disease profile<br />

and bad lifestyle habits.<br />

• Eye screening<br />

2,113 employees were screened for vision<br />

impairment and 194 were identified for<br />

further treatment intervention.<br />

• Individual health risk assessments<br />

(chronic profile)<br />

2,903 employees at selected sites in the<br />

Free State, KwaZulu-Natal, Western Cape<br />

and Gauteng were screened for<br />

hypertension, cholesterol, diabetes and<br />

body mass.<br />

# Hypertension profile: While there was a<br />

decrease in the normal range from 63% to<br />

46%, this remains a major risk area as<br />

more than 50% of those tested had some<br />

abnormality in their blood pressure. The<br />

high systolic range (heart subtraction)<br />

Group<br />

overview<br />

Management<br />

review<br />

Sustainability<br />

review<br />

Performance<br />

review<br />

Financial<br />

statements<br />

Company<br />

Financial<br />

Information


74<br />

<strong>Telkom</strong> Annual Report 2009<br />

Safety, health and environment (continued)<br />

Of particular<br />

percentage was similar to the previous<br />

year but the diastolic (heart pumping) rate<br />

increased from 15% to 25% as a result<br />

of increased cardio-vascular illnesses;<br />

increased stress levels and poor lifestyles.<br />

# Cholesterol profile: There was a 7%<br />

increase in the at-risk category, again due<br />

to lifestyle factors such as lack of exercise<br />

and incorrect eating habits. This profile will<br />

be a priority going forward in our wellness<br />

campaigns.<br />

# Diabetes profile: There was an 11%<br />

improvement in the diabetes chronic<br />

profile, thanks to regular testing and the<br />

fact that diabetes remains a high focus<br />

area. However, we are concerned that low<br />

blood sugar levels rose from 28% to 37%<br />

and this will be another key focus area in<br />

our awareness campaigns.<br />

# Obesity profile: This is a high risk area<br />

for us as 65% of the employees tested were<br />

overweight or obese. As a result, the<br />

importance of lifestyle modification is a<br />

priority for us in the new financial year.<br />

# Opportunistic diseases: We are<br />

pleased to note that only six cases of TB<br />

were reported in the year under review<br />

and all cases were successfully treated.<br />

concern<br />

is the 17.6% increase in stress-related cases<br />

due to work related relations, poor performance,<br />

incapacity and job security.<br />

The following table shows the diagnostic causal factors for the EAP referrals<br />

Diagnosis 2006/2007 2007/2008 2008/2009 % variance<br />

Crisis and trauma 41.7% 41.3% 40.5% (1.9%)<br />

Family relationships and divorce 15.4% 17.6% 16.1% (8.5%)<br />

Stress related 7.6% 6.8% 8.0% 17.6%<br />

Psychological wellness<br />

In the year under review we transformed<br />

this section of the Wellness programme into<br />

a more proactive, competency-based<br />

approach, highlighted by the following:<br />

• Some 1,216 employees and their<br />

dependants were referred to our<br />

psychological counselling interventions,<br />

a 10% decrease on the previous year.<br />

This decrease is, we believe, largely<br />

due to the fact that employees did, from<br />

time to time, use their own private<br />

psychologists. From the referrals,<br />

4,132 sessions were conducted at an<br />

average of 3.4 sessions per referred<br />

patient at a cost to us of R1.8 million.<br />

• Of particular concern is the 3.8%<br />

increase in cases in the ‘other<br />

psychological illnesses’, such as<br />

psycho-sexual, personality disorders<br />

and related psychosis. This could be the<br />

tip of the iceberg as some of<br />

the problems experienced by our<br />

employees are of such a sensitive nature<br />

that they are discussed with their own<br />

psychologists.<br />

• The stress category (which includes<br />

work-related poor performance,<br />

incapacity, job security etc) constitutes<br />

almost 14% of all diagnoses and the<br />

293 cases recorded during the year is<br />

an increase of 17.6% on the previous<br />

year. This is a major challenge for us in<br />

the next financial year, particularly<br />

in view of the roll-out of Project<br />

Renaissance and the resultant<br />

uncertainty of job security and fears of<br />

job losses.<br />

Preventative interventions<br />

Five key workshops were held during the<br />

year:<br />

• Stress and resilience;<br />

• Team and value development;<br />

• Trauma and resilience;<br />

• Bereavement therapy; and<br />

• Conflict management.


These will be augmented by another six workshops in the next<br />

financial year:<br />

• Psychological and emotional resilience;<br />

• Financial wellness;<br />

• Prevention of emotional burnout;<br />

• Emotional intelligence;<br />

• Dealing with challenging circumstances; and<br />

• The psychology of customer care.<br />

Socio-economic wellness<br />

We provided guidance in the areas of lifestyle, finance and debt<br />

counselling during the year, three key areas that impact on the<br />

wellbeing of our employees with the specific focus to reduce stress<br />

and poor lifestyle habits.<br />

# Lifestyle: We contracted a lifestyle service provider to run our<br />

<strong>Telkom</strong> Touch Lifestyle Programme which connects employees to a<br />

range of lifestyle services such as recreational, vocational,<br />

household, educational and general lifestyle value offerings at<br />

great prices.<br />

# Financial resilience: There was an increase in counselling<br />

referrals (three to four a month) for employees with financial<br />

problems, which was underscored by the increase in garnishee<br />

orders against employees. As a result, a bid for the outsourcing of<br />

a financial resilience intervention and a financial advice service<br />

has been approved and is in process,<br />

# Debt counselling: We have set up a debt counselling service<br />

which registers employees who have huge debt under the<br />

National Credit Act of 2005. This protects them against parties<br />

demanding payment. A debt counselling company will act for such<br />

employees, negotiating new payback terms for bonds, vehicle<br />

leases and other creditors and preventing repossession of these<br />

assets.<br />

Safety management<br />

The Occupational Health and Safety (OHS) of <strong>Telkom</strong>’s employees<br />

is a fundamental right and therefore <strong>Telkom</strong> acknowledges that a<br />

healthy and safe working environment enhances performance in<br />

the workplace and also contributes to employee wellbeing.<br />

<strong>Telkom</strong> Annual Report 2009 75<br />

Our carbon footprint<br />

It now takes the earth 16 months to regenerate the resources it<br />

uses in a year and so businesses that look ahead and actively<br />

manage their ecological risks and opportunities can not only<br />

make a major contribution to saving the world’s resources but,<br />

at the same time, gain a strong competitive advantage over<br />

those that don’t.<br />

At <strong>Telkom</strong>, via our Green Initiative, we are consolidating all our<br />

environmental initiatives to ensure we meet our, and legislation’s,<br />

targets and, additionally, educate our people and encourage<br />

them to lead a greener lifestyle.<br />

We have 10 key focus management areas – energy, water,<br />

waste, greenhouse gas emissions, green procurement,<br />

biodiversity, renewable energy, company initiatives, our<br />

corporate image and our people. Some of our key objectives in<br />

these areas are to offset emissions, participate in carbon<br />

trading, provide the greater ICT sector and stakeholders with<br />

products and services that will help them to reduce their<br />

footprints and provide our shareholders with ‘green’ returns.<br />

Some of the areas where we can improve are:<br />

• Employee business travel (currently 26.7 million km a year).<br />

Our aim is to reduce this by 5.3 million km.<br />

• Our 2008/09 electricity consumption was 537,300MWh.<br />

Our aim is a reduction of 107,460MWh.<br />

• EPS generators use 2.3 million litres of diesel. Our aim is to<br />

reduce this by 456,000 litres.<br />

• Employee business air travel sits at 31.8 million km. Our aim<br />

is to reduce this by 6.4 million km.<br />

Overall, we believe we can reduce our carbon emissions by<br />

between 15% and 30% over the next three to five years.<br />

Group<br />

overview<br />

Management<br />

review<br />

Sustainability<br />

review<br />

Performance<br />

review<br />

Financial<br />

statements<br />

Company<br />

Financial<br />

Information


76<br />

<strong>Telkom</strong> Annual Report 2009<br />

Safety, health and environment (continued)<br />

To ensure <strong>Telkom</strong> complies with the<br />

minimum safety requirements as per<br />

national legislation and to support <strong>Telkom</strong>’s<br />

OHS policy, a:<br />

• Well structured SHE Governance policy<br />

is developed and revised annually.<br />

• Incident on Duty (IOD) system is<br />

developed to provide intelligent<br />

information to assist management in<br />

identifying trends and to implement<br />

corrective actions to mitigate future<br />

incidents.<br />

• Contractor management audit programme<br />

is implemented to ensure<br />

contractors are audited monthly to meet<br />

the requirements of the Construction<br />

Regulations; and<br />

• <strong>Telkom</strong> Subsidiary audit initiative is<br />

implemented to provide support to the<br />

subsidiaries to meet minimum statutory<br />

SHE requirements.<br />

HIV/AIDS workplace programme<br />

In addition to our international award, our<br />

Thuso programme is recognised for its best<br />

practices by researchers and academics<br />

who visit us for benchmarking purposes.<br />

Since the inception of our voluntary<br />

counselling and testing programme (VCT) in<br />

2004, 23,391 employees have been<br />

tested. In the year under review,<br />

2,353 employees, from a target population<br />

of 3,178 at 52 sites, were tested.<br />

We have 280 employees receiving antiretroviral<br />

therapy of which the majority<br />

have a normal sick absence profile, being<br />

healthy and productive at work.<br />

In analysing this data, 32% of HIV positive<br />

employees are either in the process of<br />

being registered or are unaccounted for.<br />

This remains a challenge for the<br />

programme to improve on this conversion<br />

rate to get identified HIV positive<br />

employees on to the programme. In the<br />

2008/2009 performance cycle, there<br />

were 74 new registrations on the<br />

programme (40 via onsite VCT; 32 selfidentified<br />

and two prophylaxis patients).<br />

The gender distribution on the chronic<br />

programme is 203 (52%) male and 186<br />

(48%) female. The median age is 36 years<br />

with ranges between four and 56 years.<br />

We have adopted a conservative<br />

approach in providing anti-retrovirals for<br />

employees registered on the programme<br />

with a CD4 count of 350 versus a<br />

governmental and NGO norm of 200.<br />

Using this as measurement category, only<br />

14 (4.9%) of the 284 employees on antiretrovirals<br />

are categorised in the AIDS or<br />

fully blown AIDS category.<br />

• Preventative strategy<br />

Since 1996, we have dispensed free<br />

condoms at all sites. In the year under<br />

review more than 703,000 condoms<br />

were dispensed and more than 120,000<br />

expired condoms of previous governmental<br />

issues were withdrawn.<br />

• Peer education<br />

Currently 594 employees have been<br />

trained and registered as fully fledged peer<br />

educators. It is gratifying to note that the<br />

involvement of peer educators has<br />

extended beyond the boundaries of the<br />

Company into the communities they serve<br />

via the adoption of various havens,<br />

orphanages, hospices and presentations to<br />

community youth groups. As a result, a<br />

Champions Programme will be launched<br />

later in 2009 to formalise community<br />

involvement.<br />

• Thuso Toll-free Call Centre<br />

Some 4,234 calls were routed via the<br />

Thuso Call Centre for the year under<br />

review. Outbound calls comprised 65.5%<br />

of these, mainly providing clinical support<br />

to patients. Inbound personal advice calls<br />

made up 29.7% of all calls.<br />

• KABP Study<br />

The regular KABP (Knowledge, Attitude,<br />

Behaviour and Perception) studies which<br />

test the general level of information,<br />

understanding and influencing behaviour<br />

of employees about education and<br />

awareness interventions have been<br />

extended to the HIV positive employees to<br />

test their understanding and also determine<br />

the level of stigmatisation experienced by<br />

them in the workplace.<br />

Environmental management<br />

While our environmental impact is not big,<br />

our contribution is not totally insignificant<br />

and, as a result, during the year under review<br />

we launched our <strong>Telkom</strong> Green Initiative, a<br />

concerted effort to place green issues firmly<br />

in the mainstream of our operations.<br />

• Treatment protocols<br />

In terms of treatment protocols, the following table reflects the current treatment status:<br />

Treatment aspect Number of employees<br />

HIV positive employees 708<br />

HIV positive status via VCT 512 (72%)<br />

HIV positive status via self-identification 196 (28%)<br />

HIV employees registered on the Chronic Disease<br />

Programme 389 (55%)<br />

HIV employees registered on Medical Aid, NGO or<br />

Government Programmes 92 (13%)<br />

HIV positive employees on treatment (Expert Treatment<br />

Programme (ETP)) 284 (40%)


Some of the key deliverables are:<br />

• Measuring our carbon footprint through<br />

the monitoring of electricity and fuel use;<br />

minimising travel and reducing waste<br />

and carbon emissions (there is no<br />

carbon trading legislation in South<br />

Africa as yet). Reducing our electricity<br />

bill through the installation of meters at<br />

key sites, a possible return to using more<br />

solar power and the installation of wind<br />

chargers.<br />

• Participation in national and<br />

international climate change awareness<br />

programmes.<br />

• Employee behavioural change awareness<br />

programmes.<br />

• Computerised destination control<br />

elevator system in our high rise<br />

buildings.<br />

Bats<br />

We are currently managing a bat encroachment concern in a<br />

remote exchange building in Mpumalanga. A colony of free tailed<br />

bats is roosting and raising its young in the ceiling, which creates<br />

an unhealthy environment for our technicians performing routine<br />

maintenance work. We are allowing the young to mature and will<br />

then install a one-way excluder exit. This will allow the mature<br />

adults and young to leave but not return. The final phase of the<br />

project will be the erection of a bat house on the site to provide<br />

an artificial roosting site for the colony.<br />

Blue cranes<br />

We are delighted to announce that since the installation of<br />

‘flappers’ on our lines in the central region, no blue crane<br />

mortalities have been recorded.<br />

Raptors<br />

As part of our commitment to active environmental stakeholder<br />

engagement with both governmental and non-governmental<br />

organisations we attended various meetings around the country.<br />

One of these is the annual meeting of the Northern Cape Raptor<br />

Forum (NCRF). At the last meeting issues relating to the nesting<br />

habits of sociable weavers on our towers were raised, specifically<br />

the environmental impact the removal of these nests would have on<br />

the survival of the Pygmy Falcons which prey on the weavers.<br />

<strong>Telkom</strong> Annual Report 2009 77<br />

• Improved functional efficiency of<br />

underfloor cooling requirements in<br />

equipment rooms.<br />

• The implementation of the Green<br />

building concept in partnership with our<br />

facility management company; and<br />

• Installation of motion sensor light<br />

switches and upgrade of existing<br />

lighting technology with more efficient<br />

technology.<br />

Group<br />

overview<br />

Management<br />

review<br />

Sustainability<br />

review<br />

Performance<br />

review<br />

Financial<br />

statements<br />

Company<br />

Financial<br />

Information


78<br />

<strong>Telkom</strong> Annual Report 2009<br />

Corporate social investment<br />

The Foundation was voted the<br />

Top<br />

Empowerment Company in CSI<br />

All our corporate social investment (CSI)<br />

programmes are run and managed by the<br />

<strong>Telkom</strong> Foundation which we established<br />

10 years ago.<br />

As a result of the Foundation’s work, we are<br />

recognised as one of the largest CSI<br />

investors in South Africa and in the year<br />

under review we invested more than<br />

R47 million, mainly in the areas of education<br />

and the roll-out of information and<br />

technology in disadvantaged communities.<br />

As a result of this commitment, the Foundation<br />

was voted the Top Empowerment Company<br />

in CSI at the 2009 Oliver Empowerment<br />

Awards, hosted by Topco.<br />

The Foundation’s focus on education and<br />

technology is governed by our belief that<br />

these areas are key contributors to an equal<br />

opportunity society in South Africa. One of<br />

the most powerful learning resources is the<br />

internet and by bringing this medium into<br />

classrooms around the country, educational<br />

standards will be enhanced.<br />

It is our hope that our continued investment<br />

in these fields will help redress skills<br />

shortages, particularly in the engineering,<br />

science and IT fields.<br />

We focused on four main projects in the<br />

year under review:<br />

• 2,010 for 2010 Schools Connectivity<br />

Initiative<br />

This is the Foundation’s biggest and most<br />

ambitious project ever. Our goal is to<br />

provide 2,010 schools across the country<br />

with internet access by 2010.


Fittingly, the initiative was launched in<br />

February 2009 by our CEO, Reuben<br />

September, at his former school, Grassy<br />

Park High School in Cape Town.<br />

Each participating school will receive an<br />

internet connection; discounted broadband<br />

subscription rates and interactive electronic<br />

whiteboards and laptops.<br />

Grassy Park also received an Internet Café<br />

for use by not only the learners, but the<br />

community. If this pilot programme is<br />

successful, it will be rolled out to the other<br />

schools as part of the overall initiative.<br />

<strong>Telkom</strong> Annual Report 2009 79<br />

We have been a proud supporter of the<br />

South African Paralympic team since<br />

1992. Our team achieved 6th place in<br />

the overall medal table in the 2008<br />

Beijing Olympics.<br />

Group<br />

overview<br />

Management<br />

review<br />

Sustainability<br />

review<br />

Performance<br />

review<br />

Financial<br />

statements<br />

Company<br />

Financial<br />

Information


80<br />

<strong>Telkom</strong> Annual Report 2009<br />

Corporate social investment (continued)<br />

• Beacon of Hope<br />

This programme, which was launched in<br />

2006, is designed to develop promising<br />

young learners into future leaders by<br />

placing top students from under-resourced<br />

schools in some of the country’s leading<br />

high schools.<br />

The Foundation pays for the tuition and<br />

boarding fees; uniforms; books and<br />

stationery for the 186 learners enrolled in<br />

the programme.<br />

• Giving from the Heart<br />

Initiated by our Human Resources<br />

department to encourage employees to<br />

give something back to the community, the<br />

project was taken over by the Foundation<br />

in 2006.<br />

Employees can either donate a portion of<br />

their salary to Giving from the Heart projects;<br />

donate their time and skills to projects, or<br />

identify their own charities to which they<br />

contribute either money or time. The <strong>Telkom</strong><br />

Foundation matches every rand an employee<br />

donates with the same amount.<br />

In the year under review, the Foundation<br />

launched an Employee Volunteer Week<br />

which resulted in our people working and<br />

assisting at the Tumelo Hospice in<br />

Mabopane; the Centre of Hope in<br />

Mahwelereng; the Nokuthula School for<br />

the Intellectually Disabled in Marlboro; the<br />

Uthando Orphanage House in Hazyview;<br />

St Patrick’s College in Kokstad and the<br />

Hospice Association of Transkei in<br />

Southernworld.<br />

• Sponsorships<br />

In the year under review various grants<br />

were made to organisations ranging from<br />

Childline to Nurturing Orphans of AIDS<br />

for Humanity (Noah) in line with our<br />

commitment to improving the lot of<br />

previously disadvantaged communities.<br />

Going forward<br />

In the next financial year, the <strong>Telkom</strong><br />

Foundation will launch the <strong>Telkom</strong> Teacher<br />

of the Year awards to honour South Africa’s<br />

top maths, science and technology<br />

educators at the Further Education and<br />

Training and the General Education and<br />

Training level. The awards will be made in<br />

August 2009.<br />

Our <strong>Telkom</strong> Business golf sponsorships enable us to position our brand in the business<br />

environment. They also help us to introduce new products and reinforce our relationship<br />

marketing programme.


Sponsorships<br />

Sponsorships continue to be an important<br />

part of our brand building and reputation<br />

management strategies. In the year under<br />

review we focused on soccer, swimming<br />

and golf.<br />

Soccer<br />

For the third consecutive year we<br />

sponsored the <strong>Telkom</strong> Knockout, a Premier<br />

Soccer League (‘PSL’) event played by all<br />

16 PSL teams between October and<br />

December. It is a knockout event that plays<br />

a major role in honing South Africa’s soccer<br />

skills.<br />

For the ninth consecutive year we also<br />

sponsored the <strong>Telkom</strong> Charity Cup, a one<br />

day PSL event where the fans choose the<br />

four competing teams. The teams who<br />

receive the most telephone and SMS votes<br />

play in a round robin series of games.<br />

A significant portion of the money<br />

generated by ticket sales and telephone<br />

voting is given to charities working with<br />

children, the elderly and people with<br />

disabilities. Some 695,000 fans voted in<br />

the 2008 event and R4.6 million was<br />

raised for the charitable organisations.<br />

2010 FIFA Soccer World Cup<br />

<strong>Telkom</strong> is a tier three National Supporter<br />

within the fixed-line environment. The<br />

biggest sporting event in the world is the<br />

perfect platform for <strong>Telkom</strong> to showcase its<br />

ICT capabilities. In June 2009, the<br />

Confederations Cup was utilised as a dress<br />

rehearsal for the World Cup finals in<br />

2010. <strong>Telkom</strong> exceeded all FIFA’s<br />

requirements in ensuring that broadcasting<br />

and media requirements were met. <strong>Telkom</strong><br />

has approximately 128,000 cable<br />

kilometres of optical fibre in the ground –<br />

enough to circle the world three times. This<br />

is more than enough fibre to support the<br />

massive amounts of bandwidth that FIFA<br />

will need in 2010.<br />

Swimming<br />

Since 2000, we have sponsored<br />

Swimming South Africa, a public benefit<br />

organisation which promotes all aquatic<br />

sports in the country. In addition to many<br />

South African swimming stars such as<br />

Ryk Neethling, Natalie du Toit and<br />

Roland Schoeman, Swimming South Africa<br />

has played a key role in boosting public<br />

awareness of swimming as a life and<br />

survival skill. Swimming contributes towards<br />

the Company’s objectives of being a<br />

caring organisation, as the sport offers<br />

opportunities for both able and disabled<br />

people.<br />

Drowning remains a major cause of death<br />

among children under the age of 14 and,<br />

as a result of our support for Swimming<br />

South Africa’s ‘Learn to Swim’ programme,<br />

many children and adults in the country<br />

have the opportunity to learn to swim.<br />

<strong>Telkom</strong> Annual Report 2009 81<br />

The programme is sub-divided into the<br />

‘Pool Splash’ project which focuses on safe<br />

swimming in pools; the ‘Ocean Splash’<br />

project which concentrates on sea<br />

swimming and the ‘Rural Splash’ project<br />

which concentrates on swimming in rivers<br />

and dams.<br />

Golf<br />

Our <strong>Telkom</strong> Business golf sponsorships –<br />

the <strong>Telkom</strong> PGA Championships, the<br />

<strong>Telkom</strong> PGA Pro-Am on the Sunshine Tour<br />

and two <strong>Telkom</strong> Business Pro-Ams – enable<br />

us to position our brand in the business<br />

environment. They also enable us to<br />

introduce new products and reinforce our<br />

relationship marketing programme.<br />

We also have a presence on Sunshine Tour<br />

tournaments such as the SA Open and the<br />

Nedbank Golf Challenge. In addition we<br />

are a broadcast sponsor of international<br />

events like the European Tour and World<br />

Gold championships.<br />

Paralympics<br />

<strong>Telkom</strong> has been a proud supporter of the<br />

South African Paralympics team since<br />

1992. Our team achieved 6th place on<br />

the overall medal table in the 2008 Beijing<br />

Olympics. The Paralympics are not only<br />

about sport; they are about hope, pride,<br />

inspiration and courage. <strong>Telkom</strong> is<br />

honoured to align our brand with this<br />

message of upliftment.<br />

Group<br />

overview<br />

Management<br />

review<br />

Sustainability<br />

review<br />

Performance<br />

review<br />

Financial<br />

statements<br />

Company<br />

Financial<br />

Information


82<br />

<strong>Telkom</strong> Annual Report 2009<br />

Global reporting initiative (GRI) content index<br />

<strong>Telkom</strong> has opted for an incremental adoption of the guidelines to the GRI index, the full adoption will include a quality assurance and<br />

compliance audit report. In many cases, <strong>Telkom</strong>’s internal reporting frameworks pre-date external frameworks, hence this is presented as<br />

a navigation aid as opposed to a “tick-box” compliance exercise.<br />

Item Comment and reference<br />

Vision and strategy<br />

1.1 Statement of the organisation’s vision and strategy regarding its<br />

contribution to sustainable development.<br />

See <strong>Telkom</strong>’s website: www.telkom.co.za/ir<br />

1.2 Statement from CEO (or equivalent senior manager) describing<br />

key elements of the report.<br />

Chief Executive Officer’s review<br />

Profile<br />

Organisational profile<br />

2.1 Name of reporting organisation. <strong>Telkom</strong> SA Limited<br />

2.2 Major products and/or services including brands if appropriate. Operational review<br />

Further details of products and service can be accessed<br />

on the website www.telkom.co.za<br />

2.3 Operational structure of the organisation. Group structure<br />

2.4 Description of major divisions, operating<br />

companies, subsidiaries.<br />

Group structure<br />

2.5 Countries in which the organisation’s operations are located. Enterprise risk management<br />

2.6 Nature of ownership; legal form. <strong>Telkom</strong> Group structure<br />

2.7 Nature of markets served. The telecommunications industry<br />

Report scope<br />

2.10 Contact person(s) for the report, including e-mail and<br />

web addresses.<br />

Administration page and www.telkom.co.za/ir<br />

2.11 Reporting period for information provided. Year ended March 31, 2009<br />

2.12 Date of most recent previous report. Year ended March 31, 2008<br />

Report profile<br />

2.17 Decisions not to apply GRI principles or protocols. Sustainability review<br />

2.18 Criteria/definitions used in any accounting for<br />

economic environment.<br />

Notes to the consolidated annual financial statements<br />

2.19 Significant changes from previous years in the<br />

measurement methods.<br />

Notes to the consolidated annual financial statements<br />

2.22 Means by which report users can obtain additional information<br />

and reports about economic, environmental and social aspects of<br />

the organisation’s activities, including facility-specific information.<br />

See <strong>Telkom</strong>’s website: www.telkom.co.za/ir


Item Comment and reference<br />

Governance structure and management systems<br />

Structure and governance<br />

3.1 Governance structure, including major Board committees. Corporate governance report<br />

3.2 Percentage of the Board of directors that are independent,<br />

non-executive directors.<br />

Corporate governance report<br />

3.3 Board-level processes for overseeing economic, environmental<br />

and social risks and opportunities.<br />

Corporate governance report<br />

3.4 Linkage between executive compensation and achievement<br />

of goals.<br />

Human capital management report<br />

3.5 Organisational structure and key responsibilities. Chief officers and management team<br />

<strong>Telkom</strong> Annual Report 2009 83<br />

3.6 Mission and values statements and codes of conduct. See <strong>Telkom</strong>’s website: www.telkom.co.za/ir<br />

3.7 Mechanisms for shareholders to provide recommendations to the Company Secretary (see contact details on ibc;) IR road-<br />

Board of directors. shows; AGM and the IR website www.telkom.co.za/ir<br />

Stakeholder engagement<br />

3.8 Major stakeholders. Sustainability review<br />

3.9 Approaches to stakeholder consultation. Sustainability review<br />

3.10 Type of information generated by stakeholder consultations. Sustainability review<br />

3.11 Use of information resulting from stakeholder engagements. Sustainability review<br />

Economic performance indicators<br />

EC1 Net sales. Consolidated income statement<br />

EC2 Geographic breakdown of markets. Notes to the consolidated annual financial statements<br />

EC3 Cost of all goods, material and services purchased. Consolidated income statement<br />

EC5 Total payroll benefits. Consolidated income statement<br />

EC6 Distributions to providers of capital. Consolidated statement of changes in equity<br />

EC7 Increase/decrease in retained earnings at end of period. Consolidated statement of changes in equity<br />

EC8 Total sum of taxes of all types paid broken down by country. Notes to the consolidated annual financial statements<br />

EC10 Donations to community, civil society and other groups. Corporate social investment report<br />

Group<br />

overview<br />

Management<br />

review<br />

Sustainability<br />

review<br />

Performance<br />

review<br />

Financial<br />

statements<br />

Company<br />

Financial<br />

Information


84<br />

<strong>Telkom</strong> Annual Report 2009<br />

Global reporting initiative (GRI) content index (continued)<br />

Item Comment and reference<br />

Environmental performance indicators<br />

Materials<br />

EN1 Total material use other than water, by type (report in tonnes,<br />

kilograms or volume). Provide definitions used for types<br />

of materials.<br />

Safety, health and environment report<br />

EN2 Percentage of materials used that are waste (processed<br />

or unprocessed) from sources external to the reporting<br />

organisation.<br />

Safety, health and environment report<br />

EN5 Total water use. Safety, health and environment report<br />

EN6 Land owned, leased, or managed in biodiversity-rich habitats. Safety, health and environment report<br />

EN7 Description of major impacts on biodiversity, associated with<br />

the organisation’s activities and/or products and services in<br />

terrestrial, freshwater and marine environments.<br />

Safety, health and environment report<br />

Social performance indicators<br />

Labour practices and decent work<br />

LA1 Breakdown of workforce. Human capital management report<br />

LA2 Percentage of employees represented by independent<br />

trade unions.<br />

Human capital management report<br />

LA3 Occupational accidents and diseases. Safety, health and environment report<br />

LA4 Standard injury, lost day and absentee rates and number of<br />

work-related fatalities.<br />

Safety, health and environment report<br />

LA5 Description of policies or programmes on HIV/AIDS. Safety, health and environment report<br />

LA6 Average hours of training per year per employee by category<br />

of employee.<br />

Human capital management report<br />

LA7 Equal opportunity policies or programmes. Human capital management report<br />

LA8 Composition of senior management and corporate Chief officers and management team<br />

governance bodies. Corporate governance report


espond<br />

to competitive<br />

challenges<br />

Performance review<br />

Five year operational review 86<br />

Operational review 87<br />

Three year financial review 104<br />

Financial review 105<br />

Group<br />

overview<br />

Management<br />

review<br />

Sustainability<br />

review<br />

Performance<br />

review<br />

Financial<br />

statements<br />

Company<br />

Financial<br />

Information


86<br />

<strong>Telkom</strong> Annual Report 2009<br />

Five year operational review<br />

for the years ended March 31<br />

2005 2006 2007 2008 2009 CAGR (%)<br />

Fixed-line operational data<br />

ADSL subscribers 1 58,278 143,509 255,633 412,190 548,015 75.1<br />

Calling plan subscribers – 62,803 272,071 464,038 590,590 111.1<br />

Closer subscribers – 62,803 266,300 451,122 575,812 109.3<br />

Supreme call subscribers – – 5,771 12,916 14,778 60.0<br />

W-CDMA subscribers – – – – 5,253 n/a<br />

Fixed access lines (’000) 1 4,726 4,708 4,642 4,533 4,451 (1.5)<br />

Post-paid – PSTN 3,006 2,996 2,971 2,893 2,769 (2.0)<br />

Post-paid – ISDN channels 664 693 718 754 781 4.1<br />

Prepaid 887 854 795 743 766 (3.6)<br />

Payphones 169 165 158 143 135 (5.5)<br />

Fixed-line penetration rate (%) 10.1 10.0 9.8 9.5 9.1 (2.6)<br />

Revenue per fixed access line (Z<strong>AR</strong>) 5,250 5,304 5,275 5,250 5,349 0.5<br />

Total fixed-line traffic (millions of minutes) 31,706 31,015 29,323 26,926 24,869 (5.9)<br />

Local 19,314 18,253 14,764 11,317 8,822 (17.8)<br />

Long distance 4,453 4,446 4,224 3,870 3,631 (5.0)<br />

Fixed-to-mobile 3,911 4,064 4,103 4,169 4,126 1.3<br />

International outgoing 415 515 558 635 622 10.6<br />

International VoIP 89 83 38 43 34 (21.4)<br />

Subscription based calling plans – – 1,896 2,997 3,546 36.8<br />

Interconnection 3,524 3,654 3,740 3,895 4,088 3.8<br />

Domestic mobile interconnection 2,206 2,299 2,419 2,502 2,484 3.0<br />

Domestic fixed interconnection – – – 113 415 n/a<br />

International interconnection 1,318 1,355 1,321 1,280 1,189 (2.5)<br />

Managed data network sites 11,961 16,887 21,879 25,112 29,979 25.8<br />

Internet all access subscribers 2 225,280 282,927 302,593 358,066 423,196 17.1<br />

Fixed-line employees 28,972 25,575 25,864 24,879 23,520 (5.1)<br />

Fixed access lines per fixed-line employee 3 163 184 180 182 189 3.8<br />

(1) Excludes <strong>Telkom</strong> internal lines.<br />

(2) Includes <strong>Telkom</strong> Internet ADSL, ISDN, WiMAX and dial-up subscribers.<br />

(3) Based on number of fixed-line employees, excluding subsidiaries.<br />

Mobile operational data 4<br />

Total mobile customers (’000) 15,483 23,520 30,150 33,994 39,614 26.5<br />

South Africa<br />

Mobile customers (’000) 12,838 19,162 23,004 24,821 27,625 21.1<br />

Contract 1,872 2,362 3,013 3,541 3,946 20.5<br />

Prepaid 10,941 16,770 19,896 21,177 23,561 21.1<br />

Community services telephones 25 30 95 103 118 47.4<br />

Mobile churn (%) 27.1 17.7 33.8 42.3 40.1 10.3<br />

Contract 9.1 10.0 9.7 8.3 9.9 2.1<br />

Prepaid 30.3 18.8 37.5 47.9 45.4 10.6<br />

Estimated mobile market share (%) 5 56 58 58 55 53 (1.4)<br />

Mobile penetration (%) 49.5 70.6 84.2 94.3 108.0 21.5<br />

Total mobile traffic (millions of minutes) 14,218 17,066 20,383 22,769 24,383 14.4<br />

Mobile <strong>AR</strong>PU (Z<strong>AR</strong>) 6 163 139 128 128 133 (5.0)<br />

Contract 624 572 517 486 474 (6.6)<br />

Prepaid 78 69 63 62 68 (3.4)<br />

Community services 2,321 1,796 902 689 534 (30.7)<br />

Mobile employees 7 3,919 4,305 4,727 4,849 5,451 8.6<br />

Mobile customers per mobile employee 7 3,276 4,451 4,867 5,119 5,068 11.5<br />

Other African countries<br />

Mobile customers (’000) 2,645 4,358 7,146 9,173 11,989 45.9<br />

Mobile employees 8 1,074 1,154 1,522 1,992 2,336 21.4<br />

Mobile customers per mobile employee 8 2,463 3,776 4,695 4,605 5,132 20.1<br />

Gateway employees – – – – 389 n/a<br />

(4) 100% of Vodacom data.<br />

(5) Based on Vodacom estimates.<br />

(6) With effect from April 1, 2008, <strong>AR</strong>PU calculations include revenues from national roamers and international visitors roaming on Vodacom’s network.<br />

Historical <strong>AR</strong>PU numbers have been restated in line with this new methodology.<br />

(7) Includes Holding company and Mauritian employees and temporary employees.<br />

(8) Includes temporary employees.<br />

Multi-Links<br />

Subscribers – – 185,619 813,392 2,516,109 268.2<br />

Employees – – – 782 1,124 n/a<br />

Permanent – – – 680 775 n/a<br />

Expatriate – – – 71 95 n/a<br />

Temporary<br />

Africa Online<br />

– – – 31 254 n/a<br />

Subscribers9,10 – – n/a 17,252 18,441 n/a<br />

Employees – – 317 379 313 (0.6)<br />

(9) From April 1, 2008, Africa Online changed the method of counting subscribers to include all the individual corporate sites as individual customers. The comparative information for 2008 has<br />

been restated.<br />

(10) Excluding UUNet joint venture partner’s subscribers in Kenya. UU-Net had 300 and 320 subscribers as at March 31, 2008 and 2009, respectively.


Operational review<br />

History and development of the<br />

Company<br />

<strong>Telkom</strong> was incorporated on September<br />

30, 1991 as a public limited liability<br />

company registered under the South<br />

African Companies Act No. 61 of 1973,<br />

as amended.<br />

Registration number: 1991/005476/06<br />

The Company’s principal executive offices<br />

are located at:<br />

<strong>Telkom</strong> Towers North<br />

152 Proes Street<br />

Pretoria<br />

0002<br />

Gauteng Province<br />

South Africa<br />

Telephone number: +27 (0)12 311 3566<br />

Website address: http://www.telkom.co.za<br />

Historical background<br />

Prior to 1991, the former Department of<br />

Posts and Telecommunications of South<br />

Africa exclusively provided telecommunications<br />

and postal services in South Africa.<br />

In 1991, the government of South Africa<br />

transferred the entire telecommunications<br />

enterprise of the Department of Posts and<br />

Telecommunications of South Africa to a<br />

new entity, <strong>Telkom</strong>, as part of a<br />

commercialisation process intended to<br />

liberalise certain sectors of South Africa’s<br />

economy. <strong>Telkom</strong> remained a wholly stateowned<br />

enterprise until May 14, 1997,<br />

when the government of South Africa sold<br />

a 30% equity interest in <strong>Telkom</strong> to Thintana<br />

Communications LLC, a strategic equity<br />

investor beneficially owned by SBC<br />

Communications Inc. and Telekom Malaysia<br />

S.D.N. Berhard. On March 7, 2003, we<br />

completed our initial public offering and<br />

listing on the JSE and NYSE, pursuant to<br />

which the government of South Africa sold<br />

a total of 154,199,467 ordinary shares,<br />

including 14,941,513 ordinary shares<br />

through the exercise of an over-allotment<br />

option.<br />

Sale and unbundling of Vodacom<br />

shareholding<br />

Effective as of April 20, 2009, <strong>Telkom</strong><br />

concluded the sale and unbundling of its<br />

interest in Vodacom, pursuant to which the<br />

following inter-conditional transactions<br />

occurred:<br />

• <strong>Telkom</strong> sold a 15% stake in Vodacom<br />

for R22.5 billion of cash less the<br />

attributable net debt of Vodacom as at<br />

September 30, 2008 and 15% of any<br />

dividends, and any secondary taxation<br />

on companies (STC) levied thereon,<br />

which amounted to R20,583 million.<br />

• <strong>Telkom</strong> distributed to its shareholders a<br />

sum equal to 50% of the after-tax<br />

proceeds from the sale to Vodacom, net<br />

of any STC levied thereon (R19 per<br />

share) by way of a special dividend.<br />

• Vodacom converted to a public<br />

company and was listed on the main<br />

board of the JSE Limited on May 18,<br />

2009; and<br />

• <strong>Telkom</strong> distributed its remaining 35%<br />

stake in Vodacom to eligible <strong>Telkom</strong><br />

shareholders in proportion to their<br />

shareholdings in <strong>Telkom</strong>, by way of an<br />

unbundling in terms of Section 90 of the<br />

Companies Act 61 of 1973, as<br />

amended, and Section 46 of the<br />

Income Tax Act 58 of 1962, as<br />

amended.<br />

On June 2, 2009, <strong>Telkom</strong> completed a<br />

placement of 28,993,233 shares of<br />

Vodacom, on behalf of ineligible foreign<br />

shareholders, with institutional investors<br />

through an accelerated bookbuild offering,<br />

pursuant to Regulation S under the US<br />

Securities Act of 1933. The Vodacom<br />

shares were placed at a price of R53.00<br />

per share, raising gross proceeds of<br />

R1.54 billion for such ineligible foreign<br />

shareholders. The proceeds from the<br />

offering, net of applicable fees, expenses,<br />

taxes and charges, were distributed to the<br />

<strong>Telkom</strong> Annual Report 2009 87<br />

ineligible foreign shareholders in<br />

proportion to their entitlement to Vodacom<br />

shares. JP Morgan Securities Limited acted<br />

as the Sole Bookrunner for the placement.<br />

For further information on this transaction<br />

please refer to the detailed announcements<br />

posted on the Investor Relations website at<br />

www.telkom.co.za.<br />

Delisting on the New York Stock<br />

Exchange<br />

Given the current global economic climate<br />

and the business imperative for <strong>Telkom</strong> to<br />

reduce its cost base, the Board has<br />

decided to delist from the New York Stock<br />

Exchange. Maintaining a listing in the<br />

United States is expensive and takes<br />

considerable management time. The<br />

methodology employed and discipline<br />

gained from compliance with the<br />

Sarbanes-Oxley reporting requirements<br />

will be retained, where appropriate, to<br />

ensure strict corporate governance<br />

compliance and transparent financial<br />

reporting.<br />

<strong>Telkom</strong> is comfortable that the JSE provides<br />

sufficient access to capital from both South<br />

African and global investors. <strong>Telkom</strong><br />

intends to maintain a level 1 American<br />

Depositary Receipt programme to facilitate<br />

over-the-counter trading in the United States<br />

of America.<br />

Senior management<br />

On November 14, 2008, the Board<br />

announced that our business would be split<br />

into three operational units – <strong>Telkom</strong> SA,<br />

<strong>Telkom</strong> International and <strong>Telkom</strong> Data<br />

Centre Operations, effective from April 1,<br />

2009. On April 15, 2009 Thami<br />

Msimango was appointed Managing<br />

Director of the <strong>Telkom</strong> International business<br />

unit. On May 1, 2009 Nombulelo Moholi<br />

was appointed Managing Director of<br />

<strong>Telkom</strong> SA and on July 30, 2009<br />

Pierre Marais was appointed as acting<br />

Managing Director of <strong>Telkom</strong> Data Centre<br />

Operations.<br />

Group<br />

overview<br />

Management<br />

review<br />

Sustainability<br />

review<br />

Performance<br />

review<br />

Financial<br />

statements<br />

Company<br />

Financial<br />

Information


88<br />

<strong>Telkom</strong> Annual Report 2009<br />

Operational review (continued)<br />

Peter Nelson was appointed Chief<br />

Financial Officer on December 8, 2008.<br />

On July 7, 2009 <strong>Telkom</strong> announced the<br />

appointment of Jeffrey Hedberg as Chief<br />

Executive Officer of Multi-Links.<br />

Segmental reporting and discontinued<br />

operations<br />

At the beginning of 2009, Multi-Links was<br />

added as a separate financial reporting<br />

segment. Our four reporting segments are<br />

now fixed-line, Multi-Links, mobile and<br />

other. The other segment includes Trudon,<br />

formerly TDS Directory Operations; Africa<br />

Online; Swiftnet and <strong>Telkom</strong> Media.<br />

Discontinued operations include Vodacom,<br />

Swiftnet and <strong>Telkom</strong> Media.<br />

Acquisitions and investments<br />

During the year under review we purchased<br />

an additional 25% of Multi-Links in Nigeria,<br />

giving us 100% control of the company. In<br />

addition, after year end we acquired<br />

MWEB Africa and 75% of MWEB<br />

Namibia from Naspers and we sold our<br />

75% shareholding in <strong>Telkom</strong> Media to<br />

Shenzhen Media South Africa.<br />

Strategic agreement with AT&T<br />

On April 16, 2009 we entered into a<br />

strategic memorandum of understanding<br />

with global communications leader AT&T to<br />

enable the Company to extend its reach<br />

into sub-Saharan Africa to service corporate<br />

customers and boost our strategy to grow a<br />

strong local footprint in Africa.<br />

Business summary<br />

We are one of the largest companies<br />

registered in South Africa and one of the<br />

largest communications service providers in<br />

Africa based on operating revenue and<br />

assets. As of March 31, 2009, we had<br />

total assets of R85.8 billion; operating<br />

revenue from continuing operations of<br />

R35.9 billion; approximately 4.5 million<br />

telephone access lines with 99.9% of these<br />

connected to digital exchanges.<br />

We offer our customers fixed-line voice<br />

services, fixed-line and wireless data<br />

services and mobile communications<br />

services. Other services include the Trudon<br />

Group, our directory services, Multi-Links<br />

and MWEB Africa subsidiaries.<br />

Overview<br />

Our fixed-line segment is our largest<br />

business segment and includes our fixedline<br />

voice, data and internet businesses.<br />

<strong>Telkom</strong>’s fixed-line services comprise:<br />

• Fixed-line subscription and connection<br />

services to postpaid, prepaid and<br />

private payphone customers using PSTN<br />

lines including ISDN lines, and the sale<br />

of subscription based value-added voice<br />

services and customer premises<br />

equipment (CPE) rental and sales.<br />

• Fixed-line traffic services to postpaid,<br />

prepaid and payphone customers<br />

including local, long distance, fixed-tomobile,<br />

international outgoing and<br />

international Voice over Internet Protocol<br />

(VoIP) traffic services.<br />

• Interconnection services, including<br />

terminating and transiting traffic from<br />

South African mobile operators and<br />

international operators, as well as<br />

transiting traffic from mobile to<br />

international destinations, and<br />

• Data and internet services, including<br />

domestic and international data<br />

transmission services, such as point-topoint<br />

leased lines, ADSL services,<br />

W-CDMA packet based services,<br />

managed data networking services, as<br />

well as internet access and related<br />

information technology services.<br />

Products and services<br />

Subscriptions and connections<br />

<strong>Telkom</strong> provides post-paid, prepaid and<br />

private payphone customers with digital<br />

and analogue fixed-line access services<br />

including PSTN lines, ISDN lines, and<br />

wireless access between a customer’s<br />

premises and our fixed-line network. Each<br />

analogue PSTN line includes one access<br />

channel, each basic rate ISDN line<br />

includes two access channels and each<br />

primary rate ISDN line includes 30 access<br />

channels. Each ISDN line transmits signals<br />

at speeds of 64 Kbps per channel.<br />

Subscriptions to ADSL are included in our<br />

data services revenue.<br />

We were the first fixed-line operator<br />

globally to provide a prepaid service on a<br />

fixed-line network. Our prepaid service<br />

offers customers an alternative to the<br />

conventional post-paid fixed-line telephone<br />

Year ended March 31,<br />

2008/2007 2009/2008<br />

(in thousands, except percentages) 2007 2008 2009 % change % change<br />

Post-paid PSTN (1) 2,971 2,893 2,769 (2.6) (4.3)<br />

Business 1,426 1,429 1,396 0.2 (2.3)<br />

Residential 1,545 1,464 1,373 (5.2) (6.2)<br />

Prepaid PSTN 795 743 766 (6.5) 3.1<br />

ISDN channels 718 754 781 5.0 3.6<br />

Payphones (2) 158 142 135 (10.1) (4.9)<br />

Total fixed access lines (3) 4,642 4,532 4,451 (2.4) (1.8)<br />

(1) Excluding ISDN channels. PSTN lines are provided using copper cable, DECT and fibre.<br />

(2) Includes public and private payphones.<br />

(3) Total fixed access lines are comprised of PSTN lines, including ISDN channels, prepaid lines, ADSL lines and public and private payphones, but excluding<br />

internal lines in service. Each analogue PSTN line includes one access channel, each basic rate ISDN line includes two access channels and each primary<br />

rate ISDN line includes 30 access channels.


service. All costs including installation,<br />

telephone equipment, line rental and call<br />

charges are paid in advance, eliminating<br />

the need for monthly telephone bills. We<br />

target our prepaid service mainly at firsttime<br />

residential customers who do not have<br />

sufficient credit history, and are located in<br />

areas where we can provide access to our<br />

network without significant additional<br />

investment. Customers who have previously<br />

had their telephone service disconnected<br />

due to non-payment are also encouraged<br />

to migrate to our prepaid service option in<br />

order to reduce future non-payments while<br />

satisfying demand for our services.<br />

We also offer a broad range of valueadded<br />

voice services on a subscription or<br />

usage basis including call forwarding, call<br />

waiting, conference calling, voicemail, tollfree<br />

calling, ShareCall which permits<br />

callers and recipients to share call costs,<br />

speed dialling, enhanced fax services and<br />

calling card services for payphones. These<br />

services complement our basic voice<br />

services and provide us with additional<br />

revenue while satisfying customer demand,<br />

enhancing our brand and increasing<br />

customer loyalty. Value-added voice<br />

services such as our CallAnswer voicemail<br />

service are also bundled with value-added<br />

calling plans such as <strong>Telkom</strong> Closer, to<br />

further enhance the value of these services<br />

to our customers.<br />

We provide payphone services throughout<br />

South Africa. As at March 31, 2009,<br />

<strong>Telkom</strong> operated approximately 132,208<br />

public payphones and approximately<br />

3,146 private payphones, of which<br />

approximately 39% were coin-operated<br />

and combination payphones, and the<br />

remainder card-operated payphones.<br />

The table opposite presents information<br />

regarding our post-paid and prepaid lines<br />

as well as payphones as at the dates<br />

indicated, excluding our internal lines.<br />

The table above shows information related<br />

to the number of our fixed access lines in<br />

service, net line growth and churn for the<br />

periods. Churn is calculated by dividing<br />

the number of disconnections by the<br />

average number of fixed access lines in<br />

service during the year.<br />

Connections include new line orders resulting<br />

primarily from changes in service and, to a<br />

lesser extent, new line roll-out. Disconnections<br />

include both customer-initiated disconnections<br />

and <strong>Telkom</strong>-initiated disconnections. Included<br />

in disconnections and churn are those<br />

customers who have terminated their service<br />

with <strong>Telkom</strong> and subsequently subscribed to a<br />

new service with <strong>Telkom</strong> as a result of<br />

relocation or change of subscription to a<br />

different type of service.<br />

Value-enhancing bundles<br />

During the year under review, <strong>Telkom</strong><br />

continued to focus on customer retention<br />

and offering value for money by<br />

continuously enhancing packages such as<br />

PC bundles and <strong>Telkom</strong> Closer, including<br />

the following:<br />

From August 1, 2009, Closer customers<br />

will have the option to choose between<br />

CallAnswer and Identicall. Currently the<br />

package includes only CallAnswer.<br />

<strong>Telkom</strong> Closer 1<br />

Includes line rental, CallAnswer, a minimum<br />

flat-rate charge for calls during off-peak<br />

<strong>Telkom</strong> Annual Report 2009 89<br />

Year ended March 31,<br />

2008/2007 2009/2008<br />

(in thousands, except percentages) 2007 2008 2009 % change % change<br />

Opening balance 4,708 4,642 4,532 (1.4) (2.4)<br />

Net line growth (66) (110) (81) (66.7) (26.4)<br />

Connections 572 497 482 (13.1) (3.0)<br />

Disconnections (638) (607) (563) (4.9) (7.2)<br />

Closing balance 4,642 4,532 4,451 (2.4) (1.8)<br />

Chum (%) 13.6 13.3 12.5 (2.2) (6.0)<br />

time up to one hour, a discounted per<br />

record rate for local and long distance<br />

calls subject to a minimum charge, as well<br />

as 30 free local minutes during standard<br />

time introduced since August 2007. In<br />

addition, with effect from August 2008,<br />

this package includes 60 free local internet<br />

minutes during off-peak time.<br />

<strong>Telkom</strong> Closer 2<br />

Includes line rental, CallAnswer, unlimited<br />

free calls during off-peak time up to one<br />

hour, a discounted per record rate for local<br />

and long distance calls subject to a<br />

minimum charge, as well as 30 free local<br />

minutes during standard time introduced in<br />

August 2007. In addition, with effect from<br />

August 2008, this package includes<br />

60 free local internet minutes during offpeak<br />

time.<br />

<strong>Telkom</strong> Closer 3<br />

Includes line rental, CallAnswer, 1,300<br />

inclusive free peak-time minutes, unlimited<br />

free calls during off-peak time up to one<br />

hour, a discounted per second rate for<br />

local and long distance calls subject to a<br />

minimum charge, as well as reduced rates<br />

to selected international destinations and<br />

pure per second billing for fixed-to-mobile<br />

calls since August 2007.<br />

<strong>Telkom</strong> Closer 4<br />

All the benefits of <strong>Telkom</strong> Closer 3 bundled<br />

with Fast DSL up to 384 Kbps.<br />

<strong>Telkom</strong> Closer 5<br />

All the benefits of <strong>Telkom</strong> Closer 3 bundled<br />

with Fastest DSL up to 4096 Kbps.<br />

<strong>Telkom</strong> Closer plans 1 to 3 have an option<br />

to purchase 150 or 75 local internet hours<br />

during call more time.<br />

Group<br />

overview<br />

Management<br />

review<br />

Sustainability<br />

review<br />

Performance<br />

review<br />

Financial<br />

statements<br />

Company<br />

Financial<br />

Information


90<br />

<strong>Telkom</strong> Annual Report 2009<br />

Operational review (continued)<br />

The <strong>Telkom</strong> Closer packages have<br />

performed well, increasing by 27.6% to<br />

575,812 plans. Supreme call packages,<br />

targeted at the business segment, have<br />

increased by 14.4% to 14,778 packages<br />

and PC bundles have increased 48.3% to<br />

11,336. <strong>Telkom</strong> continues to be successful<br />

in tying in large corporate customers to<br />

term and volume discount plans. Annuity<br />

revenue streams, which exclude line<br />

installations, reconnection fees and<br />

CPE sales, have increased by 6.8% to<br />

R7.4 billion. <strong>Telkom</strong> will seek to continue<br />

converting revenue streams to annuity<br />

revenues. This will be done largely through<br />

bundling call minutes and ADSL services<br />

with access line rental in attractive<br />

subscription based value propositions. This<br />

is an important strategy for delivering<br />

greater value to our customers. Our current<br />

line penetration of bundled products is<br />

41.7% and we are targeting a penetration<br />

of 56% by 2013/14.<br />

Pricing is a key element of the value<br />

proposition and our pricing strategy is<br />

aimed at improving our competitiveness in<br />

areas where competition is expected to<br />

intensify and where arbitrage opportunities<br />

exist. <strong>Telkom</strong>’s strategy to counter pricing<br />

pressures is as follows:<br />

• Actively offer value based calling plans<br />

and bundles to extend value and<br />

savings to our customers.<br />

• Reduce international and long distance<br />

rates to reduce arbitrage opportunities;<br />

• Rebalance standard/off-peak local<br />

rates, to better align these with<br />

international norms and improve our<br />

competitive position; and<br />

• Reduce and rebalance national and<br />

international data prices to improve our<br />

competitive position.<br />

The decrease in the number of subscriber<br />

lines was largely in the residential postpaid<br />

PSTN line and, to a lesser extent,<br />

business post-paid PSTN lines, partially<br />

offset by an increase in ISDN channels.<br />

The decrease in the number of residential<br />

post-paid PSTN lines was mainly due to the<br />

introduction of competition in the fixed-line<br />

arena from Neotel, including due to<br />

customers relocating and changing<br />

providers, customer migration to mobile<br />

and higher bandwidth products and, to a<br />

lesser extent, cable theft incidents. The<br />

increase in prepaid services in the 2009<br />

financial year was due primarily to our<br />

lower priced “Waya-Waya” offering,<br />

which accounted for approximately 60.2%<br />

of prepaid services as of March 31,<br />

2009. The increase in ISDN channels and<br />

ADSL services was mainly driven by<br />

increased demand for higher bandwidth<br />

and functionality. This is evident in the 6%<br />

growth in ISDN Primary rates and the 33%<br />

growth in ADSL services. The upgrading of<br />

DSL 1024 to DSL 4096 increased the<br />

attractiveness of this DSL band, with<br />

customers migrating from DSL 512 to the<br />

high speed offering despite the added<br />

cost. <strong>Telkom</strong>’s aggressive marketing<br />

campaigns for Do Broadband products,<br />

also contributed to the ADSL growth. In the<br />

2009 fiscal year, <strong>Telkom</strong> introduced a<br />

wireless W-CDMA service to combat the<br />

effects of theft, as well as grow market<br />

share in anticipation of <strong>Telkom</strong> moving into<br />

the mobile market. Connections to our<br />

wireless W-CDMA service are included in<br />

our numbers of subscribers, but not lines.<br />

We also offer telecommunications equipment<br />

rentals and sales such as telephones<br />

and private branch exchange (PABX)<br />

systems, as well as related post-sales<br />

maintenance and service for residential<br />

and business customers in South Africa.<br />

The market in South Africa for such<br />

equipment and systems, commonly known<br />

as customer premises equipment (CPE), is<br />

characterised by high competition and low<br />

profit margins. We believe, however, that<br />

the supply and servicing of CPE is an<br />

essential part of providing a full service<br />

to our customers and in the process<br />

stimulating usage on our network.<br />

Traffic minutes<br />

We offer local, long distance, fixed-tomobile,<br />

international outgoing and<br />

international voice over internet protocol<br />

services to business, residential and<br />

payphone customers throughout South<br />

Africa at tariffs that vary depending on the<br />

destination, length, day and time of call.<br />

The following table presents information<br />

regarding our fixed-line traffic minutes,<br />

excluding interconnection traffic, for the<br />

periods indicated. We calculate fixed-line<br />

traffic by dividing fixed-line traffic revenues<br />

for the particular category by the weighted<br />

average tariff for that category during the<br />

relevant period.<br />

Year ended March 31,<br />

2008/2007 2009/2008<br />

(in millions of minutes, except percentages) 2007 2008 2009 % change % change<br />

Local (1) 14,764 11,317 8,822 (23.3) (22.0)<br />

Long distance (1) 4,224 3,870 3,631 (8.4) (6.2)<br />

Fixed-to-mobile 4,103 4,169 4,126 1.6 (1.0)<br />

International outgoing 558 635 622 13.8 (2.0)<br />

International voice over internet protocol 38 43 34 13.2 (20.9)<br />

Subscription based calling plans 1,896 2,997 3,546 58.1 18.3<br />

Total 25,583 23,031 20,781 (10.0) (9.8)<br />

(1) Local and long distance traffic includes dial-up Internet traffic.


Traffic was adversely affected in both the<br />

2009 and 2008 financial years by the<br />

increasing substitution of calls placed using<br />

mobile services rather than our fixed-line<br />

service and dial-up internet traffic being<br />

substituted by our ADSL service, as well as<br />

the decrease in the number of residential<br />

post-paid PSTN lines and increased<br />

competition in our payphone business. In<br />

addition, the 2009 financial year traffic<br />

was adversely affected by customer<br />

migration to broadband services offered<br />

by mobile operators.<br />

The table above sets forth information<br />

regarding interconnection traffic terminating<br />

on or transiting through our network for<br />

the periods indicated. We calculate<br />

interconnection traffic, other than<br />

international outgoing mobile traffic and<br />

international interconnection traffic, by<br />

dividing interconnection revenue for the<br />

particular category by the weighted<br />

average tariff for such category during the<br />

relevant period. Fixed-line international<br />

outgoing mobile traffic and international<br />

interconnection traffic are based on the<br />

traffic registered through the respective<br />

exchanges and reflected in international<br />

interconnection invoices.<br />

The increase in domestic mobile<br />

interconnection traffic in the years ended<br />

March 31, 2009 and 2008 was primarily<br />

due to an overall increase in mobile calls<br />

as a result of growth in the mobile market,<br />

partially offset by increased mobile-tomobile<br />

calls bypassing our network. The<br />

decrease in domestic mobile interconnection<br />

traffic in the 2009 financial<br />

year was primarily due to increased<br />

mobile-to-mobile calls bypassing our<br />

network.<br />

Domestic fixed interconnection traffic<br />

includes traffic from Neotel, USALs and<br />

VANS. The increase in domestic fixed<br />

interconnection traffic in the year under<br />

review was mainly due to increased<br />

competition.<br />

International interconnection traffic<br />

decreased in the 2009 and 2008<br />

financial years due to a decrease in<br />

volumes as a result of loss of volumes to<br />

Neotel, Sentech, the USALs and illegal<br />

operators terminating traffic in the country.<br />

The decrease was partially offset by<br />

increased international hubbing traffic in<br />

the year under review.<br />

Tariff rebalancing<br />

We made significant progress in<br />

rebalancing our fixed-line tariffs. Our tariff<br />

rebalancing programme was historically<br />

aimed at better aligning our fixed-line traffic<br />

charges with underlying costs and<br />

international norms. We expect that our<br />

tariff rebalancing in future will focus more<br />

on the relationship between the actual<br />

costs and tariffs of subscriptions,<br />

connections and traffic in order to more<br />

accurately reflect underlying costs, and in<br />

response to increased competition.<br />

Regulations under the Telecommunications<br />

Act, which remain in effect, impose a price<br />

cap on a basket of <strong>Telkom</strong>’s specified<br />

services including installations, prepaid<br />

and post-paid line rental, local, long<br />

distance and international calls, fixed-tomobile<br />

calls, public payphone calls, ISDN<br />

services, our Diginet product and our<br />

Megaline product. A similar cap applies to<br />

a sub-basket of those services provided to<br />

residential customers, including leased<br />

<strong>Telkom</strong> Annual Report 2009 91<br />

Year ended March 31,<br />

2008/2007 2009/2008<br />

(in millions of minutes, except percentages) 2007 2008 2009 % change % change<br />

Domestic mobile interconnection traffic 2,419 2,502 2,484 3.4 (0.7)<br />

Domestic fixed interconnection traffic – 113 415 n/a 267.3<br />

International interconnection traffic 1,321 1,280 1,189 (3.1) (7.1)<br />

Total 3,740 3,895 4,088 4.1 5.0<br />

lines up to and including lines of 2 Mbps<br />

of capacity and the rental and installation<br />

of business exchange lines. Approximately<br />

57% of our operating revenue for the year<br />

ended March 31,2008 was included in<br />

this basket, compared to approximately<br />

54% in the year ended March 31, 2009.<br />

Our tariffs for these services are filed with<br />

ICASA for approval. The price cap<br />

operates by restricting the annual<br />

percentage increase in revenues from all<br />

services included in the basket that are<br />

attributable solely to changes in annual<br />

inflation, measured by changes in the<br />

consumer price index, less a specified<br />

percentage.<br />

Historically, the annual permitted<br />

percentage increase in revenues from both<br />

the whole basket and the residential subbasket<br />

was 1.5% below inflation. Effective<br />

from August 1, 2005 through July 31,<br />

2008, the annual permitted increase in<br />

revenues from both the whole basket and<br />

the residential sub-basket was lowered to<br />

3.5% below inflation, and ADSL products<br />

and services have been added to the<br />

basket. In addition, the price of no<br />

individual service within the residential subbasket<br />

can be increased by more than 5%<br />

above inflation except where specific<br />

approval has been received from ICASA,<br />

and pursuant to the Electronic Communications<br />

Act, revenue generated from<br />

services where we have significant market<br />

power may not be used to subsidise<br />

competitive services. Early in 2008,<br />

ICASA commissioned a review of the<br />

existing price control regulations<br />

applicable to <strong>Telkom</strong>; however, ICASA has<br />

not initiated the statutory public process of<br />

reviewing the existing regulations. <strong>Telkom</strong> is<br />

Group<br />

overview<br />

Management<br />

review<br />

Sustainability<br />

review<br />

Performance<br />

review<br />

Financial<br />

statements<br />

Company<br />

Financial<br />

Information


92<br />

<strong>Telkom</strong> Annual Report 2009<br />

Operational review (continued)<br />

awaiting communications from ICASA in<br />

respect of proposed timelines for the<br />

review.<br />

ICASA approved a 2.1% reduction in the<br />

overall tariffs for services in the basket<br />

effective August 1, 2006, a 1.2%<br />

reduction in the overall tariffs for services in<br />

the basket effective August 1, 2007 and a<br />

2.4% increase on its regulated basket of<br />

products and services effective August 1,<br />

2008. On June 22, 2009, <strong>Telkom</strong> filed<br />

with ICASA proposed average price<br />

increases on its regulated basket of<br />

products and services of 1.7% as a result<br />

of inflation increases, effective August 1,<br />

2009. The price control formula would<br />

have permitted <strong>Telkom</strong> to apply for a<br />

19.7% price increase due to the high<br />

consumer price index in South Africa and<br />

excess carryover of lower price increases<br />

for prior periods. Our tariffs are subject to<br />

approval by the regulatory authorities. All<br />

tariffs include value-added tax (VAT) at a<br />

rate of 14%.<br />

Data<br />

Leased lines<br />

A large number of leased lines are<br />

provided to the mobile operators at<br />

negotiated wholesale rates for the build-out<br />

of their networks. With the growth in traffic<br />

carried on the mobile networks, a need<br />

was identified for the deployment within<br />

these networks of transmission links with<br />

speeds higher than the 2 Mbps provided<br />

by existing agreements. We have<br />

broadband fixed-link leasing agreements<br />

with Vodacom, MTN and Cell C. These<br />

agreements have been enhanced over<br />

time, and we currently provide broadband<br />

links at speeds of 45 Mbps, 155 Mbps<br />

and 622 Mbps, and anticipate that we<br />

will soon be providing links at speeds of<br />

2.5 Gbps. Formalised service level<br />

agreements as well as term and volume<br />

based discount structures, as a counter to<br />

the competitive challenges that are<br />

occurring in this area of the business, have<br />

been implemented.<br />

Recognising the increasing threat of<br />

competition in the provision of leased lines<br />

to the mobile operators, <strong>Telkom</strong> introduced<br />

further discounting structures in the 2007<br />

and 2008 financial years to enhance the<br />

attractiveness of <strong>Telkom</strong>’s product offerings<br />

to this rapidly growing market. Fixed-link<br />

leasing agreements were also entered into<br />

with some of the smaller operators,<br />

including VANS and USALs, as well as with<br />

Neotel. Vodacom and MTN have both<br />

indicated that they intend to self-provide<br />

some of the leased lines, which they require<br />

for the build-out of their networks, as an<br />

alternative to leasing from <strong>Telkom</strong>. We are<br />

currently negotiating improved leased line<br />

prices with the mobile operators in order to<br />

retain revenue from leased lines.<br />

The table below indicates the bandwidth<br />

capacity of our Diginet, Diginet Plus, ATM<br />

Express and broadcasting data<br />

transmission services:<br />

Leased line Bandwidth<br />

Diginet 64 Kbps<br />

Diginet Plus 128 Kbps to 2 Mbps<br />

ATM Express 2 Mbps to 155 Mbps<br />

Broadcasting<br />

Analogue audio 7.5 or 15 KHz<br />

Analogue video 70 MHz<br />

Digital 2 Mbps to 155 Mbps<br />

Managed data networking services<br />

Our managed data networking services<br />

combine our data transmission services<br />

discussed above with active network<br />

management provided through our state-ofthe-art<br />

national network operations centre.<br />

We offer a wide range of integrated and<br />

customised networking management<br />

services, including design, planning,<br />

installation, management and maintenance<br />

of corporate-wide data, voice and video<br />

communications networks, as well as other<br />

value-added services such as capacity,<br />

configuration and software version<br />

management on customers’ networks. To<br />

support our service commitment, we offer<br />

guaranteed service level agreements on a<br />

wide range of our products, which include<br />

guaranteed availability, or uptime, of the<br />

network through the use of our national<br />

network operations centre.<br />

Our managed data networking services<br />

include our customer network care service<br />

which facilitates the network management<br />

of all our data transmission services using<br />

the leased lines or packet based services<br />

discussed above, and our Spacestream<br />

and IVSat products, which are satellite<br />

based products. Spacestream is a high<br />

quality, flexible satellite networking service<br />

that supports data, voice, fax, video and<br />

multimedia applications, both domestically<br />

and in the rest of Africa.<br />

Managed data networking services are<br />

billed on a monthly basis and vary by<br />

customer depending on the particular<br />

services provided and the number of<br />

network sites under management.<br />

As of March 31,<br />

2008/2007 2009/2008<br />

2007 2008 2009 % change % change<br />

Terrestrial based 12,905 17,237 19,042 33.6 10.5<br />

Satellite based 8,974 7,875 (1) 10,937 (2) (12.2) 38.9<br />

Total managed network sites 21,879 25,112 29,979 14.8 19.4<br />

(1) Satellite based managed network sites declined during the 2008 financial year as a result of Uthingo, the South African lottery operator, losing its licence<br />

to operate.<br />

(2) The increase in the 2009 financial year was mainly due to new global and corporate customers and expansion of the networks of existing customers.


<strong>Telkom</strong>’s focus on bringing new innovative<br />

products to the market that cater for<br />

increased data usage and converged<br />

services has resulted in our new VPN<br />

products gaining increased traction in the<br />

market. We have increased VPN sites by<br />

20.7% to 14,659. Our VPN Lite products,<br />

which are delivered over the ADSL<br />

network, include advanced self-help and<br />

online charging solutions. This product was<br />

launched during November 2007. <strong>Telkom</strong><br />

is in the process of building on a culture of<br />

research and innovation and fast time-tomarket,<br />

in order to cater for customers who<br />

are increasingly looking for innovative,<br />

easy to use products.<br />

Broadband and converged services continue<br />

to perform well with ADSL subscribers up<br />

33% to 548,015. Do Broadband<br />

subscribers increased 58.1% to 188,540.<br />

Internet all access subscribers increased<br />

18.2% to 423,196. Our current broadband<br />

line penetration rate is 15% and our targeted<br />

penetration rate is 25 by 2013/14.<br />

We have increased DSLAMs throughout<br />

the country by 50.4% to 4,000 sites. We<br />

have installed 91% of ADSL lines within<br />

21 working days where no network build<br />

is required, compared to 79% in the year<br />

ended March 31, 2008 and 74% within<br />

21 working days where network build is<br />

required compared to 66% in the year<br />

ended March 31, 2008. The ADSL Self<br />

Install option is expected to continue to<br />

improve the installation times. As of March<br />

31, 2009, 57% of all ADSL installations<br />

were being done through the Self Install<br />

option.<br />

ADSL allows provisioning of high speed<br />

connections over existing copper wires<br />

using digital compression. We have<br />

different ADSL services available, aimed at<br />

the distinct needs of our customers.<br />

Internet access services and other related<br />

information technology services<br />

<strong>Telkom</strong> is one of the leading internet access<br />

providers in South Africa in the retail and<br />

wholesale internet access provision markets.<br />

We also package our <strong>Telkom</strong>Internet<br />

product with personal computers, ADSL and<br />

ISDN services, as well as our satellite access<br />

products, SpaceStream Express and<br />

SpaceStream Office.<br />

Our South African Internet exchange (SAIX)<br />

is South Africa’s largest internet access<br />

provider, offering dedicated and dial-up,<br />

aDSL and satellite internet connectivity to<br />

internet service providers and value-added<br />

network providers. SAIX has offered fixedline<br />

network internet access through dial-up<br />

service since 1995. SAIX derives revenue<br />

for its access services primarily from<br />

subscription fees paid by internet service<br />

providers and value-added network<br />

providers for access services. In order to<br />

grow the portfolio, an opportunity has been<br />

identified to develop a service targeted<br />

mainly at night-time users of the SAIX ADSL<br />

service. These customers can be regarded<br />

as heavy users as they use the service mainly<br />

for games, music and movie downloading.<br />

The SAIX customer base has expanded<br />

beyond service providers and value-added<br />

network providers, and now includes<br />

Vodacom and other operators in Africa.<br />

These include incumbents in Mozambique,<br />

Namibia, Angola, Zimbabwe and Lesotho.<br />

Broadband and converged services<br />

We have identified an opportunity to<br />

develop a SAIX northern hemisphere<br />

<strong>Telkom</strong> Annual Report 2009 93<br />

The following table indicates our product offerings as at March 31, 2009:<br />

DSL DSL DSL<br />

384 512 4096<br />

Downstream speed Up to 384 Kbps 512 Kbps 4096 Kbps<br />

Upstream speed Up to 128 Kbps 256 Kbps 512 Kbps<br />

internet service targeted at African operators<br />

and ISPs to enhance additional growth of<br />

internet access services north of the equator.<br />

Currently, the customers in this region buy<br />

their internet services from Europe. By<br />

establishing a central SAIX hub in London<br />

we believe we can capture this market and<br />

increase our revenue.<br />

The table below presents information<br />

regarding our wholesale and retail internet<br />

services and customers as at the dates<br />

indicated.<br />

Voice over Internet Protocol network<br />

Softswitch capability has been deployed<br />

as an overlay network to enable the<br />

communication of VoIP services. Our<br />

current VoIP network terminates calls for<br />

numerous international voice carriers into<br />

our fixed-line network as well as local<br />

VANS providers. Call centres from around<br />

the world that have relocated to South<br />

Africa due to favourable economic<br />

conditions and lower resource costs are<br />

also hosted on our VoIP network. <strong>Telkom</strong><br />

has points of presence for connectivity to<br />

the VoIP network in Amsterdam, London,<br />

New York, Ashburn (Washington DC),<br />

Hong Kong, Zambia, Zanzibar, Tanzania,<br />

Senegal and Madagascar. The network<br />

has 69 media gateways and can terminate<br />

some 32,700 voice circuits. The media<br />

gateways compress the traditional voice<br />

channels of 64 Kbps to 8 Kbps channels,<br />

thus enabling us to reduce the cost of<br />

international calls, while maintaining the<br />

perceived voice quality of a 64 Kbps call.<br />

Year ended March 31,<br />

2008/2007 2009/2008<br />

2007 2008 2009 % change % change<br />

Wholesale<br />

Internet leased lines-equivalent 64 kbps 19,247 22,541 24,204 17.1 7.4<br />

Dial-up ports<br />

Retail<br />

11,462 7,010 4,541 (38.8) (35.2)<br />

Internet all access subscribers 302,593 358,066 423,196 18.3 18.2<br />

Group<br />

overview<br />

Management<br />

review<br />

Sustainability<br />

review<br />

Performance<br />

review<br />

Financial<br />

statements<br />

Company<br />

Financial<br />

Information


94<br />

<strong>Telkom</strong> Annual Report 2009<br />

Operational review (continued)<br />

WiFi<br />

In February 2005 <strong>Telkom</strong> launched a hot<br />

spot service that provides wireless data<br />

access through 802.11b/g WiFi<br />

technology. Any user with a wireless-enabled<br />

notebook computer or personal digital<br />

assistant can connect to the service while in<br />

the coverage area. WiFi is mainly targeted<br />

at restaurants, hotel groups, major shopping<br />

malls and some sites on national routes. At<br />

March 31, 2009 <strong>Telkom</strong> had 335 hotspots,<br />

up from 237 at March 31, 2008.<br />

WiMAX<br />

<strong>Telkom</strong> has launched services based on fixed<br />

(IEEE 802. 16-2004) WiMAX technology.<br />

This technology is a standards based<br />

broadband wireless access technology that<br />

provides throughput connectivity in a point-tomultipoint<br />

configuration. The technology is<br />

designed to enable <strong>Telkom</strong> to complement its<br />

ADSL service offering and voice services to<br />

customers in areas affected by fixed-line<br />

copper cable problems. Currently there are<br />

57 WiMAX base stations across all major<br />

cities and towns with 2,615 customers,<br />

including voice and internet customers as of<br />

March 31, 2009.<br />

W-CDMA<br />

We have started rolling out a W-CDMA<br />

Wireless Local Loop (WLL) network in the<br />

2100MHz band. Initially planned to deliver<br />

service in areas plagued by theft, breakages<br />

and incidents, the network is now expected<br />

to evolve into a full mobile network to<br />

compete with other mobile operators. As of<br />

March 31, 2009, we had 141 base<br />

station sites in major metropolitan areas.<br />

Geographic expansion and other<br />

operations<br />

<strong>Telkom</strong> aims to establish itself as a regional<br />

voice and data player through providing a<br />

range of hosting services, managed<br />

solutions, mobile voice and wireless<br />

broadband services. We are also entering<br />

the field of management consulting to<br />

operators. In addition, we are positioning<br />

<strong>Telkom</strong> as a wholesale facilities and<br />

infrastructure enabler for regional incumbents.<br />

Our expansion to date has been through<br />

Multi-Links, a private telecommunications<br />

operator operating in Nigeria and Africa<br />

Online, an internet services provider with<br />

its head office in Kenya and operating in<br />

eight other African countries.<br />

The <strong>Telkom</strong> Group added Multi-Links as a<br />

new segment to its financial reporting for the<br />

2009 financial year. As a result, the <strong>Telkom</strong><br />

Group’s four reporting segments for the<br />

2009 financial year are fixed-line, Multi-<br />

Links, mobile and other. The other segment<br />

includes <strong>Telkom</strong>’s Trudon, formerly known as<br />

TDS Directory Operations, and Africa<br />

Online subsidiaries. The information in this<br />

annual report has been updated to reflect<br />

the above changes to <strong>Telkom</strong>’s reporting<br />

segments.<br />

Trudon<br />

<strong>Telkom</strong> owns 64.9% of Trudon, formerly<br />

known as TDS Directory Operations, the<br />

largest directory publisher in South Africa<br />

providing white and yellow pages<br />

directory services and electronic white<br />

pages. In the year ended March 31,<br />

2009, Trudon published approximately<br />

5.437 million white, 1.995 million yellow<br />

and 7.433 million combined directories.<br />

Trudon also provides electronic yellow<br />

pages and value-added content through full<br />

colour advertisements. Trudon has<br />

improved the accessibility and distribution<br />

of directories through door-to-door delivery<br />

and electronic media. Trudon also provides<br />

national telephone inquiries and directory<br />

services. The remaining 35.1% of Trudon is<br />

owned by Truvo Services South Africa (Pty)<br />

Ltd, formerly known as Maister Directories.<br />

On January 23, 2007, Trudon acquired a<br />

100% shareholding in a shell company<br />

and subsequently renamed it TDS Directory<br />

Operations (Namibia) (Pty) Ltd, which<br />

provides directory services in Namibia.<br />

On October 31, 2008, Trudon sold a<br />

25% interest in TDS Directory Operations<br />

(Namibia) (Pty) Ltd to Ripanga Investment<br />

Holdings (Pty) Ltd, a black economic<br />

empowerment partner in Namibia, for two<br />

million Namibian dollars.<br />

Trudon’s capital expenditure was<br />

R12 million in the 2009 financial year as<br />

the company sought to continue to expand<br />

access and distribution into new markets.<br />

Trudon has invested in a new online<br />

platform in order to combat declining<br />

revenue from printed products.<br />

Trudon’s primary competitors for print<br />

materials include Caxton, Easy Info and<br />

Brabys. Trudon’s primary internet<br />

competitors include Yahoo, Google,<br />

Ananzi, as well as vertical search<br />

capabilities such as Auto Trader and<br />

Supersport. Trudon’s estimated market<br />

share as of March 31, 2009 was<br />

approximately 11% in respect of print<br />

media and approximately 22% in respect<br />

of internet directory services.<br />

Trudon had 531 employees as of March<br />

31, 2009.<br />

Multi-Links<br />

With effect from May 1, 2007, <strong>Telkom</strong><br />

acquired 75% of Multi-Links Telecommunications<br />

Limited, or Multi-Links, through<br />

<strong>Telkom</strong> International, a wholly owned South<br />

African subsidiary, in Nigeria, for<br />

US$280 million, or R1,985 million. The<br />

remaining 25% of Multi-Links was owned<br />

by Kenston Investment Limited, an<br />

investment company based in the Isle of<br />

Man in the United Kingdom. With effect<br />

from January 21, 2009, <strong>Telkom</strong> acquired<br />

the remaining 25% interest in Multi-Links for<br />

US$130 million, thereby increasing its<br />

ownership of Multi-Links to 100%. The<br />

purchase price was subject to a contractual<br />

put option in favour of the minority<br />

shareholder.<br />

Multi-Links is a private telecommunications<br />

operator with a Unified Access Licence<br />

allowing fixed, mobile, data, long distance<br />

and international telecommunications<br />

services to corporate clients, wholesale<br />

and mass markets in Nigeria.<br />

Multi-Links’ Unified Access Licence was<br />

granted on November 1, 2006 and has a<br />

term of 10 years, with seven years<br />

remaining. There are currently<br />

13 operators licensed with Unified Access<br />

Services Licences in Nigeria, making the<br />

Nigerian telecommunications market<br />

extremely competitive as operators may use<br />

any technology to deliver voice, data and<br />

video services to their customers.<br />

We were disappointed with the<br />

performance of Multi-Links. The poor<br />

performance is solely attributable to our<br />

under-estimation of the competitiveness of<br />

the Nigerian market and the aggressive


esponse of the CDMA operators to our<br />

subsidisation of handsets. We also failed<br />

to adequately manage our distribution<br />

channels and opened ourselves up to<br />

exploitation by the dealers. We have learnt<br />

our lessons the hard way. Turning around<br />

Multi-Links is our number one priority.<br />

Multi-Links reported a 124.9% increase in<br />

revenue to R1.9 billion with subscribers<br />

growing 209.3% to 2,516,109 in the<br />

year ended March 31, 2009. Voice and<br />

data revenue contributed 75.0% to total<br />

revenue, handset sales 11.9%, interconnect<br />

revenue 12.6% and SMS 0.5%.<br />

Multi-Links’s slow start in developing an<br />

efficient and well controlled distribution<br />

channel, together with a departure from its<br />

initial strategy of focusing on high <strong>AR</strong>PU<br />

subscribers, the delayed launch of EVDO<br />

and destructive competition in the CDMA<br />

market caused <strong>AR</strong>PU to decline from<br />

US$32 at March 31, 2008 to US$9 at<br />

March 31, 2009. <strong>Telkom</strong> is currently<br />

addressing these challenges as indicated<br />

below.<br />

Operating expenses increased 157.1% to<br />

R2.4 billion primarily as a result of up<strong>front</strong><br />

handset subsidies. The average cost per unit<br />

equalled approximately R400 and subsidies<br />

totalled R281 million. Payment to other<br />

operators contributed 26.9%, selling general<br />

and administrative expenses 46.0%,<br />

employee expenses 5.2%, operating leases<br />

8.0%, service fees 1.6% and depreciation<br />

12.3%.<br />

Multi-Links reported a negative EBITDA<br />

margin of 11.9%, an EBITDA loss of<br />

R226 million for the year ended March 31,<br />

2009 and a net loss of R1.76 billion after<br />

accounting for an impairment of the<br />

deferred tax asset of R301 million. Bad<br />

debts increased 208.2% to R7.9 million.<br />

Multi-Links has begun focusing its attention on<br />

the SMME, corporate and wholesale<br />

markets and mainly on high <strong>AR</strong>PU users. Its<br />

revenue retention and growth strategy will<br />

concentrate on increasing revenue of fixed<br />

wireless and mobile customers through brand<br />

awareness and promotion; expanding<br />

broadband internet to offer high value<br />

bundles and services. Through its extensive<br />

fibre network it will provide high quality<br />

internet protocol/next generation network<br />

services to the government, corporate and<br />

SMME customers whilst extending its metroethernet<br />

services. The reach of its fibre<br />

network also allows Multi-Links to concentrate<br />

on carrier class corporate and wholesale<br />

product and services offerings.<br />

Multi-Links has contracted the service of<br />

Blue Label Telecoms Limited to assist with<br />

the development and management of<br />

our distribution channels, dealerships,<br />

promotional campaigns and inventory<br />

management.<br />

Operating expenses have been driven by<br />

network growth, rehabilitation of<br />

distribution channels, marketing costs and<br />

customer acquisition and maintenance.<br />

Multi-Links is focusing on containing costs<br />

through reducing handset subsidies<br />

drastically, continuing to migrate to an all IP<br />

network in order to reap the benefits of its<br />

cost effective network management<br />

capabilities and securing cost effective<br />

international connectivity through the SAT-3<br />

and other submarine cables.<br />

Capital expenditure increased 112.7% to<br />

R2.8 billion in the year ended March 31,<br />

2009. In the 2009 financial year, Multi-<br />

Links’s build and expansion programme<br />

achieved the following:<br />

• Deployed additional packet based<br />

mobile switching centres increasing the<br />

available capacity from 1,000,000 to<br />

2,800,000 subscribers.<br />

• Extended home location register<br />

capacities from 800,000 to<br />

5,100,000 subscribers.<br />

• Rolled out additional base transmission<br />

stations increasing its total capacity from<br />

800,000 to 1,800,000 subscribers.<br />

• Successfully launched its broadband<br />

service offering by rolling out an EVDO<br />

3G network to a capacity of 100,000<br />

subscribers.<br />

• Added 1,300 kms of optic fibre resulting<br />

in a total to 3,711 kms.<br />

• Increased international capacity by the<br />

addition of 2 x 155Mb services on the<br />

SAT-3 submarine cable system; and<br />

<strong>Telkom</strong> Annual Report 2009 95<br />

• Extended coverage to 22 states and<br />

Abuja.<br />

Turning around Multi-Links’s performance is<br />

vital to <strong>Telkom</strong> given the extent of the<br />

Group’s investment and the enormous<br />

opportunity the Nigerian market provides.<br />

US$100 million has been budgeted for the<br />

2009/10 financial year for the completion<br />

of an additional 1,645 km build and<br />

584 km swop of optic fibre cable for the<br />

DWDM/SDH network. It is anticipated that<br />

the network will connect 80 DWDM/SDH<br />

sites, covering all major cities in Nigeria,<br />

providing us with additional bandwidth<br />

connectivity for voice and data customers.<br />

In addition, 227 cell towers are to be<br />

erected and another 300 commissioned on<br />

third party leased tower infrastructure during<br />

the year. Seven new customer service<br />

centres are planned to facilitate and support<br />

the network growth.<br />

We expect Multi-links to be EBITDA<br />

positive in 2010/11 and to be cash flow<br />

positive by 2011/12.<br />

Africa Online<br />

On February 23, 2007, <strong>Telkom</strong> acquired<br />

100% of the issued share capital of Africa<br />

Online from African Lakes Corporation for<br />

a total cost of R150 million. Africa Online<br />

is an internet service provider active in<br />

Cote d’Ivoire, Ghana, Kenya, Namibia,<br />

Swaziland, Tanzania, Uganda, Zambia<br />

and Zimbabwe. Africa Online’s strategy<br />

focuses on brand development, creation<br />

and development of customer channels,<br />

improvement of network systems, human<br />

resources development and an expansion<br />

drive targeting other African countries.<br />

Africa Online offers wireless and fixed<br />

technologies, hosting and domain<br />

registration to both consumer and<br />

corporate customers.<br />

In the 2009 financial year, Africa Online<br />

had R194 million of revenue and<br />

R216 million of total assets. The major<br />

contributors to revenue were corporate and<br />

consumer wireless and broadband VSAT<br />

services. Consumer wireless revenue<br />

growth was predominantly in East Africa,<br />

while corporate revenue growth was<br />

Group<br />

overview<br />

Management<br />

review<br />

Sustainability<br />

review<br />

Performance<br />

review<br />

Financial<br />

statements<br />

Company<br />

Financial<br />

Information


96<br />

<strong>Telkom</strong> Annual Report 2009<br />

Operational review (continued)<br />

mainly in Ghana and Uganda. The growth<br />

in Pan African business, Ghana and<br />

Tanzania accounted for the increase in<br />

Broadband VSAT. In the 2008 financial<br />

year, Africa Online had R110 million of<br />

revenue, and R122 million of total assets.<br />

In the 2008 financial year, dedicated<br />

corporate links and consumer wireless<br />

were the highest revenue streams followed<br />

closely by dial-up business. Dial-up<br />

packages are the most popular and<br />

accounted for approximately 62% of Africa<br />

Online’s total customers as of March 31,<br />

2009. Wireless customers are expected to<br />

continue to grow with Africa Online’s<br />

continued investment in infrastructure.<br />

The reason for the decrease in the number<br />

of dial-up and ADSL customers is that Africa<br />

Online has shifted its marketing approach<br />

Year ended March 31,<br />

Restated (1) 2008/2007 2009/2008<br />

2007 2008 2009 % change % change<br />

Dial-up ports n/a 12,051 11,437 3.9 (5.1)<br />

Consumer wireless n/a 4,075 5,754 110.2 41.2<br />

Unbundled local loop n/a 99 99 (1.0) –<br />

ADSL n/a 325 308 8.3 (5.2)<br />

VSAT n/a 96 210 269.2 118.8<br />

Dedicated corporate n/a 606 633 4.8 4.5<br />

Total (1) n/a 17,252 18,441 18.6 6.9<br />

UUNet subscribers (2) n/a 300 320 – 6.7<br />

(1) In the 2009 financial year, Africa Online changed the method of counting subscribers to include all the individual corporate sites as individual customers.<br />

The comparative information for the 2008 financial year has been restated.<br />

(2) Includes 100% of UUNet’s subscribers. UUNet is Africa Online’s joint venture partner that provides internet services in Kenya. We own a 40% interest<br />

in UUNet and MTN owns the remaining 60% of UUNet.<br />

to increase customers on its own wireless<br />

network infrastructure as opposed to dialup<br />

and ADSL networks.<br />

Africa Online’s distribution is conducted<br />

through various channels, including direct<br />

sales and different types of resellers<br />

depending on the customer segment.<br />

Customers are serviced through customer<br />

relationship managers and a 24 hour call<br />

centre. Africa Online’s primary competitors<br />

include former telecommunication<br />

companies that have entered the internet<br />

service provider market, mobile providers<br />

and other private data companies.<br />

Africa Online’s network had 29 points of<br />

presence, 46 mobile broadband transceiver<br />

stations, 31 fixed broadband wireless<br />

access transceiver stations, eight network<br />

operation and 17 support centres and eight<br />

data centres across nine countries as of<br />

March 31, 2009. Africa Online’s capital<br />

expenditure was US$7 million in the 2009<br />

financial year, US$5.7 million in the 2008<br />

financial year and US$0.8 million in the<br />

2007 financial year. The increase in Africa<br />

Online’s capital expenditure was primarily for<br />

the improvement of service quality and to<br />

increase the range of information,<br />

communications and technology services<br />

offered in the market.<br />

Africa Online had 313 employees as of<br />

March 31, 2009. UUNet, Africa Online’s<br />

40% joint venture partner had<br />

70 employees as of March 31, 2009.<br />

Shiletsi Makhofane was appointed as<br />

acting chief executive officer in October<br />

2008.<br />

Africa Online’s footprint covers East Africa,<br />

southern Africa and West Africa. The<br />

regulatory environments are fairly different<br />

in each of Africa Online’s different regions.<br />

East Africa is liberalised and Africa Online<br />

provides services across the information,<br />

communications and technology spectrum,<br />

including voice over internet protocol<br />

services, in East Africa. Markets in southern<br />

Africa are still regulated, limiting the<br />

services Africa Online is able to provide to<br />

its customers. West Africa is a fairly<br />

liberalised market and Africa Online is<br />

presently seeking to take advantage of this<br />

opportunity.


MWEB Africa<br />

On April 21, 2009, we acquired a 100%<br />

interest in MWEB Africa Limited, which<br />

owns approximately 88% of ASFAT<br />

Communications Limited, and a 75%<br />

interest in MWEB Namibia (Pty) Ltd, for<br />

R498 million. MWEB Africa is a group of<br />

companies offering internet services and its<br />

own VSAT access services in sub-Saharan<br />

Africa (excluding South Africa). MWEB<br />

Africa is obliged to acquire the additional<br />

12% of AFSAT Communications Limited<br />

and we are currently in negotiations to<br />

purchase such shares.<br />

MWEB Africa’s VSAT service is mostly<br />

focused on the corporate and enterprise<br />

markets and is branded iWay. Its VSAT<br />

services are using satellite teleport facilities<br />

in SA, the USA and Europe. The company<br />

had almost 20,175 customers at<br />

March 31, 2009.<br />

The group is headquartered in Mauritius<br />

with operations in Nigeria, Kenya,<br />

Tanzania, Uganda, Namibia and<br />

Zimbabwe and an agency arrangement in<br />

Botswana. There are distributors in 26 sub-<br />

Saharan African countries.<br />

Other developments<br />

Mobile strategy<br />

Mobile Strategy – South Africa<br />

The recent liberalisation in the licensing<br />

regime, advancements in convergence<br />

technology and termination of the<br />

Vodafone shareholders’ agreement provide<br />

<strong>Telkom</strong> with the opportunity to enter the<br />

mobile market. We believe that an<br />

integrated fixed-mobile operator is well<br />

positioned to react to, and take advantage<br />

of the future requirements of our customers.<br />

By developing an integrated fixed-mobile<br />

offering <strong>Telkom</strong> will seek to leverage its<br />

customer base, marketing, logistics and<br />

distribution channels to increase its share of<br />

voice revenue. In addition, internet access<br />

demands are increasingly requiring<br />

mobility. An integrated bundled offering<br />

would offer superior speeds and quality<br />

through the fixed-line, including the<br />

advantages of mobility when required by<br />

the customer. Mobility provides cost<br />

efficiencies and the opportunity to<br />

consolidate traffic onto <strong>Telkom</strong>’s network.<br />

Currently mobile customers are<br />

experiencing the effects of highly<br />

congested networks. <strong>Telkom</strong> intends to use<br />

the strengths of its fixed-line network to<br />

differentiate its mobile service on quality<br />

with a fully converged array of products<br />

and services. Our Next Generation<br />

Network and access to the latest<br />

technologies will provide further value to<br />

our customers.<br />

<strong>Telkom</strong> has rolled out 141 W-CDMA sites<br />

in major metropolitan areas throughout<br />

South Africa. Our initial focus has been on<br />

theft, breakages and incident-prone areas,<br />

customers waiting for service and<br />

greenfield areas where <strong>Telkom</strong> has no<br />

copper infrastructure. In essence, the<br />

W-CDMA technology allows <strong>Telkom</strong> to<br />

deploy fixed-line lookalike services with<br />

regional fixed numbering plans instead of<br />

deploying copper, especially in high<br />

copper theft areas or areas where copper<br />

deployment is not feasible or too slow to<br />

roll out. This roll-out will be extended to<br />

rural areas and to replace expensive to<br />

maintain legacy equipment.<br />

Our move into offering a fully fledged<br />

mobile service is dependent on the<br />

finalisation of market research and the<br />

outcome of pilot and customer trials<br />

planned for the end of 2009.<br />

We are however aware of the power of<br />

the entrenched mobile companies. With<br />

this in mind, <strong>Telkom</strong> will not commit to<br />

further capital expenditure other than that<br />

focused on reducing costs before the<br />

Company has completed its market<br />

research. Future build will be based on<br />

maximising our current infrastructure and<br />

subscriber numbers in order to reduce<br />

operational and build costs and improve<br />

value add as far as possible.<br />

Key Next Generation Network, capacity<br />

and product developments<br />

<strong>Telkom</strong> is in the fourth year of its Next<br />

Generation Network (NGN) build out<br />

programme. Customer demand and global<br />

<strong>Telkom</strong> Annual Report 2009 97<br />

standards necessitate the provision of<br />

services and particularly bandwidth that is<br />

only possible utilising the intelligence of an<br />

NGN system.<br />

Our NGN build-out achievements are as<br />

follows:<br />

• In the national layer of the transport<br />

network, bandwidth capability has<br />

increased by more than 500% in<br />

bandwidth and automatic self-healing<br />

re-routing of bandwidth has been<br />

introduced based on customer service<br />

levels.<br />

• Optical fibre deployment has been<br />

accelerated and <strong>Telkom</strong> now has<br />

around 128,000 cable kilometres of<br />

optical fibre in the ground, enough to<br />

circle the world three times.<br />

• Dense Wave Division Multiplexing<br />

(DWDM) systems have been introduced<br />

between major metropolitan centres<br />

such as Gauteng and Durban. These<br />

systems can carry 40 10GB signals<br />

over a single fibre pair.<br />

• Metro Ethernet has been deployed in<br />

the major metros, including Cape Town,<br />

Durban, Johannesburg, Pretoria and<br />

Port Elizabeth.<br />

• Integrated Multi-Service Access<br />

Multiplexer (IMAX) has been deployed<br />

to carry narrowband and broadband<br />

services for Wireline legacy and<br />

converged systems.<br />

• A Network Interactive Voice Response<br />

system has been introduced, giving<br />

<strong>Telkom</strong> and its corporate customers the<br />

ability to use advanced speech services<br />

such as automated speech recognition<br />

and text-to-speech applications.<br />

• The SAT-3/WASC/SAFE undersea<br />

cable system, which connects South<br />

Africa to Europe and the Far East, has<br />

been upgraded to treble the amount of<br />

international bandwidth available.<br />

Group<br />

overview<br />

Management<br />

review<br />

Sustainability<br />

review<br />

Performance<br />

review<br />

Financial<br />

statements<br />

Company<br />

Financial<br />

Information


98<br />

<strong>Telkom</strong> Annual Report 2009<br />

Operational review (continued)<br />

Next Generation Network (NGN)<br />

<strong>Telkom</strong> has strategic objectives that are<br />

followed as part of network planning to<br />

ensure that we drive the implementation of<br />

the NGN. <strong>Telkom</strong>’s NGN is based on an<br />

evolutionary approach where the NGN is<br />

deployed in parallel with the legacy<br />

network and migration to the NGN is<br />

phased in over time.<br />

Key to <strong>Telkom</strong>’s NGN deployment are<br />

Softswitches that function in association<br />

with Application Servers, next generation<br />

transport networks, and IP and Metro<br />

Ethernet networks. In order to leverage on<br />

<strong>Telkom</strong>’s ubiquitous network deployment,<br />

the transport network will be transformed to<br />

support the expected exponential growth in<br />

bandwidth. The IP Network has been<br />

positioned to differentiate <strong>Telkom</strong> from<br />

its competitors and to leverage on<br />

the bandwidth capacity increase of the<br />

transport network.<br />

To achieve success with the NGN, two<br />

objectives are actively pursued; the<br />

consolidation of service offerings and the<br />

development and marketing of new and<br />

innovative services which are enabled by<br />

the NGN technology.<br />

NGN is cheaper to maintain and<br />

operate<br />

NGN will provide network convergence<br />

and simplification over the longer term as<br />

separate networks for voice and data<br />

converge to one IP based network with<br />

associated intelligent devices such as<br />

softswitches and application servers. NGN<br />

requires less diverse technology elements<br />

to maintain that will increase network<br />

reliability and manageability and result in<br />

operational savings.<br />

NGN is a revenue generator<br />

There is a critical mass of NGN equipment<br />

that is required before proper converged<br />

services with a viable footprint are<br />

possible. Some NGN services are already<br />

functioning, but in small numbers. Preprovisioning<br />

in the core of the network is<br />

currently taking place that will be beneficial<br />

in the longer term, in view of the<br />

expectation that bandwidth will grow<br />

exponentially.<br />

The NGN network elements<br />

The Metro Ethernet Network<br />

An extensive Metro Ethernet Network is<br />

being deployed for the provisioning of<br />

high-speed broadband services for<br />

corporate customers and to serve as an<br />

access network backhaul to provide cost<br />

effective transport of high bandwidth<br />

services, typically as a backhaul for access<br />

nodes. Metro Ethernet also serves as an<br />

access network to services provisioned on<br />

the IP Network.<br />

The Transport Network<br />

To achieve the growth and manageability<br />

in the transport network, <strong>Telkom</strong> is<br />

deploying Next Generation Synchronous<br />

Digital Hierarchy (NG-SDH) and Dense<br />

Wavelength Division Multiplexing<br />

(DWDM). In order to provide automated<br />

provisioning, routing and restoration<br />

capability, Automatic Switching Transport<br />

Network (ASTN) technology is being<br />

deployed on <strong>Telkom</strong>’s long haul network.<br />

The ASTN network will also improve<br />

resilience, reliability and reduce cost of the<br />

transport network.<br />

Softswitches and application servers<br />

Softswitches have been deployed to<br />

control media gateways, access gateways<br />

and provide basic voice services while it<br />

functions in association with application<br />

servers to provide advanced next<br />

generation voice services. <strong>Telkom</strong>’s IP<br />

network provides the transport capability<br />

between the network elements while media<br />

gateways mediate between the circuit<br />

switched network and the Voice Over<br />

Internet Protocol (VoIP) network. The need<br />

for such media gateways will diminish as<br />

more traffic moves to VoIP.<br />

The NGN network will continue to be<br />

developed towards an IP Multimedia<br />

Subsystem (IMS) controlled network where<br />

call control will be combined into a single<br />

control layer with IMS architecture. In the<br />

longer term customer services will migrate<br />

to an NGN infrastructure where only a few<br />

Softswitch nodes with multiple Softswitches<br />

are required to fulfil the functionalities of the<br />

Class 4 core and Class 5 edge Time<br />

Division Multiplex switches.<br />

IP Network<br />

<strong>Telkom</strong>’s IP Network is an extensive<br />

network, providing points of presence<br />

country wide. 34 Edge nodes, each with<br />

multiple routers, have been deployed. At<br />

these nodes, edge routers act as<br />

distribution and aggregation points to<br />

IPNet via the Network Access Servers (dialup<br />

customers), Access Routers (leased<br />

line Internet customers), customer edges<br />

(Customer Edges for VPN termination) and<br />

also terminate ADSL sessions – 145 Edge<br />

routers are deployed at the 34 edge<br />

nodes.<br />

The IPNet routing platforms support<br />

business customer requirements (VPN) as<br />

well as providing Internet capacity for<br />

leased line and broadband internet<br />

services.<br />

Separate and dedicated edge routers for<br />

business traffic and internet traffic provide<br />

physical separation of corporate customer<br />

Virtual Private Network (VPN) traffic from<br />

that of Internet traffic to ensure secure<br />

implementation of services to the business<br />

segment. Separate routing platforms,<br />

dedicated for ADSL termination, are also<br />

deployed at the IPNet edge nodes.<br />

An extensive access network that could<br />

potentially provide connectivity to almost<br />

any customer provides access to IP<br />

services. These access networks include<br />

legacy networks such as Constant Bit Rate<br />

(CBR), and new point to cloud infrastructure<br />

e.g. Synchronous High-bit rate Digital<br />

Subscriber Line and Metro Ethernet.<br />

To further improve the secure provisioning<br />

of services and create new business<br />

opportunities, IPNet is evolving to a<br />

Carrier-supporting-Carrier (CsC) Multi-<br />

Protocol Label Switching (MPLS)<br />

architecture. In short, CsC is a hierarchical


VPN model that allows other service<br />

providers or corporate customers to<br />

interconnect their own IP/MPLS networks<br />

over <strong>Telkom</strong>’s MPLS backbone. This<br />

eliminates the need for customer carriers<br />

and service carriers to build and maintain<br />

their own MPLS backbone. In the<br />

backbone, the CsC concept provides<br />

complete separation of the different service<br />

carriers’ traffic.<br />

A Service Carrier is a collection of<br />

Service (or customer-specific) Provider<br />

Edge routers (S-PEs), essentially forming a<br />

layer around the Backbone Carrier<br />

network. Service Carriers also include their<br />

respective Customer Edge (CE) routers.<br />

S-PE and CE routers can only belong to a<br />

single Service Carrier at any one time.<br />

In essence, IPNet will consist of a<br />

Backbone Carrier, supporting various<br />

Service or Customer Carriers each<br />

retaining a level of autonomy (e.g. security,<br />

management, Quality of Service<br />

implementation) from the core. At a basic<br />

technical level, it means that any number of<br />

customer VPNs are embedded and treated<br />

as a single VPN within the backbone<br />

carrier infrastructure by means of multiple<br />

stacked MPLS labels, while preserving the<br />

customer’s unique parameters, such as<br />

Quality of Service models.<br />

Network resilience<br />

<strong>Telkom</strong>’s networks are generally viewed as<br />

three layers, ie access, edge and core.<br />

The different network elements are<br />

interconnected utilising Synchronous Digital<br />

Hierarchy (SDH), with the primary physical<br />

interconnecting medium being fibre.<br />

The transport network equipment is<br />

connected in a mesh or ring topology,<br />

providing for redundancy. To further<br />

improve resilience, intelligent ASTN<br />

switches are deployed in the long haul<br />

network to provide automatic provisioning,<br />

routing, and restoration capability.<br />

Generally, at the access, no resilience is<br />

present in the network architecture towards<br />

the edge other than physical protection<br />

at the SDH layer where end-to-end path<br />

protection, utilising 1+1 protection<br />

architecture, i.e. a working path and a hot<br />

standby<br />

deployed.<br />

protection path, has been<br />

The traffic leaving or entering edges to or<br />

from the network is protected in the core.<br />

Core redundancy provides protection in<br />

edge to edge and edge to international<br />

destination set-ups. The degree of<br />

redundancy varies across the different<br />

technologies and networks.<br />

Voice network<br />

Dual connectivity exists between edge to<br />

core nodes and core to international<br />

gateway nodes. The transmission links<br />

between the edge and the core pair nodes<br />

are geographically separated. These links<br />

are protected to eliminate any single point<br />

of failure in the transport network. All links<br />

are designed to cater for the busy hour<br />

loads and have been implemented in a<br />

50:50 load sharing fashion with each<br />

route limited to 80% utilisation.<br />

In the event of a failure of an international<br />

gateway during the peak hour, about 38%<br />

of the international traffic will be lost. In the<br />

event of a failure of a core switch during<br />

the peak hour, about 38% of national and<br />

international traffic will be lost from the<br />

secondary layer of a particular region.<br />

Activation of disaster recovery procedures<br />

and plans to re-route traffic will further limit<br />

the loss of traffic. The Intelligent Network<br />

platforms, providing advance services,<br />

cater for protection of traffic under failure<br />

conditions.<br />

Signalling<br />

No risk exists from a national perspective<br />

as full redundancy has been implemented.<br />

Due to the fact that the international<br />

Signalling Transit Points are not connected<br />

as a mated pair to all international<br />

destinations, failure of an international<br />

gateway Signalling Transit Point may<br />

result in the loss of some international<br />

connections.<br />

<strong>Telkom</strong> Annual Report 2009 99<br />

Data networks<br />

At the core layer and between the core<br />

and the edge nodes, full resilience exists.<br />

Edge devices are connected to two core<br />

devices, located in physically diverse<br />

buildings. The connectivity between the<br />

edge and each core router as well as the<br />

core infrastructure is dimensioned to carry<br />

the full traffic load in the event of a link<br />

failure or core node failure. Edge to core,<br />

inter-core and edge to International<br />

destinations are therefore fully redundant.<br />

Connectivity to international destinations is<br />

provided from two physically diverse<br />

nodes, through different cable landing<br />

stations and different submarine cable<br />

networks to multiple international nodes on<br />

different continents that are all<br />

interconnected using protected or<br />

restorable transmission systems. In the event<br />

of the loss of one of the local nodes,<br />

potentially 38% of the IP throughput traffic<br />

could be lost. Mechanisms will schedule<br />

traffic and prioritisation of traffic will<br />

take place.<br />

Service level agreements are offered to<br />

clients to provide improved resilience from<br />

the customer site to the edge.<br />

Power<br />

Only 12V and 48V direct current (DC)<br />

equipment is utilised. Some alternating<br />

current (AC) equipment is used, mainly in<br />

the server environments, eg data centres<br />

and at sites where DC is not available, eg<br />

at customer service branches.<br />

Operations centres, Core nodes, Edge<br />

nodes, International gateway nodes and<br />

any station carrying core or edge traffic<br />

have been defined as critical sites where a<br />

disruption of service cannot be tolerated.<br />

Power availability is ensured, using a<br />

combination of battery back up and AC<br />

standby plants.<br />

Group<br />

overview<br />

Management<br />

review<br />

Sustainability<br />

review<br />

Performance<br />

review<br />

Financial<br />

statements<br />

Company<br />

Financial<br />

Information


100<br />

<strong>Telkom</strong> Annual Report 2009<br />

Operational review (continued)<br />

Cost, efficiency and productivity<br />

management<br />

Faced with competition eroding our<br />

revenue base, cost management continues<br />

to be a key element in creating shareholder<br />

value. Combined with the inflationary<br />

environment affecting our operating<br />

expenses, a number of once-off items<br />

impacted fixed-line expenditure including:<br />

• R177 million expenses relating to the<br />

Vodacom transaction;<br />

• R85 million impairment of Africa<br />

Online;<br />

• R254 million impairment of <strong>Telkom</strong><br />

Media; and<br />

• R1.8 billion impairment of Multi-Links.<br />

Fixed-line operating expenses increased<br />

19.6% to R29.8 billion. Employee<br />

expenses increased by 8.1% to<br />

R8.0 billion, payments to other operators<br />

increased 9.2% to R7.5 billion, selling<br />

general and administrative expenses<br />

increased by 68.8% to R6.6 billion,<br />

service fees increased by 14.4% to<br />

R2.8 billion and operating leases<br />

decreased by 1.0% to R613 million.<br />

Depreciation, amortisation, impairment<br />

and write-offs increased by 16.8% to<br />

R4.4 billion resulting in an EBITDA margin<br />

of 25.8%. Excluding the Multi-Links, <strong>Telkom</strong><br />

Media and Africa Online impairment the<br />

fixed-line adjusted EBITDA margin was<br />

32.3%.<br />

The <strong>Telkom</strong> reorganisation programme –<br />

<strong>Telkom</strong> Renaissance – improves profit and<br />

loss accountability throughout the<br />

organisation and will allow us to focus on<br />

efficient resource management and cost<br />

containment. In addition, the roll-out of our<br />

mobile network is expected to enable us to<br />

provide connectivity in a more cost<br />

effective manner in rural and high cable<br />

theft areas. Next Generation Network and<br />

mobile technology also allows us to<br />

replace expensive to maintain legacy<br />

equipment. We intend to expedite the<br />

retirement of costly legacy systems as a<br />

result of our growing Next Generation<br />

Network in order to reduce maintenance<br />

spend. We continue with the renegotiation<br />

of all supplier contracts and constructive<br />

engagement with labour unions. We are<br />

reviewing our IT investment strategy in<br />

order to ensure optimum levels of spend in<br />

line with our strategy and network<br />

investment. Inventories and capital work-inprogress<br />

are receiving considerable<br />

attention as we seek to lower just-in-time<br />

levels of investment and to monetise any<br />

excessive levels of assets.<br />

<strong>Telkom</strong> is targeting an operating cost<br />

reduction of 10% over the following three<br />

financial years.<br />

The <strong>Telkom</strong> Board is focusing on improving<br />

the cost efficiency and free cash flow<br />

profile of the company. It has reduced the<br />

initial five year capital expenditure budget<br />

by 40% to R34 billion and intends to<br />

reduce it further where possible.<br />

Maintaining the quality of services to our<br />

customers<br />

Improved customer service is vital to the<br />

success of <strong>Telkom</strong> into the future.<br />

Sustainable and profitable growth in the<br />

customer base requires creating and<br />

strengthening capabilities focused on<br />

managing customer relationships and<br />

learning from acquired customer<br />

information. This will allow <strong>Telkom</strong> to better<br />

manage the customer experience and<br />

anticipate customer needs.<br />

Customer segmentation based on value is<br />

enabling <strong>Telkom</strong> to understand customers<br />

better in order to give additional value and<br />

services to customers. Surveys with our key<br />

customer segments have shown that service<br />

quality perception has improved in the<br />

small business, medium and large business<br />

and corporate and government sectors.<br />

The residential market perception survey<br />

indicates a stable rating.<br />

Network service quality<br />

We have made significant investments in<br />

our national network operations centre and<br />

our data centre, designed to increase our<br />

ability to identify and anticipate future<br />

customer needs more rapidly, and to<br />

provide appropriate solutions and services.<br />

In order to take advantage of economies of<br />

scale, we have consolidated our six voice<br />

installation and fault management centres<br />

into two centres to address faults,<br />

installation and service appointment sites,<br />

and have consolidated our six data<br />

installation and fault management centres<br />

into two centres.<br />

Faults reported on residential, business and<br />

ADSL business services increased in the<br />

2009 financial year mainly due to the 33%<br />

increase in the ADSL installed base during<br />

the 2009 financial year resulting in an<br />

increase in the number of reported faults,<br />

adverse weather conditions causing many<br />

areas to be flooded, mainly in the coastal<br />

areas of KwaZulu-Natal, Western Cape<br />

and Eastern Cape, and third party<br />

damage to <strong>Telkom</strong> cable infrastructure, rollout<br />

of other providers’ services, road<br />

extensions and other 2010 Soccer World<br />

Cup projects. In addition, many customers<br />

were affected by access equipment that<br />

failed following prolonged power outages.<br />

Data and ADSL Business services fulfilment<br />

performances improved following the<br />

introduction of more efficient workflow<br />

processes.<br />

Faults cleared in 24 hours declined in the<br />

2009 financial year due to the increased<br />

number of ADSL services. The ADSL<br />

installed base grew by 61% during the<br />

2008 financial year. This growth resulted<br />

in an increase in the number of reported<br />

faults and impacted on the time taken to<br />

clear faults. This growth also impacted on<br />

data subrate services as they share ADSL<br />

resources. Network failures consist of cable<br />

breaks, cable theft and failures on other<br />

core network elements. We implemented a<br />

self install option for ADSL, which had a<br />

positive impact on ADSL installation.<br />

We expect to continue to change the<br />

method in which we measure performance<br />

to align with changes in the information<br />

communication technology industry that<br />

focus more on broadband and data


services and also to support <strong>Telkom</strong>’s<br />

customer centricity drive.<br />

Competition<br />

Competition in the South African fixed-line<br />

communications market is intense and is<br />

increasing as a result of the Electronic<br />

Communications Act and determinations<br />

issued by the Minister of Communications.<br />

The new licensing framework included in the<br />

Electronic Communications Act is resulting in<br />

the market becoming more horizontally<br />

layered, with a large number of separate<br />

licences being issued for electronic<br />

communications network services, electronic<br />

communications services, broadcasting<br />

services and the radio frequency spectrum.<br />

This will substantially increase competition in<br />

our fixed-line business.<br />

We compete primarily on the basis<br />

of customer service, quality, reliability<br />

and price in those areas where we<br />

currently face competition and where we<br />

expect to compete for public-switched<br />

telecommunications services in the future.<br />

We intend to introduce new products and<br />

services as well as tariff structures with the<br />

aim of maintaining and gaining revenue.<br />

Mobile competition<br />

<strong>Telkom</strong> competes for voice customers with<br />

the three existing mobile operators,<br />

Vodacom, MTN and Cell C. Vodacom,<br />

our previously 50% owned joint venture,<br />

was listed on the JSE on May 18, 2009.<br />

The sale and unbundling of our stake in<br />

Vodacom will further increase competition.<br />

MTN is a public company listed on the JSE<br />

Limited, and Cell C entered into a joint<br />

venture with Virgin Mobile which has<br />

further increased competition. <strong>Telkom</strong> also<br />

competes with service providers who use<br />

least cost routing technology that enables<br />

fixed-to-mobile calls from corporate private<br />

branch exchanges to bypass our fixed-line<br />

network by being transferred directly to<br />

mobile networks. In recent periods, our<br />

fixed-line business has experienced<br />

significant customer migration to mobile<br />

services, as well as substitution of calls<br />

placed using mobile services rather than<br />

<strong>Telkom</strong> Annual Report 2009 101<br />

The following table presents information regarding <strong>Telkom</strong>’s service delivery measurements during the periods indicated.<br />

Year ended March 31,<br />

2007 2008 2009<br />

Residential voice<br />

% cleared in 24 hours 50 38 32<br />

Faults per 1,000 lines 485 476 650<br />

% installed within 28 working days initial timeframe – No build 84 91 91<br />

% installed within 80 working days initial timeframe – Build<br />

Business voice<br />

73 82 80<br />

% cleared in 24 hours 66 50 45<br />

Faults per 1,000 lines 328 264 369<br />

% installed within 21 working days initial timeframe – No build 77 85 87<br />

% installed within 70 working days initial timeframe – Build<br />

Data subrate<br />

81 84 82<br />

% cleared in 24 hours 84 93 94<br />

Faults per 1,000 lines 870 875 816<br />

% installed within 30 working days initial timeframe – No build 49 48 64<br />

% installed within 90 working days initial timeframe – Build<br />

ADSL business<br />

54 79 80<br />

% cleared in 24 hours 33 42 37<br />

Faults per 1,000 lines 575 575 649<br />

% installed within 28 working days initial timeframe – No build 56 79 91<br />

% installed within 60 working days initial timeframe – Build 68 66 74<br />

our fixed-line service. ICASA has initiated a<br />

review process of mobile termination rates<br />

aimed at reducing high mobile<br />

interconnect charges which, once<br />

completed, is also likely to impact <strong>Telkom</strong>’s<br />

own termination rates and interconnection<br />

revenues.<br />

Data competition<br />

Neotel, the former VANS providers such as<br />

Internet Solutions and the three existing<br />

mobile operators are our main competitors<br />

in the data market. Each of Vodacom,<br />

MTN and Cell C currently offer 3G, HSPA<br />

and EDGE mobile broadband data<br />

services that directly compete with our<br />

services. Neotel is entering the market<br />

through competitive pricing and niche<br />

products such as fibre connections and<br />

rings. The mobile operators have also<br />

stated their intention to start competing in<br />

the fixed-line market through building their<br />

own infrastructure. The former VANS<br />

provide competitive internet protocol virtual<br />

private networks and internet service<br />

provider services to the business segment.<br />

Group<br />

overview<br />

Management<br />

review<br />

Sustainability<br />

review<br />

Performance<br />

review<br />

Financial<br />

statements<br />

Company<br />

Financial<br />

Information


102<br />

<strong>Telkom</strong> Annual Report 2009<br />

Operational review (continued)<br />

Consumer orientated internet service<br />

providers such as MWEB are our main<br />

competitors in the consumer internet<br />

market.<br />

In addition, our data services have faced<br />

increased competition from iBurst, a<br />

wireless competitor that offers competing<br />

broadband services and, to a lesser extent,<br />

Sentech, which owns and operates satellite<br />

transmission systems, a packaged, alwayson<br />

bidirectional broadband service via<br />

satellite and a wireless high-speed internet<br />

service offering. The mobile data providers<br />

have reduced prices significantly, leading to<br />

price competition in our data markets. We<br />

believe the former VANS operators and<br />

internet service providers will increasingly<br />

move into the corporate and voice services<br />

market, while telecommunications service<br />

providers aim to expand into the managed<br />

data network and international traffic<br />

markets. We anticipate that alliances will<br />

be forged between the former VANS<br />

operators, telecommunications service<br />

providers and content providers to<br />

concentrate on the delivery of converged<br />

services within the next few years.<br />

Domestically, expansion into new markets<br />

by the former VANS and mobile<br />

companies will occur, while the<br />

development of new products and services<br />

will intensify competition. We expect<br />

competition to further increase as a result of<br />

consolidation in the market, with<br />

competitors growing through mergers,<br />

acquisitions and alliance-forming activity.<br />

The entry of multi-national corporations into<br />

South Africa is expected to be a further<br />

incentive for global communications<br />

operators, which already service these<br />

corporations abroad, to establish or<br />

enhance their presence in South Africa.<br />

Competition in the data market is expected<br />

to increase as a result of the VANS<br />

providers’ ability to deliver complex<br />

managed data solutions and integrated<br />

information communications technology<br />

solutions, as well as expected future<br />

alliances between the VANS and fixed and<br />

mobile operators. Technological advances<br />

will also enable more and more<br />

convergence and integration which in turn<br />

will enable more effective competition and<br />

usage of bandwidth.<br />

As competition increases in the South<br />

African market, South African telecommunication<br />

service providers, including<br />

<strong>Telkom</strong>, are expected to increasingly look<br />

to other developing markets for new<br />

revenue streams, particularly in sub-<br />

Saharan Africa. Internationally, <strong>Telkom</strong>’s<br />

new Africa Online business already<br />

competes with Internet Solutions and MTN<br />

Network Solutions. In addition, Verizon is<br />

already present in a number of other<br />

African markets.<br />

Fixed-line voice competition<br />

In September 2004, the Minister of<br />

Communications granted an additional<br />

licence to provide public-switched<br />

telecommunications services to Neotel.<br />

Neotel was 30% owned by Transtel and<br />

Esitel, which are beneficially owned by the<br />

South African government and other<br />

strategic equity investors including 26%<br />

beneficially owned by TATA Africa<br />

Holdings (Pty) Ltd, a member of the large<br />

Indian conglomerate with information and<br />

communications operations. On March<br />

19, 2008 Neotel announced that the<br />

Competition Tribunal of South Africa had<br />

approved its acquisition of Transtel without<br />

any conditions. TATA Africa Holdings (Pty)<br />

Ltd has subsequently acquired the 30%<br />

equity stake beneficially owned by the<br />

South African government, increasing its<br />

shareholding in Neotel to 56%. Neotel<br />

was licensed on December 9, 2005 and<br />

commercially launched on August 31,<br />

2006. Neotel commenced providing<br />

services to large corporations and other<br />

licensees at the beginning of the 2007<br />

calendar year.<br />

On April 25, 2008, Neotel announced<br />

that the first of its consumer products were<br />

available in limited parts of Johannesburg<br />

and Pretoria. Government has created an<br />

infrastructure company, Broadband Infraco,<br />

which stated that it will provide inter-city<br />

bandwidth at cost based prices to Neotel,<br />

and later to the rest of the industry. This will<br />

further compete with our existing<br />

communications network. As an alternative<br />

provider of communications infrastructure,<br />

Broadband Infraco will also be involved in<br />

some of the undersea cable projects.<br />

Broadband Infraco was established by an<br />

Act of Parliament: the Broadband Infraco<br />

Act, No 33 of 2007. The Electronic<br />

Communications Act, No 36 of 2005, has<br />

been amended by the Electronic<br />

Communications Amendment Act, No 37<br />

of 2007, to permit electronic<br />

communications licences to be issued to<br />

Broadband Infraco.<br />

A process to issue additional licences to<br />

small business operators to provide<br />

telecommunications services in<br />

underserviced areas with a teledensity of<br />

less than 5% commenced in 2005 and is<br />

continuing. The Minister of Communications<br />

has identified 27 of these<br />

underserviced areas. ICASA has issued<br />

licences to successful bidders in seven of<br />

these areas and the Minister has issued<br />

invitations to apply for licences in<br />

14 additional areas. In August 2006<br />

ICASA recommended to the Minister that<br />

licences be granted to successful<br />

applicants in 13 of these areas. While it<br />

was expected that further licences would<br />

be issued in the 2007 calendar year, none<br />

were issued. The Minister of<br />

Communications has issued a policy<br />

directive to ICASA directing it to, where<br />

there is more than one licence in a<br />

province, merge the licences and issue one<br />

Provincial Under-Serviced Area Network<br />

Operator (PUSANO) licence. None of<br />

these consolidated licences have yet been<br />

issued by ICASA. In his budget speech of<br />

June 26, 2009, the Minister of<br />

Communications indicated the intention to<br />

review the policy in relation to USALs.


<strong>Telkom</strong>’s fixed-line voice business is<br />

expected to be further impacted by<br />

continuing developments of Voice over<br />

Internet Protocol (VoIP) and by the roll-out of<br />

limited mobility services. Wireless operator<br />

iBurst has started to offer portable voice<br />

services over its wireless network.<br />

Additionally, VoIP and other operators with<br />

international gateway licences are<br />

expected to create increased competition<br />

for <strong>Telkom</strong>’s fixed-line voice business in<br />

carrying international traffic in and out of<br />

South Africa.<br />

We expect that the introduction of number<br />

portability and carrier pre-selection could<br />

further enhance competition in our fixed-line<br />

voice business and increase our churn<br />

rates. As competition intensifies, the main<br />

challenges our fixed-line voice business<br />

faces are continuing to improve customer<br />

loyalty through improved services and<br />

products, and maintaining our leadership<br />

in the South African communications<br />

market. As a result of increasing<br />

competition, we anticipate pressure on our<br />

overall average tariffs and a reduction in<br />

our market share.<br />

<strong>Telkom</strong> Annual Report 2009 103<br />

Group<br />

overview<br />

Management<br />

review<br />

Sustainability<br />

review<br />

Performance<br />

review<br />

Financial<br />

statements<br />

Company<br />

Financial<br />

Information


104<br />

<strong>Telkom</strong> Annual Report 2009<br />

Three year financial review<br />

for the years ended March 31<br />

Amounts in accordance with IFRS<br />

(in Z<strong>AR</strong> millions, except percentages) 2007 2008 2009 CAGR (%)<br />

Fixed-line segment financial data<br />

Revenue 32,345 32,572 33,659 2.0<br />

Operating profit 8,596 8,107 4,334 (29.0)<br />

Operating profit margin (%) 26.6 24.9 12.9 (30.4)<br />

EBITDA 12,178 11,839 8,692 (15.5)<br />

EBITDA margin (%) 37.7 36.3 25.8 (17.3)<br />

Capital expenditure to revenue (%)<br />

Multi-Links segment financial data<br />

20.4 20.9 19.9 (1.2)<br />

Revenue – 845 1,900 124.9<br />

Operating profit – (97) (522) 438.1<br />

Operating profit margin (%) – (11.5) (27.5) 139.3<br />

EBITDA – (11) (226) 1,954.5<br />

EBITDA margin (%) – (1.3) (11.9) 813.7<br />

Capital expenditure to revenue (%)<br />

Other segment financial data<br />

– 155.3 146.9 (5.4)<br />

Revenue 873 1,040 1,214 17.9<br />

Operating profit 411 453 477 7.7<br />

Operating profit margin (%) 47.1 43.6 39.3 (8.6)<br />

EBITDA 430 486 527 10.7<br />

EBITDA margin (%) 49.3 46.7 43.4 (6.1)<br />

Capital expenditure to revenue (%)<br />

Financial review (Group)<br />

Income statement data<br />

Continuing operations<br />

5.0 32.1 13.8 66.1<br />

Operating revenue 32,441 33,611 35,940 5.3<br />

Operating expenses (including depreciation) 23,028 25,014 29,895 13.9<br />

EBITDA 13,352 13,203 11,668 (6.5)<br />

Operating profit 9,751 9,069 6,388 (19.1)<br />

Profit before tax 9,093 7,681 3,726 (36.0)<br />

Profit from continuing operations 6,290 5,034 2,066 (42.7)<br />

Basic earnings per share (cents) 1,204.7 963.7 407.4 (41.8)<br />

Headline earnings per share (cents) 1,235.5 1,028.9 557.0 (32.9)<br />

Dividend per share (cents)<br />

Total operations<br />

900.0 1,100.0 660.0 (14.4)<br />

Basic earnings per share (cents) 1,681.0 1,565.0 832.8 (29.6)<br />

Headline earnings per share (cents)<br />

Balance sheet data<br />

1,710.7 1,634.8 994.6 (23.8)<br />

Total assets 59,146 70,372 85,779 20.4<br />

Current assets 10,376 12,609 11,287 4.3<br />

Non-current assets 48,770 57,763 51,009 2.3<br />

Assets of disposal groups held for sale n/a n/a 23,482<br />

Total liabilities 27,138 37,035 48,673 33.9<br />

Current liabilities 18,584 21,931 17,452 (3.1)<br />

Non-current liabilities 8,554 15,104 15,348 33.9<br />

Liabilities of disposal groups held for sale n/a n/a 15,873<br />

Shareholders’ equity<br />

Continuing operations<br />

32,008 33,337 37,106 7.7<br />

Capital expenditure 6,623 8,428 9,631 20.6<br />

Total debt 11,034 18,365 18,630 29.9<br />

Net debt<br />

Total operations<br />

10,026 16,617 15,497 24.3<br />

Capital expenditure 10,246 11,900 13,234 13.6<br />

Net debt<br />

Cash flow data<br />

10,026 16,617 23,047 51.6<br />

Cash flow from operating activities 9,356 10,603 11,432 10.5<br />

Cash flow from investing activities (10,412) (14,106) (17,005) 27.8<br />

Cash flow from financing activities (2,920) 2,943 7,093 –<br />

Capital expenditure excluding intangibles 8,648 10,108 8,725 0.4<br />

Operating free cash flow<br />

Financial ratios<br />

Continuing operations<br />

3,728 2,229 (2,237) –<br />

Operating profit margin (%) 30.1 27.0 17.8 (23.1)<br />

EBITDA margin (%) 41.2 39.3 32.5 (11.2)<br />

Net profit margin (%) 19.4 15.0 5.7 (45.5)<br />

Net debt to EBITDA n/a n/a 1.3 –<br />

After tax operating return on assets (%) n/a n/a 5.0 –<br />

Capital expenditure to revenue (%)<br />

Total operations<br />

20.4 25.1 26.8 14.6<br />

Net debt to EBITDA 0.5 0.8 1.2 54.9<br />

After tax operating return on assets (%) 22.7 18.3 9.7 (34.6)


Results of operations<br />

The <strong>Telkom</strong> Group added Multi-Links as a new segment to its<br />

financial reporting for the 2009 financial year. As a result, the<br />

<strong>Telkom</strong> Group’s four reporting segments for the 2009 financial<br />

year are fixed-line, Multi-Links, mobile and other. The other<br />

segment includes <strong>Telkom</strong>’s Trudon, formerly known as TDS<br />

Directory Operations, and Africa Online subsidiaries. The<br />

information in this annual report has been updated to reflect the<br />

above changes to <strong>Telkom</strong>’s reporting segments.<br />

<strong>Telkom</strong> concluded the disposal and sale of Vodacom, its mobile<br />

segment that provided mobile services through its 50% joint<br />

venture interest in Vodacom, effective as of April 20, 2009. In<br />

addition, <strong>Telkom</strong>’s Board of directors determined to dispose of<br />

Swiftnet, a wholly owned subsidiary that provides wireless data<br />

services, and determined to wind up its <strong>Telkom</strong> Media subsidiary.<br />

The <strong>Telkom</strong> Group’s consolidated financial statements and<br />

information included herein reflects the restatement to <strong>Telkom</strong>’s<br />

consolidated financial statements in prior years as a result of these<br />

events to disclose the effect of discontinued operations and the<br />

disposal of the subsidiaries held for sale as follows:<br />

• Income statement data for all the periods have been restated to<br />

reflect our 50% share of Vodacom’s results, our 100% share of<br />

Swiftnet’s results and our 75% share of <strong>Telkom</strong> Media’s results<br />

as discontinued operations in accordance with IFRS5; and<br />

• Balance sheet data for only the year ended March 31, 2009<br />

reflect our 50% share of Vodacom’s results and our 100% share<br />

of Swiftnet’s results as discontinued operations in accordance<br />

with IFRS5.<br />

The discussion of the business below has been revised from<br />

previous years to reflect the changes to <strong>Telkom</strong>’s segments and its<br />

discontinued operations.<br />

Year ended March 31, 2009 compared to year ended March<br />

31, 2008 and year ended March 31, 2007<br />

Consolidated results<br />

The following table shows information related to our operating<br />

revenue, other income, operating expenses, operating profit,<br />

operating profit margin, profit for the year, profit margin, EBITDA<br />

and EBITDA margin for the periods indicated.<br />

Financial review<br />

<strong>Telkom</strong> Annual Report 2009 105<br />

The Board has decided to delist from the New York Stock<br />

Exchange. Maintaining a listing in the United States is<br />

expensive and takes considerable management time. The<br />

methodology employed and discipline gained from<br />

compliance with the Sarbanes-Oxley reporting<br />

requirements will be retained, where appropriate, to<br />

ensure strict corporate governance compliance and<br />

transparent financial reporting.<br />

<strong>Telkom</strong> is comfortable that the JSE provides sufficient access<br />

to capital from both South African and global investors.<br />

Group<br />

overview<br />

Management<br />

review<br />

Sustainability<br />

review<br />

Performance<br />

review<br />

Financial<br />

statements<br />

Company<br />

Financial<br />

Information


106<br />

<strong>Telkom</strong> Annual Report 2009<br />

Financial review (continued)<br />

<strong>Telkom</strong> Group’s segmental results<br />

Year ended March 31,<br />

2008/ 2009/<br />

2007 2008 2009 2007 2008<br />

(in millions, except percentages) Z<strong>AR</strong> % Z<strong>AR</strong> % Z<strong>AR</strong> % % change % change<br />

Operating revenue 32,441 100.0 33,611 100.0 35,940 100.0 3.6 6.9<br />

Fixed-line 32,345 99.7 32,572 96.9 33,659 93.7 0.7 3.3<br />

Multi-Links – – 845 2.5 1,900 5.3 – 124.9<br />

Other 873 2.7 1,040 3.1 1,214 3.4 19.1 16.7<br />

Intercompany eliminations (777) (2.4) (846) (2.5) (833) (2.4) 8.9 (1.5)<br />

Other income (1) 338 100.0 472 100.0 343 100.0 39.6 (27.3)<br />

Fixed-line 334 98.8 497 105.3 524 152.8 48.8 5.4<br />

Multi-Links – – – – – – – –<br />

Other 50 14.8 61 12.9 64 18.6 22.0 4.9<br />

Intercompany eliminations (46) (13.6) (86) (18.2) (245) (71.4) 87.0 184.9<br />

Operating expenses 23,028 100.0 25,014 100.0 29,895 100.0 8.6 19.5<br />

Fixed-line 24,083 104.6 24,962 99.7 29,849 99.8 3.6 19.6<br />

Multi-Links – – 942 3.8 2,422 8.1 – 157.1<br />

Other 512 2.2 648 2.6 801 2.7 26.6 23.6<br />

Intercompany eliminations (1,567) (6.8) (1,538) (6.1) (3,177) (10.6) (1.9) 106.6<br />

Operating profit 9,751 100.0 9,069 100.0 6,388 100.0 (7.0) (29.6)<br />

Fixed-line 8,596 88.2 8,107 89.4 4,334 67.8 (5.7) (46.5)<br />

Multi-Links – – (97) (1.1) (522) (8.2) – (438.1)<br />

Other 411 4.2 453 5.0 477 7.5 10.2 5.3<br />

Intercompany eliminations 744 7.6 606 6.7 2,099 32.9 (18.5) 246.4<br />

Operating profit margin (%) 30.1 27.0 17.8 (10.3) (34.1)<br />

Fixed-line 26.6 24.9 12.9 (6.4) (48.2)<br />

Multi-Links – (11.5) (27.5) – 139.1<br />

Other 47.1 43.6 39.3 (7.4) (9.9)<br />

Profit for the year attributable<br />

to equity holders of <strong>Telkom</strong><br />

Profit margin (%)<br />

EBITDA (2) 13,352 100.0 13,203 100.0 11,668 100.0 (1.1) (11.6)<br />

Fixed-line 12,178 91.2 11,839 89.7 8,692 74.5 (2.8) (26.6)<br />

Multi-Links – – (11) (0.1) (226) (1.9) – (1,954.5)<br />

Other 430 3.2 486 3.7 527 4.5 13.0 8.4<br />

Intercompany eliminations 744 5.6 889 6.7 2,675 22.9 19.5 200.9<br />

EBITDA margin (%) 41.2 39.3 32.5<br />

Notes:<br />

(1) Other income includes profit and losses on disposal of investments, property, plant and equipment and intangible assets.<br />

(2) EBITDA represents profit for the year, which includes profit on sale of investments, before taxation, finance charges, investment income and depreciation,<br />

amortisation, impairments and write-offs. We believe that EBITDA provides meaningful additional information to investors since it is widely accepted by<br />

analysts and investors as a basis for comparing a company’s underlying operating profitability with that of other companies as it is not influenced by past<br />

capital expenditures or business acquisitions, a company’s capital structure or the relevant taxation regime. This is particularly the case in a capital intensive<br />

industry such as communications. It is also a widely accepted indicator of a company’s ability to service its long-term debt and other fixed obligations<br />

and to fund its continued growth. You should not construe EBITDA as an alternative to operating profit or cash flows from operating activities determined<br />

in accordance with IFRS or as a measure of liquidity. EBITDA is not defined in the same manner by all companies and may not be comparable to other<br />

similarly titled measures of other companies unless the definition is the same. In addition, the calculation of EBITDA for the maintenance of our covenants<br />

contained in our TL20 bond is based on accounting policies in use, consistently applied, at the time the indebtedness was incurred. As a result, EBITDA<br />

for purposes of those covenants is not calculated in the same manner as it is calculated in the above table.


EBITDA can be reconciled to operating profit as follows:<br />

<strong>Telkom</strong> Annual Report 2009 107<br />

Year ended March 31,<br />

2007 2008 2009<br />

(in millions) Z<strong>AR</strong> Z<strong>AR</strong> Z<strong>AR</strong><br />

Fixed-line<br />

EBITDA 12,178 11,839 8,692<br />

Depreciation, amortisation, impairments and write-offs (3,582) (3,732) (4,358)<br />

Operating profit 8,596 8,107 4,334<br />

Multi-Links<br />

EBITDA – (11) (226)<br />

Depreciation, amortisation, impairments and write-offs – (86) (296)<br />

Operating profit – (97) (522)<br />

Other<br />

EBITDA 430 486 527<br />

Depreciation, amortisation, impairments and write-offs (19) (33) (50)<br />

Operating profit 411 453 477<br />

Operating revenue<br />

Operating revenue increased in the years<br />

ended March 31, 2009 and 2008 due to<br />

increased operating revenue in our fixedline,<br />

Multi-Links and other segment. The<br />

increase in fixed-line operating revenue of<br />

3.3% and 0.7% in the 2009 and 2008<br />

financial years, respectively, was primarily<br />

due to continued growth in data services,<br />

higher revenue from interconnection and<br />

subscription based calling plans, partially<br />

offset by lower traffic revenue. The increase<br />

in revenue in our Multi-Links segment in the<br />

2009 financial year was primarily due to<br />

subscriber growth, an increase in<br />

domestic traffic volumes as well as<br />

increased data revenue. The increase in<br />

revenue in our Multi-Links and other<br />

segment in the 2008 financial year was<br />

primarily due to the inclusion in the 2008<br />

fiscal year of revenue generated by our<br />

newly acquired subsidiaries, Multi-Links<br />

and Africa Online.<br />

Other income<br />

Other income includes profit on the<br />

disposal of investments, property, plant and<br />

equipment and intangible assets. The<br />

decrease in fixed-line other income in the<br />

2009 financial year was primarily due to<br />

the gain on disposal of properties in the<br />

2008 financial year. The increase in fixedline<br />

other income in the 2008 financial<br />

year was primarily due to the disposal of<br />

more properties at a higher value during<br />

the 2008 fiscal year.<br />

Operating expenses<br />

Operating expenses increased in the years<br />

ended March 31, 2009 and 2008 as a<br />

result of increased operating expenses in<br />

Multi-Links and fixed-line segments.<br />

The increase in the Multi-Links segment’s<br />

operating expenses in the 2009 financial<br />

year was primarily due to increased cost of<br />

sales and associated subsidies as a result<br />

of increased sales volumes, increased<br />

advertising and promotional expenditure<br />

and an increase in expatriate fees as a<br />

result of an increase in staff seconded from<br />

<strong>Telkom</strong> during the year. The increase in the<br />

Multi-Links segment’s operating expenses in<br />

the 2008 financial year was primarily due<br />

to the inclusion of operating expenses<br />

relating to our newly acquired subsidiary,<br />

Multi-Links, which impacted all expense<br />

categories.<br />

The increase in the other segment’s<br />

operating expenses in the 2009 financial<br />

year was mainly contributed by the<br />

operating expenditure of UUNET, Africa<br />

Online’s 40% joint venture. Increases in the<br />

other segment’s operating expenses in the<br />

2008 financial year were primarily driven<br />

by significant increases in payments to<br />

other operators, employee expenses,<br />

selling, general and administrative<br />

expenses, depreciation, amortisation<br />

impairments and write-offs, operating<br />

leases and service fees.<br />

The increase in fixed-line operating<br />

expenses in the 2009 financial year was<br />

primarily due to increased selling, general<br />

and administrative expenses, payment to<br />

other network operators, depreciation,<br />

amortisation impairments and write-offs,<br />

employee expenses and service fees.<br />

Selling, general and administrative<br />

expenses increased primarily due to the<br />

impairment of the Multi-Links investment in<br />

the 2009 financial year, increased<br />

materials and maintenance expenses and<br />

higher bad debts. Depreciation,<br />

amortisation, impairments and write-offs<br />

increased in the year ended March 31,<br />

2009 primarily as a result of higher<br />

amortisation of intangible assets and<br />

increased depreciation due to the on-going<br />

investment in telecommunications network<br />

equipment and data processing<br />

equipment. Payments to other operators<br />

increased primarily due to increased<br />

payments to international operators due to<br />

increased switch hubbing volumes and<br />

higher exchange rates and settlement rates.<br />

Employee expenses increased in the year<br />

ended March 31, 2009 primarily due to a<br />

higher provision for medical aid for<br />

pensioners as a result of increased interest<br />

costs, higher salaries and wages as a result<br />

Group<br />

overview<br />

Management<br />

review<br />

Sustainability<br />

review<br />

Performance<br />

review<br />

Financial<br />

statements<br />

Company<br />

Financial<br />

Information


108<br />

<strong>Telkom</strong> Annual Report 2009<br />

Financial review (continued)<br />

of average annual salary increases of<br />

10.86% as well as higher leave benefits.<br />

Service fees increased in the year ended<br />

March 31, 2009 primarily due to<br />

consultancy fees relating to the Vodacom<br />

sale and unbundling transaction and higher<br />

security costs to secure the copper network.<br />

The increase in fixed-line operating<br />

expenses in the 2008 financial year was<br />

primarily due to increased payments to<br />

other operators, higher employee expenses<br />

and service fees, partially offset by lower<br />

leases and selling, general and<br />

administrative expenses. Payments to other<br />

operators increased primarily due to<br />

increased calls from our fixed-line network<br />

to mobile and international operators as<br />

result of higher call volumes from our fixedline<br />

network to the mobile and international<br />

networks. Employee expenses increased<br />

due to higher salaries and wages as a<br />

result of average annual salary increases<br />

and higher share compensation expenses,<br />

partially offset by a reduced provision for<br />

team award and a reduction in the number<br />

of employees. Service fees increased<br />

primarily due to increased property<br />

management costs mainly related to<br />

increased electricity usage, electricity rates<br />

and taxes, payments to consultants to<br />

explore local and international investment<br />

opportunities, higher security costs due to<br />

increases in contract prices and<br />

maintenance and monitoring of the cable<br />

alarm system and legal fees related to<br />

Telcordia. Operating leases decreased in<br />

the year ended March 31, 2008 primarily<br />

due to a discount received on the extension<br />

of our vehicle lease and a reduction in the<br />

number of vehicles from 9,694 at<br />

March 31, 2007 to 8,792 at March 31,<br />

2008. Selling, general and administrative<br />

expenses decreased primarily due to the<br />

provision for probable liabilities in the<br />

Telcordia dispute in the 2007 financial<br />

year, which were not increased significantly<br />

in the 2008 financial year, and lower<br />

marketing expense, partially offset by the<br />

R217 million impairment of the <strong>Telkom</strong><br />

Media loan in the 2008 financial year –<br />

increased materials and maintenance<br />

expenses and higher bad debts.<br />

Depreciation, amortisation, impairments<br />

and write-offs increased in the year ended<br />

March 31, 2008 primarily as a result of<br />

higher amortisation of intangible assets and<br />

increased depreciation due to the on-going<br />

investment in telecommunications network<br />

equipment and data processing equipment,<br />

partially offset by lower asset write-offs.<br />

Operating profit<br />

Operating profit decreased in the 2009<br />

and 2008 financial years due to<br />

decreased operating profit in the fixed-line<br />

and Multi-Links segments as a result of<br />

increased operating expenditure. As a<br />

result, the fixed-line operating profit margin<br />

decreased from 26.6% in the 2007<br />

financial year to 24.9% in the 2008<br />

financial year and decreased to 12.9% in<br />

the 2009 financial year. The operating<br />

margin for our Multi-Links segment<br />

decreased significantly from a negative<br />

margin of 11.5% in the 2008 financial<br />

year to a negative operating margin of<br />

25.7% in the 2009 financial year. The<br />

operating profit margin for our other<br />

segment decreased from 47.1% in the<br />

2007 financial year to 43.6% in the 2008<br />

financial year and decreased to 39.3% in<br />

the 2009 financial year.<br />

Investment income<br />

Investment income consists of interest<br />

received on short-term investments and<br />

bank accounts and income received from<br />

our investments. Group investment income<br />

increased 7.7% to R181 million in the<br />

2009 financial year and decreased<br />

15.6% to R168 million in the 2008<br />

financial year from R199 million in the<br />

2007 financial year. The increase in the<br />

2009 financial year was primarily due to<br />

increased short-term investments and<br />

interest rates. The decrease in the 2008<br />

financial year was primarily due to lower<br />

interest received from fixed deposits and<br />

repurchase agreements mainly due to<br />

lower cash balances.<br />

Finance charges and fair value<br />

movements<br />

Finance charges and fair value movements<br />

include interest paid on local and foreign<br />

borrowings, amortised discounts on bonds<br />

and commercial paper bills, fair value<br />

gains and losses on financial instruments<br />

and foreign exchange gains and losses.<br />

The following table sets forth information<br />

related to our finance charges and fair<br />

value movements for the periods indicated.


<strong>Telkom</strong> Annual Report 2009 109<br />

Finance charges and fair value movements<br />

Year ended March 31,<br />

2007 2008 2009 2008/2007 2009/2008<br />

(in millions, except percentages) Z<strong>AR</strong> Z<strong>AR</strong> Z<strong>AR</strong> % change % change<br />

Interest expense 1,142 1,543 1,732 35.1 12.2<br />

Local loans 1,303 1,700 1,895 30.5 11.5<br />

Foreign loans – 18 – – –<br />

Finance charges capitalised (161) (175) (163) 8.7 (6.9)<br />

Foreign exchange losses and fair value movements (285) 13 1,111 (104.6) –<br />

Fair value (adjustments) on derivative instruments (344) (80) 268 (76.7) (435.0)<br />

Foreign exchange losses 59 93 843 57.6 806.5<br />

Total finance charges 857 1,556 2,843 81.6 82.7<br />

During the year ended March 31, 2009,<br />

finance charges increased primarily due to<br />

higher foreign exchange losses and fair<br />

value movements incurred by Multi-Links on<br />

foreign denominated loans and creditor’s<br />

balances as a result of the devaluation of<br />

the naira and the mark to market valuation<br />

of the Multi-Links put option as well as<br />

increased interest paid as a result of higher<br />

debt levels and interest rates. During the<br />

year ended March 31, 2008, finance<br />

charges increased primarily due to a<br />

higher interest expense resulting from<br />

higher debt levels in the fixed-line, Multi-<br />

Links and other segments, and foreign<br />

exchange losses and fair value movements<br />

decreased primarily due to currency<br />

movements and fair value losses on the put<br />

option we have in place relating to Multi-<br />

Links. This was partially offset by fair value<br />

adjustments as a result of the significant<br />

weakness of the rand against international<br />

currencies.<br />

Taxation<br />

Our consolidated taxation expense from<br />

continuing operations decreased 37.3% to<br />

R1,660 million in the year ended March<br />

31, 2009 and decreased 5.6% to<br />

R2,647 million in the year ended March<br />

31, 2008 from R2,803 million in the year<br />

ended March 31, 2007. The decrease in<br />

the 2009 financial year was primarily due<br />

to the decrease in the STC charge as a<br />

result of lower dividends declared as<br />

compared to the previous year and the<br />

R454 million deferred taxation asset that<br />

was raised on the capital gains tax base<br />

cost of the 15% investment in Vodacom,<br />

that are held for sale and will be utilised for<br />

the future capital gains tax liability of the<br />

sale transaction. This was partially offset by<br />

higher non-deductible expenditure relating<br />

to the impairment of Multi-Links and Africa<br />

Online. The decrease in the 2008<br />

financial year was primarily due to higher<br />

non-deductible expenses relating mostly to<br />

the impairment of <strong>Telkom</strong> Media and Africa<br />

Online assets, the increase in STC taxation<br />

credits utilised in respect of the repurchase<br />

of <strong>Telkom</strong> shares, the utilisation of the Multi-<br />

Links assessed losses and the impact of the<br />

taxation rate change on deferred taxation<br />

from 29% to 28% with effect from April 1,<br />

2008.<br />

The following table sets forth information related to our effective taxation rate for the <strong>Telkom</strong> Group, <strong>Telkom</strong> Company and Vodacom for<br />

the periods indicated:<br />

2007<br />

Year ended March 31,<br />

2008 2009 2008/2007 2009/2008<br />

(in percentages) % % % % change % change<br />

Effective tax rate<br />

<strong>Telkom</strong> Group – continuing operations 30.8 34.5 44.5 12.0 29.3<br />

<strong>Telkom</strong> Company 24.2 24.6 8.9 1.7 (63.8)<br />

Vodacom 36.9 34.1 39.5 (7.6) 15.8<br />

Group<br />

overview<br />

Management<br />

review<br />

Sustainability<br />

review<br />

Performance<br />

review<br />

Financial<br />

statements<br />

Company<br />

Financial<br />

Information


110<br />

<strong>Telkom</strong> Annual Report 2009<br />

Financial review (continued)<br />

The increase in the <strong>Telkom</strong> Group effective<br />

taxation rate in the 2009 financial year<br />

was mainly due to higher non-deductible<br />

expenditure relating to the impairment of<br />

Multi-Links and Africa Online and Vodacom<br />

transaction costs. The increase in the<br />

<strong>Telkom</strong> Group effective taxation rate in the<br />

2008 financial year was mainly due to<br />

higher non-deductible expenses relating<br />

mostly to the impairment of <strong>Telkom</strong> Media<br />

and Africa Online assets, the increase in<br />

STC taxation credits utilised in respect of<br />

the repurchases of <strong>Telkom</strong> shares and the<br />

impact of the taxation rate change on<br />

deferred taxation from 29% to 28% with<br />

effect from April 1, 2008.<br />

The decrease in the <strong>Telkom</strong> Company<br />

effective taxation rate in the 2009 financial<br />

year was mainly due to the R1,280 million<br />

deferred taxation asset that was raised on<br />

the capital gains tax base cost of the 15%<br />

investment in Vodacom, that are held for<br />

sale and will be utilised for the future<br />

capital gains tax liability of the sale<br />

transaction, partially offset by the<br />

R1,843 million impairment of the Multi-<br />

Links investment, R254 million impairment<br />

of the <strong>Telkom</strong> Media loan and R85 million<br />

impairment of the Africa Online investment<br />

as well as Vodacom transaction costs. The<br />

higher effective taxation rate for <strong>Telkom</strong><br />

Company in the year ended March 31,<br />

2008 was primarily due to higher nondeductible<br />

expenses relating to the<br />

R217 million impairment of the <strong>Telkom</strong><br />

Media loan and an increase of<br />

R198 million in secondary taxation on<br />

companies, partially offset by higher<br />

exempt income resulting from dividends<br />

received from Vodacom and other<br />

subsidiaries. Vodacom’s effective taxation<br />

rate increased in the 2008 financial year<br />

primarily due to the disallowable expenses<br />

relating to the BEE deal and non-deductible<br />

interest expenses. Vodacom’s effective<br />

taxation rate decreased in the 2008<br />

financial year primarily due to the decrease<br />

in the rate of secondary taxation on<br />

companies from 12.5% to 10%.<br />

Minority interests<br />

Minority interests in the income of subsidiaries<br />

decreased significantly to R77 million in the<br />

year ended March 31, 2009 primarily due<br />

to an increase in the Multi-Links minorities’<br />

share in net losses. Minority interests in the<br />

income of subsidiaries decreased 3.0% to<br />

R197 million in the year ended March 31,<br />

2008 primarily due to the purchase of the<br />

remaining equity interest of 30% in<br />

Smartphone on August 31, 2007, partially<br />

offset by an increase in profits generated by<br />

our <strong>Telkom</strong> Directory Services subsidiary and<br />

Vodacom Tanzania.<br />

Profit for the year attributable to equity<br />

holders of <strong>Telkom</strong><br />

Profit for the year attributable to equity<br />

holders of <strong>Telkom</strong> decreased to<br />

R4,170 million in the 2009 financial year<br />

primarily due to decreased operating profit<br />

in our Multi-Links, fixed-line and mobile<br />

segments, partially offset by increased<br />

operating profit in our other segment.<br />

Higher finance charges were partially<br />

offset by lower taxation and higher<br />

investment income. Profit for the year<br />

attributable to equity holders of <strong>Telkom</strong><br />

decreased to R7,975 million in the 2008<br />

financial year primarily due to decreased<br />

operating profit in our fixed-line and other<br />

segments, partially offset by increased<br />

operating profit in our mobile segment.<br />

Higher finance charges and lower<br />

investment income were partially offset by<br />

lower taxation.<br />

Fixed-line segment<br />

The following is a discussion of the results<br />

of operations from our fixed-line segment<br />

before eliminations of intercompany<br />

transactions with the mobile and other<br />

segments. Our fixed-line segment is our<br />

largest segment based on revenue and<br />

profit contribution.<br />

Fixed-line operating revenue<br />

Our fixed-line operating revenue is derived<br />

principally from fixed-line subscriptions and<br />

connections; traffic, which comprises local<br />

and long distance traffic, fixed-to-mobile<br />

traffic, international outgoing traffic and<br />

international voice over internet protocol<br />

services; and interconnection, which<br />

comprise terminating and hubbing traffic.<br />

We also derive fixed-line operating<br />

revenue from our data business, which<br />

includes data transmission services,<br />

managed data networking services and<br />

internet access and related information<br />

technology services.<br />

<strong>Telkom</strong> has in recent years introduced<br />

calling plans as a customer retention<br />

strategy in order to defend revenues. These<br />

calling plan arrangements comprise<br />

monthly subscriptions for access line rental,<br />

value-added services and free or<br />

discounted rates on calls. The access line<br />

rentals and value-added services revenue<br />

components of calling plan arrangements<br />

are included in subscriptions and<br />

connections revenue. In response to the<br />

significant growth in calling plan<br />

arrangements, the need arose to separate<br />

traffic revenue resulting from subscription<br />

based calling plans into annuity revenue<br />

and the respective traffic revenue streams.<br />

Subscription based on calling plans<br />

revenue includes traffic annuity revenue<br />

related to calling plans. Discounted and<br />

out of plan traffic relating to these calling<br />

plans is disclosed under the applicable<br />

traffic revenue streams.<br />

The following table shows operating<br />

revenue for our fixed-line segment broken<br />

down by major revenue streams and as a<br />

percentage of total revenue for our fixedline<br />

segment and the percentage change<br />

by major revenue stream for the periods<br />

indicated.


Fixed-line operating revenue increased in<br />

the 2009 financial year primarily due to<br />

continued growth in data services, higher<br />

revenue from interconnection services and<br />

subscriptions and connections partially<br />

offset by a decrease in traffic revenue,<br />

particularly local and long distance traffic<br />

revenue partially offset by an increase in<br />

traffic revenue from subscription based<br />

calling plans. Fixed-line operating revenue<br />

increased in the 2008 financial year<br />

primarily due to continued growth in data<br />

services and higher revenue from<br />

subscription based calling plans,<br />

interconnection and subscriptions and<br />

connections, partially offset by a decrease<br />

in traffic revenue, particularly local and<br />

long distance traffic revenue.<br />

Fixed-line operating revenue was adversely<br />

impacted in both the 2009 and 2008<br />

financial years due to a decrease in the<br />

number of residential post-paid PSTN lines<br />

primarily as a result of customer migration<br />

to mobile and higher bandwidth products<br />

such as ADSL and lower connections, and<br />

a decrease in the number of prepaid PSTN<br />

lines as a result of customer migration to<br />

mobile services and our residential postpaid<br />

PSTN services to enable access to<br />

subscription based calling plans and was<br />

positively impacted by our increase in<br />

ISDN channels, ADSL services and, to a<br />

lesser extent, business post-paid PSTN<br />

lines. In addition, traffic was adversely<br />

affected in both years by the increasing<br />

substitution of calls placed using mobile<br />

services rather than our fixed-line service<br />

and dial-up traffic being substituted by our<br />

ADSL service, as well as the decrease in<br />

the number of prepaid and residential postpaid<br />

PSTN lines and increased competition<br />

in our payphones business. As a result,<br />

traffic declined 7.6% in the 2009 financial<br />

year and 8.2% in the 2008 financial year.<br />

Revenue per fixed access line increased<br />

2.1% to R5,349 in the 2009 financial<br />

year from R5,250 in the 2008 financial<br />

year primarily due to a 1.4% decrease in<br />

the average number of access lines<br />

and increased interconnection and<br />

subscriptions and connection revenue<br />

partially offset by lower traffic revenue.<br />

Revenue per fixed access line decreased<br />

<strong>Telkom</strong> Annual Report 2009 111<br />

Fixed-line operating revenue<br />

Year ended March 31,<br />

2008/ 2009/<br />

2007 2008 2009 2007 2008<br />

(in millions, except percentages) Z<strong>AR</strong> % Z<strong>AR</strong> % Z<strong>AR</strong> % % change % change<br />

Subscriptions and connections 6,286 19.4 6,330 19.4 6,614 19.7 0.7 4.5<br />

Traffic 16,740 51.8 15,950 49.0 15,323 45.5 (4.7) (3.9)<br />

Local 4,832 14.9 4,076 12.6 3,634 10.8 (15.6) (10.8)<br />

Long distance 2,731 8.5 2,252 6.9 2,036 6.0 (17.5) (9.6)<br />

Fixed-to-mobile 7,646 23.6 7,557 23.2 7,420 22.0 (1.2) (1.8)<br />

International outgoing 988 3.1 986 3.0 933 2.8 (0.2) (5.4)<br />

Subscription based calling plans 543 1.7 1,079 3.3 1,300 3.9 98.7 20.5<br />

Interconnection 1,639 5.1 1,757 5.4 2,084 6.2 7.2 18.6<br />

Data 7,489 23.1 8,308 25.5 9,310 27.6 10.9 12.1<br />

Sundry revenue 191 0.6 227 0.7 328 1.0 18.8 44.5<br />

Fixed-line operating revenue 32,345 100.0 32,572 100.0 33,659 100.0 0.7 3.3<br />

0.5% to R5,250 in the 2008 financial<br />

year from R5,275 in the 2007 financial<br />

year primarily due to the decline in traffic<br />

tariffs and local traffic volumes, partially<br />

offset by increased subscription based<br />

calling plans, interconnection and<br />

subscriptions and connections tariffs.<br />

Subscriptions and connections. Revenue<br />

from subscriptions and connections consists<br />

of revenue from connection fees, monthly<br />

rental charges, value-added voice services<br />

and the sale and rental of customer<br />

premises equipment for post-paid and<br />

prepaid PSTN lines, including ISDN<br />

channels and private payphones.<br />

Subscriptions and connections revenue is<br />

principally a function of the number and<br />

mix of residential and business lines in<br />

service, the number of private payphones<br />

in service and the corresponding charges.<br />

The following table sets forth information<br />

related to our fixed-line subscription and<br />

connection revenue during the periods<br />

indicated.<br />

Group<br />

overview<br />

Management<br />

review<br />

Sustainability<br />

review<br />

Performance<br />

review<br />

Financial<br />

statements<br />

Company<br />

Financial<br />

Information


112<br />

<strong>Telkom</strong> Annual Report 2009<br />

Financial review (continued)<br />

Revenue from subscriptions and<br />

connections increased in the year ended<br />

March 31, 2009 mainly due to increased<br />

tariffs as well as an increase in the number<br />

of ISDN lines and, to a lesser extent,<br />

residential prepaid PSTN lines, partially<br />

offset by lower business and residential<br />

post-paid PSTN lines. The average monthly<br />

prices for subscriptions increased by<br />

11.0% on August 1, 2008. Revenue from<br />

subscriptions and connections increased in<br />

the year ended March 31, 2008 mainly<br />

due to increased tariffs as well as an<br />

increase in the number of ISDN lines and,<br />

to a lesser extent, business post-paid PSTN<br />

lines, partially offset by lower residential<br />

post-paid PSTN lines and prepaid PSTN<br />

lines. The average monthly prices for<br />

subscriptions increased by 8.3% on August<br />

1, 2006 and 12.0% on August 1, 2007.<br />

The decrease in the number of residential<br />

post-paid PSTN lines in service in both the<br />

2009 and 2008 financial years was<br />

primarily as a result of customer migration<br />

to mobile and higher bandwidth products<br />

such as ADSL and lower connections. The<br />

Fixed-line subscription and connection revenue<br />

Year ended March 31,<br />

2007 2008 2009 2008/2007 2009/2008<br />

% change % change<br />

Total subscriptions and connections revenue<br />

(Z<strong>AR</strong> millions, except percentages)<br />

Total subscription access lines (thousands,<br />

6,286 6,330 6,614 0.7 4.5<br />

except percentages) (1) Postpaid<br />

4,490 4,395 4,319 (2.1) (1.7)<br />

PSTN (2) 2,971 2,893 2,769 (2.6) (4.3)<br />

ISDN channels 718 754 781 5.0 3.6<br />

Prepaid PSTN 795 743 766 (6.5) 3.1<br />

Private payphones 6 5 3 (16.7) (40.0)<br />

Notes:<br />

(1) Total subscription access lines comprise PSTN lines, including ISDN lines and private payphones, but excluding internal lines in service and public<br />

payphones. Each analogue PSTN line includes one access channel, each basic rate ISDN line includes two access channels and each primary rate<br />

ISDN line includes 30 access channels.<br />

(2) Excluding ISDN channels. PSTN lines are provided using copper cable, DECT and fibre.<br />

increase in the number of post-paid ISDN<br />

channels was driven by increased demand<br />

for higher bandwidth and functionality. The<br />

increase in prepaid PSTN lines in the<br />

2009 financial year was primarily due to<br />

our affordable Waya Waya offering. The<br />

decrease in prepaid PSTN lines in the<br />

2008 financial year was primarily due to<br />

continued migration to mobile services and<br />

our residential post-paid PSTN services to<br />

enable access to subscription based<br />

calling plans. In addition, we relaxed our<br />

credit policies which led to fewer<br />

migrations of our postpaid customers to<br />

prepaid service in the 2008 financial year.<br />

Traffic. Traffic revenue consists of revenue<br />

from local, long distance, fixed-to-mobile<br />

and international outgoing calls,<br />

international voice over internet protocol<br />

services and subscription based calling<br />

plans. Traffic revenue is principally a<br />

function of tariffs and the volume, duration<br />

and mix between relatively more expensive<br />

domestic long distance, international and<br />

fixed-to-mobile calls and relatively less<br />

expensive local calls.<br />

<strong>Telkom</strong> has in recent years introduced<br />

calling plans as a customer retention<br />

strategy in order to defend revenues. These<br />

calling plan arrangements comprise<br />

monthly subscriptions for access line rental,<br />

value-added services and free or<br />

discounted rates on calls. The access line<br />

rentals and value-added services revenue<br />

components of calling plan arrangements<br />

are included in subscriptions and<br />

connections revenue. In response to the<br />

significant growth in calling plan<br />

arrangements, the need arose to separate<br />

traffic revenue resulting from subscription<br />

based calling plans into annuity revenue<br />

and the respective traffic revenue streams.<br />

Subscription based on calling plans<br />

revenue includes traffic annuity revenue<br />

related to calling plans. Discounted and<br />

out of plan traffic relating to these calling<br />

plans is disclosed under the applicable<br />

traffic revenue streams.<br />

Traffic includes dial-up internet traffic.


The following table sets forth information related to our fixed-line traffic revenue for the periods indicated.<br />

Fixed-line traffic revenue<br />

Year ended March 31,<br />

<strong>Telkom</strong> Annual Report 2009 113<br />

2007 2008 2009 2008/2007 2009/2008<br />

% change % change<br />

Local traffic revenue (Z<strong>AR</strong> millions, except percentages) 4,832 4,076 3,634 (15.6) (10.8)<br />

Local traffic (millions of minutes, except percentages) (1) 14,764 11,317 8,822 (23.3) (22.0)<br />

Long distance traffic revenue (Z<strong>AR</strong> millions,<br />

except percentages)<br />

Long distance traffic (millions of minutes, except<br />

2,731 2,252 2,036 (17.5) (9.6)<br />

percentages) (1) Fixed-to-mobile traffic revenue (Z<strong>AR</strong> millions,<br />

4,224 3,870 3,631 (8.4) (6.2)<br />

except percentages)<br />

Fixed-to-mobile traffic (millions of minutes, except<br />

7,646 7,557 7,420 (1.2) (1.8)<br />

percentages) (1) International outgoing traffic revenue<br />

4,103 4,169 4,126 1.6 (1.0)<br />

(Z<strong>AR</strong> millions, except percentages)<br />

International outgoing traffic (millions of minutes,<br />

988 986 933 (0.2) (5.4)<br />

except percentages) (1) International voice over internet protocol (millions<br />

558 635 622 13.8 (2.0)<br />

of minutes, except percentages) (2) Subscription based calling plans revenue<br />

38 43 34 13.2 (20.9)<br />

(Z<strong>AR</strong> millions, except percentages)<br />

Subscription based calling plans (millions of<br />

543 1,079 1,300 98.7 20.5<br />

minutes, except percentages)<br />

Total traffic revenue (Z<strong>AR</strong> millions, except<br />

1,896 2,997 3,546 58.1 18.3<br />

percentages) 16,740 15,950 15,323 (4.7) (3.9)<br />

Total traffic (millions of minutes, except percentages) (1) Average total monthly traffic minutes per average<br />

29,323 26,926 24,869 (8.2) (7.6)<br />

monthly access line (minutes) (3) 456 417 385 (8.6) (7.7)<br />

Notes:<br />

(1) Traffic, other than international voice over internet protocol traffic, is calculated by dividing total traffic revenue by the weighted average tariff during the<br />

relevant period. Traffic includes dial-up internet traffic.<br />

(2) International voice over internet protocol traffic is based on the traffic reflected in invoices.<br />

(3) Average monthly traffic minutes per average monthly access line are calculated by dividing the total traffic by the cumulative number of monthly access<br />

lines in the period.<br />

Group<br />

overview<br />

Management<br />

review<br />

Sustainability<br />

review<br />

Performance<br />

review<br />

Financial<br />

statements<br />

Company<br />

Financial<br />

Information


114<br />

<strong>Telkom</strong> Annual Report 2009<br />

Financial review (continued)<br />

Traffic revenue declined in the 2009<br />

financial year primarily due to lower traffic<br />

volumes partially offset by increased<br />

subscription based calling plans and<br />

revenue and higher average traffic tariffs.<br />

Traffic revenue declined in the 2008<br />

financial year primarily due to lower<br />

average traffic tariffs and lower local traffic<br />

volumes partially offset by increased<br />

subscription based calling plans and<br />

revenue, international outgoing and fixedto-mobile<br />

traffic.<br />

ICASA approved a 2.1% reduction in the<br />

overall tariffs for services in the basket<br />

effective August 1, 2006, 1.2% reduction<br />

in the overall tariffs for services in the<br />

basket effective August 1, 2007 and a<br />

2.4% increase in the overall tariffs for<br />

services in the basket effective August 1,<br />

2008. Traffic was adversely affected in<br />

both the 2009 and 2008 financial years<br />

by the increasing substitution of calls<br />

placed using mobile services rather than<br />

our fixed-line service and dial-up traffic<br />

being substituted by our ADSL service, as<br />

well as the decrease in the number of<br />

prepaid and residential post-paid PSTN<br />

lines and increased competition in our<br />

payphone business.<br />

Local traffic revenue decreased in the<br />

2009 and 2008 financial years primarily<br />

due to significantly lower traffic resulting<br />

primarily from internet call usage being<br />

substituted by our ADSL service, the<br />

substitution of calls placed using mobile<br />

services and discounts to business<br />

customers, partially offset by increased<br />

local off-peak tariffs and traffic volumes<br />

related to <strong>Telkom</strong> Closer packages. We<br />

increased penetration of subscription<br />

based calling plans to stimulate usage in<br />

the 2009 and 2008 financial years and to<br />

counteract mobile substitution, which<br />

effectively lowers the cost to the customer.<br />

On September 1, 2005, we decreased<br />

the price of local peak calls after the first<br />

unit by 5.0% to 38 SA cents per minute<br />

(VAT inclusive). This price was unchanged<br />

on August 1, 2006 and August 1, 2007.<br />

On August 1, 2008, we increased the<br />

price of local peak calls after the first unit<br />

by 3.2% to 39.2 SA cents per minute (VAT<br />

inclusive). On August 1, 2007, the price of<br />

local off-peak calls increased 4.1% on<br />

average. On August 1, 2008, the price of<br />

local off-peak calls increased 9.2% on<br />

average.<br />

Long distance traffic revenue decreased in<br />

the 2009 and 2008 financial years mainly<br />

due to a decrease in average long<br />

distance tariffs and, to a lesser extent,<br />

decreased long distance traffic, partially<br />

offset by increased traffic related to <strong>Telkom</strong><br />

Closer packages and Worldcall. We<br />

decreased our fixed-line long distance<br />

traffic tariffs by 10% on September 1,<br />

2005, a further 10% on August 1, 2006<br />

and a further 10% on August 1, 2007. The<br />

tariff remained unchanged on August 1,<br />

2008.<br />

Revenue from fixed-to-mobile traffic consists<br />

of revenue from calls made by our fixed-line<br />

customers to the three mobile networks in<br />

South Africa and is primarily a function of<br />

fixed-to-mobile tariffs and the number, the<br />

duration and the time of calls. Fixed-tomobile<br />

traffic revenue decreased in the<br />

2009 and 2008 financial years due to<br />

higher discount offered to customers in<br />

order to retain traffic, partially offset by<br />

higher traffic related to the <strong>Telkom</strong> Closer<br />

packages. The decrease in fixed-to-mobile<br />

traffic in the 2009 financial year was<br />

primarily due to an increase in the number<br />

of <strong>Telkom</strong> Closer customers, thereby<br />

decreasing the out of bundle volumes. The<br />

increase in fixed-to-mobile traffic in the<br />

2008 financial year was primarily due to<br />

discounts offered to larger customers on<br />

fixed-to-mobile calls.<br />

Revenue from international outgoing traffic<br />

consists of revenue from calls made by our<br />

fixed-line customers to international<br />

destinations and from international voice<br />

over internet protocol services and is a<br />

function of tariffs and the number, duration<br />

and mix of calls to destinations outside<br />

South Africa. In the 2009 financial year,<br />

international outgoing traffic revenue<br />

declined primarily as a result of a decrease<br />

in volumes mainly as a result of the<br />

increase in the number of <strong>Telkom</strong> Closer<br />

subscribers, thereby decreasing the out of<br />

bundle volumes. In the 2008 financial<br />

year, international outgoing traffic revenue<br />

declined primarily as a result of a decrease<br />

in the average international outgoing<br />

tariffs, partially offset by an increase in<br />

international outgoing traffic primarily as a<br />

result of the reduced tariffs. The average<br />

tariffs to all international destinations<br />

decreased by 11.1% on August 1, 2006<br />

and by 9.0% on August 1, 2007. On<br />

August 1, 2008 the overall international<br />

tariffs remained unchanged, but tariffs to<br />

certain destinations were increased whilst<br />

others were decreased.<br />

Revenue from subscription based calling<br />

plans includes revenue from <strong>Telkom</strong>’s<br />

subscription based plans, <strong>Telkom</strong> Closer<br />

and Supreme Call, which are bundled<br />

products on post-paid PSTN lines that<br />

include discounted rates and free minutes<br />

for a fixed monthly subscription fee. In the<br />

2009 financial year, revenue from<br />

subscription based calling plans increased<br />

by 20.5% primarily due to a 27.6%<br />

increase in customers subscribing to these<br />

packages. In the 2008 financial year,<br />

revenue from subscription based calling<br />

plans increased by 98.7% primarily due to<br />

a 69.4% increase in customers subscribing<br />

to these packages.<br />

Interconnection. We generate revenue from<br />

interconnection services for traffic from calls<br />

made by other operators’ customers that<br />

terminate on or transit through our network.<br />

Revenue from interconnection services<br />

includes payments from domestic mobile,<br />

domestic fixed and international operators<br />

regardless of where the traffic originates or<br />

terminates. The following table sets forth<br />

information related to interconnection<br />

revenue for the years indicated.


Interconnection revenue<br />

Year ended March 31,<br />

<strong>Telkom</strong> Annual Report 2009 115<br />

2007 2008 2009 2008/2007 2009/2008<br />

% change % change<br />

Interconnection revenue (Z<strong>AR</strong> millions, except<br />

percentages)<br />

Interconnection revenue from domestic mobile<br />

1,639 1,757 2,084 7.2 18.6<br />

operators (Z<strong>AR</strong> millions, except percentages)<br />

Domestic mobile interconnection traffic<br />

816 838 916 2.7 9.3<br />

(millions of minutes, except percentages) (1) Interconnection revenue from domestic fixed-line<br />

2,419 2,502 2,484 3.4 (0.7)<br />

operators (Z<strong>AR</strong> millions, except percentages)<br />

Domestic fixed-line interconnection traffic<br />

– 28 111 – 296.4<br />

(millions of minutes, except percentages) (2) Interconnection revenue from international<br />

– 113 415 – 267.3<br />

operators (Z<strong>AR</strong> millions, except percentages)<br />

International interconnection traffic<br />

823 891 1,057 8.3 18.6<br />

(millions of minutes, except percentages) (2) 1,321 1,280 1,189 (3.1) (7.1)<br />

Notes:<br />

(1) Domestic mobile interconnection traffic, other than international outgoing mobile traffic, is calculated by dividing total domestic mobile and domestic fixedline<br />

interconnection traffic revenue, respectively, by the weighted average domestic mobile and domestic fixed-line interconnection traffic tariffs during the<br />

relevant period. International outgoing mobile traffic is based on the traffic registered through the respective exchanges and reflected in interconnection<br />

invoices.<br />

(2) International interconnection and domestic fixed-line interconnection traffic is based on the traffic registered through the respective exchanges and reflected<br />

on interconnection invoices.<br />

Interconnection revenue from domestic<br />

mobile operators includes revenue for call<br />

termination and international outgoing calls<br />

from domestic mobile networks, as well as<br />

access to other services, such as<br />

emergency services and directory enquiry<br />

services. Interconnection revenue from<br />

domestic mobile operators increased in the<br />

2009 and financial year mainly due to<br />

higher average tariffs, partially offset by<br />

lower volumes. Interconnection revenue<br />

from domestic mobile operators increased<br />

in the 2008 financial year mainly due to<br />

increased traffic from domestic mobile<br />

operators, partially offset by lower average<br />

tariffs on mobile international outgoing<br />

calls. Domestic mobile interconnection<br />

traffic decreased in the year ended March<br />

31, 2009 primarily due to increased<br />

mobile-to-mobile calls bypassing our<br />

network and volumes lost to other<br />

international carriers. Domestic mobile<br />

interconnection traffic increased in the year<br />

ended March 31, 2008 primarily due to<br />

an overall increase in mobile calls as a<br />

result of a growing mobile market, partially<br />

offset by increased mobile-to-mobile calls<br />

bypassing our network. Interconnection<br />

revenue from domestic mobile operators<br />

includes fees paid to our fixed-line business<br />

by Vodacom of R462 million in the year<br />

ended March 31, 2009, R468 million in<br />

the year ended March 31, 2008 and<br />

R468 million in the year ended March 31,<br />

2007. Fifty percent of these amounts were<br />

attributable to our interest in Vodacom and<br />

were eliminated from the <strong>Telkom</strong> Group’s<br />

revenue on consolidation.<br />

Interconnection revenue from domestic<br />

fixed-line operators includes fees paid by<br />

Neotel, underserviced area licence holders<br />

and value-added network service providers<br />

for call termination and international<br />

outgoing calls, as well as access to other<br />

services, such as emergency services and<br />

directory inquiry services. With effect from<br />

May 23, 2007, ICASA approved<br />

interconnection rates with Neotel,<br />

underserviced area licence holders and<br />

value-added network service providers for<br />

interconnection on our fixed-line network. In<br />

October 2007, Neotel commenced<br />

interconnection with <strong>Telkom</strong>. In July 2007,<br />

<strong>Telkom</strong> began interconnection with the<br />

underserviced area licence holders and in<br />

November 2007, value added network<br />

service providers. We expect interconnection<br />

revenue to increase as a result<br />

of the entrance of Neotel and the further<br />

liberalisation of the South African<br />

telecommunications industry, which may<br />

partially mitigate declines in revenue in<br />

other areas.<br />

Interconnection revenue from international<br />

operators includes amounts paid by foreign<br />

operators for the use of our network to<br />

terminate calls made by customers of such<br />

Group<br />

overview<br />

Management<br />

review<br />

Sustainability<br />

review<br />

Performance<br />

review<br />

Financial<br />

statements<br />

Company<br />

Financial<br />

Information


116<br />

<strong>Telkom</strong> Annual Report 2009<br />

Financial review (continued)<br />

operators and payments from foreign<br />

operators for interconnection hubbing<br />

traffic through our network to other foreign<br />

networks. Interconnection revenue from<br />

international operators increased in the<br />

year ended March 31, 2009 primarily<br />

due to the weakening of the Rand against<br />

the SDR, the notional currency in which<br />

international rates are determined, and<br />

increased switched hubbing traffic volumes<br />

due to a reduction in tariffs to stimulate<br />

competitiveness. Interconnection revenue<br />

from international operators increased in<br />

the year ended March 31, 2008 primarily<br />

due to the weakening of the rand against<br />

the SDR, the notional currency in which<br />

international rates are determined, and<br />

increased switched hubbing traffic volumes<br />

due to a reduction in tariffs to stimulate<br />

competitiveness, partially offset by lower<br />

volumes and settlement rates.<br />

Data. Data services comprise data<br />

transmission services, including leased<br />

lines and packet based services, managed<br />

data networking services and internet<br />

access and related information technology<br />

services. In addition, data services include<br />

revenue from ADSL. Revenue from data<br />

services is mainly a function of the number<br />

of subscriptions, tariffs, bandwidth and<br />

2007<br />

Data services revenue<br />

Year ended March 31,<br />

2008 2009 2008/2007 2009/2008<br />

% change % change<br />

Data services revenue (Z<strong>AR</strong> millions, except<br />

percentages) 7,489 8,308 9,310 10.9 12.1<br />

Leased lines and other data revenue (1) Leased line facilities revenues from mobile<br />

5,828 6,460 7,452 10.8 15.4<br />

operators 1,661 1,848 1,858 11.3 0.5<br />

Number of managed network sites (at period end) 21,879 25,112 29,979 14.8 19.4<br />

Internet all access subscribers (at period end) 302,593 358,066 423,196 18.3 18.2<br />

Total ADSL subscribers (at period end) (2) 255,633 412,190 548,015 61.2 33.0<br />

Notes:<br />

(1) Leased lines and other data revenue includes all data services revenue other than leased line facilities revenue from mobile operators.<br />

(2) Excludes <strong>Telkom</strong> internal ADSL services of 1,029, 751 and 523 as of March 31, 2009, 2008 and 2007, respectively.<br />

distance. The table above sets forth<br />

information related to revenue from data<br />

services for the periods indicated.<br />

Our data services revenue increased in<br />

both the 2009 and 2008 financial years<br />

primarily due to increased revenue from<br />

data connectivity service, including ADSL<br />

connectivity and SAIX, internet access, and<br />

managed data networks, including VPN<br />

Supreme and increased revenue from<br />

leased line facilities from mobile operators.<br />

These increases were partially offset by<br />

decreased tariffs for leased line facilities to<br />

mobile operators and data connectivity<br />

services. Revenue from leased line facilities<br />

from mobile operators was relatively flat in<br />

the year ended March 31, 2009. Revenue<br />

from leased line facilities from mobile<br />

operators increased in the year ended<br />

March 31, 2008 primarily due to the rollout<br />

of third generation and universal mobile<br />

telecommunications system products by the<br />

mobile operators.<br />

Operating revenue from our data services<br />

included R1,059 million, R1,028 million<br />

and R907 million in revenue received by<br />

our fixed-line business from Vodacom in the<br />

years ended March 31, 2009, 2008 and<br />

2007, respectively. Fifty percent of these<br />

amounts were attributable to our interest in<br />

Vodacom and were eliminated from the<br />

<strong>Telkom</strong> Group’s revenue on consolidation.<br />

Sundry revenue. Sundry revenue includes<br />

revenue relating to collocation of other<br />

licensed operators on <strong>Telkom</strong> owned<br />

properties, the sale of materials and<br />

revenue related to the recovery of costs for<br />

work performed on behalf of other licensed<br />

operators. Sundry revenue increased by<br />

44.5% to R328 million in the 2009<br />

financial year and 18.8% to R227 million<br />

in the 2008 financial year from<br />

R191 million in the 2007 financial year.<br />

The increase in the 2009 financial year<br />

was primarily due to revenue from the FIFA<br />

World Cup project. The increase in the<br />

2008 financial year was primarily due to<br />

an increase in prices for collocation and<br />

recoveries.<br />

Fixed-line operating expenses<br />

The following table shows the operating<br />

expenses of our fixed-line segment broken<br />

down by expense category as a<br />

percentage of total revenue and the<br />

percentage change by operating expense<br />

category for the years indicated.


<strong>Telkom</strong> Annual Report 2009 117<br />

Fixed-line operating expenses<br />

Year ended March 31,<br />

2007 2008 2009 2008/ 2009/<br />

% of % of % of 2007 2008<br />

(in millions, except percentages) Z<strong>AR</strong> revenue Z<strong>AR</strong> revenue Z<strong>AR</strong> revenue % change % change<br />

Employee expenses (1) 7,096 21.9 7,397 22.7 7,999 23.8 4.2 8.1<br />

Payments to other<br />

network operators<br />

Selling, general and administrative<br />

6,461 20.0 6,902 21.2 7,536 22.3 6.8 9.2<br />

expenses (2)(3) 3,976 12.3 3,899 11.9 6,582 19.5 (1.9) 68.8<br />

Service fees 2,206 6.8 2,413 7.4 2,761 8.2 9.4 14.4<br />

Operating leases<br />

Depreciation, amortisation,<br />

762 2.4 619 1.9 613 1.8 (18.8) (1.0)<br />

impairments and write-offs 3,582 11.1 3,732 11.5 4,358 13.0 4.2 16.8<br />

Fixed-line operating expenses 24,083 74.5 24,962 76.6 29,849 88.7 3.6 19.6<br />

Notes:<br />

(1) Employee expenses include workforce reduction expenses of R8 million, R3 million and R24 million in the years ended March 31, 2009, 2008 and<br />

2007, respectively.<br />

(2) In the year ended March 31, 2007 we recorded a provision of R527 million for probable liabilities related to <strong>Telkom</strong>’s arbitration with Telcordia,<br />

excluding legal fees, of which R510 million is included in selling, general and administrative expenses and R11 million for interest and R6 million for<br />

foreign exchange rate effect is included in finance charges. In the year ended March 31, 2008 we recorded a provision of R569 million for probable<br />

liabilities related to <strong>Telkom</strong>’s arbitration with Telcordia, including legal fees. The movement in the provision is due to increased interest of R53 million and<br />

foreign exchange rate effect of R52 million, which are included in finance charges, partially offset by a provisional payment made in respect of specific<br />

sub-claims within the Telcordia claim. In the year ended March 31, 2009 we recorded a provision of R664 million for probable liabilities related to<br />

<strong>Telkom</strong>’s arbitration with Telcordia, including legal fees. The movement in the provision is due to increased interest of R11 million and foreign exchange<br />

rate effect of R94 million, which are included in finance charges, partially offset by a R10 million reversal of the provision which is included in selling,<br />

general and administrative expenses.<br />

(3) Includes a R254 million and R217 million impairment relating to <strong>Telkom</strong> Media in the 2009 and 2008 financial years, respectively and R1,843 million<br />

relating to the impairment of Multi-Links, R85 million impairment relating to Africa Online in the 2009 financial year.<br />

Fixed-line operating expenses increased in<br />

the 2009 financial year primarily due to<br />

increased selling, general and administrative<br />

expenses, payments to other network<br />

operators, depreciation, amortisation,<br />

impairment and write-offs, employee<br />

expenses and service fees. Fixed-line<br />

operating expenses increased in the 2008<br />

financial year primarily due to increased<br />

payments to other network operators,<br />

employee expenses, service fees and<br />

depreciation, amortisation, impairment and<br />

write-offs, partially offset by lower leases and<br />

selling, general and administrative expenses.<br />

Employee expenses. Employee expenses<br />

consist mainly of salaries and wages for<br />

employees, including bonuses and other<br />

incentives, benefits and workforce<br />

reduction expenses.<br />

The following table sets forth information<br />

related to our employee expenses for the<br />

years indicated.<br />

Group<br />

overview<br />

Management<br />

review<br />

Sustainability<br />

review<br />

Performance<br />

review<br />

Financial<br />

statements<br />

Company<br />

Financial<br />

Information


118<br />

<strong>Telkom</strong> Annual Report 2009<br />

Financial review (continued)<br />

Fixed-line employee expenses<br />

Year ended March 31,<br />

(in millions, except percentages and 2007 2008 2009 2008/2007 2009/2008<br />

number of employees) Z<strong>AR</strong> Z<strong>AR</strong> Z<strong>AR</strong> % change % change<br />

Salaries and wages 5,095 5,509 5,746 8.1 4.3<br />

Benefits 2,673 2,671 2,981 (0.1) 11.6<br />

Workforce reduction expenses 24 3 8 (87.5) 166.7<br />

Employee related expenses capitalised (696) (786) (736) 12.9 (6.4)<br />

Employee expenses 7,096 7,397 7,999 4.2 8.1<br />

Number of full-time, fixed-line employees<br />

(at period end) 25,864 24,879 23,520 (3.8) (5.5)<br />

Employee expenses increased in the year<br />

ended March 31, 2009 primarily due to a<br />

higher provision for medical aid for<br />

pensioners as a result of increased interest<br />

costs, higher salaries and wages as a result<br />

of average annual salary increases of<br />

10.85% as well as a higher leave<br />

provision, partially offset by a lower<br />

number of employees. Employee expenses<br />

increased in the year ended March 31,<br />

2008 primarily due to higher salaries and<br />

wages as a result of average annual salary<br />

increases of 7.0%, and increased share<br />

option grant expenses as a result of the<br />

higher number of shares granted in the<br />

year, partially offset by lower team<br />

awards.<br />

Salaries and wages increased in the year<br />

ended March 31, 2009 primarily due to<br />

average annual salary increases of<br />

10.85%, partially offset by lower<br />

headcount. Salaries and wages increased<br />

in the year ended March 31, 2008<br />

primarily due to average annual salary<br />

increases of 7.0% and were further<br />

impacted by increased payments to<br />

contractors from original equipment<br />

manufacturers.<br />

Benefits include allowances, such as<br />

bonuses, company contributions to medical<br />

aid, pension and retirement funds, leave<br />

provisions, workmen’s compensation and<br />

levies payable for skills development.<br />

Benefits increased in the 2009 financial<br />

year primarily due to a higher provision for<br />

medical aid for pensioners as a result of<br />

increased interest costs and a higher<br />

provision for leave as a result of annual<br />

salary increases and a decrease in leave<br />

days taken. Benefits decreased in the<br />

2008 financial year primarily due to lower<br />

team awards, a lower provision for<br />

medical aid for pensioners as a result of the<br />

annuity policy qualifying as a plan asset in<br />

June 2006, a lower provision for leave as<br />

a result of the decrease in the number of<br />

employees and lower training expenses,<br />

partially offset by increased share option<br />

grant expenses as a result of the higher<br />

number of shares allocated during the year.<br />

Workforce reduction expenses include the<br />

cost of voluntary early retirement,<br />

termination severance packages offered to<br />

employees and the cost of social plan<br />

expense to prepare affected employees for<br />

new careers outside <strong>Telkom</strong>. Workforce<br />

reduction expenses decreased substantially<br />

in the years ended March 31, 2009 and<br />

2008 due to the moratorium on voluntary<br />

severance packages taken in the 2007<br />

financial year. An additional seven<br />

employees in the 2009 financial year, four<br />

employees in the 2008 financial year and<br />

13 employees in the 2007 financial year<br />

left <strong>Telkom</strong> as part of the conclusion of<br />

<strong>Telkom</strong>’s workforce reduction initiatives for<br />

the 2005 financial year.<br />

Employee related expenses capitalised<br />

include employee related expenses<br />

associated with construction and<br />

infrastructure development projects.<br />

Employee related expenses capitalised<br />

decreased in the year ended March 31,<br />

2009 primarily due to an increase in the<br />

use of subcontractors. Employee related<br />

expenses capitalised increased in the year<br />

ended March 31, 2008 primarily due to<br />

annual salary increases and increased<br />

capital expenditures on projects during the<br />

year.<br />

Payments to other network operators.<br />

Payments to other network operators<br />

include settlement payments paid to the<br />

three South African mobile communications<br />

network operators and commencing in the<br />

2008 financial year, Neotel, for<br />

terminating calls on their networks and to<br />

international network operators for<br />

terminating outgoing international calls and<br />

traffic transiting through their networks.<br />

The following table sets forth information<br />

related to our payments to other network<br />

operators for the periods indicated.


Fixed-line payments to other network operators<br />

Year ended March 31,<br />

<strong>Telkom</strong> Annual Report 2009 119<br />

2007 2008 2009 2008/2007 2009/2008<br />

(in millions, except percentages) Z<strong>AR</strong> Z<strong>AR</strong> Z<strong>AR</strong> % change % change<br />

Payments to mobile communications network operators 5,425 5,460 5,432 0.6 (0.5)<br />

Payments to international and other network operators 1,036 1,208 1,853 16.6 53.4<br />

Payments to fixed-line operators – 234 251 n/a 7.3<br />

Payments to other network operators 6,461 6,902 7,536 6.8 9.2<br />

Payments to fixed-line operators increased in the 2009 financial year due to higher call volumes from interconnection with Neotel and<br />

VANS. Payments to fixed-line operators in the 2008 financial year were derived from interconnection commencing with Neotel, USALS<br />

and VANS during the 2008 financial year. Payments to mobile network operators decreased in the 2009 financial year primarily due to<br />

lower call volumes from our fixed-line network to the mobile networks due to an increase in mobile-to-mobile calls. Payments to international<br />

operators increased during the 2009 financial year due to increased switch hubbing volumes and higher exchange rates. Payments to<br />

mobile and international network operators increased in the 2008 financial year primarily due to higher call volumes from our fixed-line<br />

network to the mobile networks, resulting from discounts offered on our CellSaver and <strong>Telkom</strong> Closer products, increased fixed-to-mobile<br />

calls by business customers due to growth in the mobile market, increased international outgoing traffic arising from our reduced average<br />

international tariffs, a weaker exchange rate in the 2008 financial year and payments to fixed-line operators commencing in the 2008<br />

financial year. Payments to other network operators include payments made by our fixed-line business to Vodacom, which were<br />

R3,020 million, R3,017 million and R2,954 million in the years ended March 31, 2009, 2008 and 2007, respectively. Fifty percent<br />

of these amounts were attributable to our interest in Vodacom and were eliminated from the <strong>Telkom</strong> Group’s expenses on consolidation.<br />

Selling, general and administrative expenses. Selling, general and administrative expenses include materials and maintenance costs,<br />

marketing expenditures, bad debts, theft, losses and other expenses, including obsolete stock and cost of sales.<br />

The following table sets forth information related to our fixed-line selling, general and administrative expenses for the periods indicated.<br />

Fixed-line selling, general and administrative expenses<br />

Year ended March 31,<br />

2007 2008 2009 2008/2007 2009/2008<br />

(in millions, except percentages) Z<strong>AR</strong> Z<strong>AR</strong> Z<strong>AR</strong> % change % change<br />

Materials and maintenance 1,900 1,996 2,295 5.1 15.0<br />

Marketing 604 583 574 (3.5) (1.5)<br />

Bad debts 137 217 285 58.4 31.3<br />

Other (1)(2) 1,335 1,103 3,428 (17.4) 210.8<br />

Selling, general and administrative expenses (1)(2) 3,976 3,899 6,582 (1.9) 68.8<br />

Notes:<br />

(1) In the year ended March 31, 2007 we recorded a provision of R527 million for probable liabilities related to <strong>Telkom</strong>’s arbitration with Telcordia,<br />

excluding legal fees, of which R510 million is included in selling, general and administrative expenses and R11 million for interest and R6 million for<br />

foreign exchange rate effect is included in finance charges. In the year ended March 31, 2008 we increased the provision to R569 million for probable<br />

liabilities related to <strong>Telkom</strong>’s arbitration with Telcordia, including legal fees. The movement in the provision is due to increased interest of R53 million and<br />

foreign exchange rate effect of R52 million, which are included in finance charges, partially offset by a provisional payment made in respect of specific<br />

sub-claims within the Telcordia claim. In the year ended March 31, 2009 we increased the provision to R664 million for probable liabilities related to<br />

<strong>Telkom</strong>’s arbitration with Telcordia, including legal fees. The movement in the provision is due to increased interest of R11 million and foreign exchange<br />

rate effect of R94 million, which are included in finance charges, partially offset by a R10 million reversal of the provision which is included in selling,<br />

general and administrative expenses.<br />

(2) Includes a R254 million and R217 million impairment relating to <strong>Telkom</strong> Media in the 2009 and 2008 financial years, respectively and a R1,843 million<br />

impairment of the Multi-Links investment and an R85 million impairment of the Africa Online investment in the 2009 financial year.<br />

Group<br />

overview<br />

Management<br />

review<br />

Sustainability<br />

review<br />

Performance<br />

review<br />

Financial<br />

statements<br />

Company<br />

Financial<br />

Information


120<br />

<strong>Telkom</strong> Annual Report 2009<br />

Financial review (continued)<br />

Selling, general and administrative<br />

expenses increased primarily due to the<br />

impairment of the Multi-Links investment in<br />

the 2009 financial year, increased<br />

materials and maintenance expenses and<br />

higher bad debts. Selling, general and<br />

administrative expenses decreased<br />

primarily due to the provision for probable<br />

liabilities in the Telcordia dispute in the<br />

2007 financial year, which were not<br />

increased significantly in the 2008<br />

financial year, and lower marketing<br />

expense, partially offset by the R217 million<br />

impairment of the <strong>Telkom</strong> Media loan in the<br />

2008 financial year – increased materials<br />

and maintenance expenses and higher<br />

bad debts.<br />

Materials and maintenance expenses<br />

include stock write-offs, subcontractor<br />

payments and consumables required to<br />

maintain our network. Materials and<br />

maintenance expenses increased in the<br />

years ended March 31, 2009 and 2008<br />

primarily due to increased operating<br />

maintenance projects as result of an<br />

increase in the number of technologies<br />

employed in the network and higher fuel<br />

costs as a result of the increased price of<br />

fuel. In the 2009 financial year increased<br />

maintenance on the submarine cables as a<br />

result of higher exchange rates also<br />

contributed.<br />

Marketing expenses were relatively flat in<br />

the 2009 financial year. Marketing<br />

expenses decreased in the year ended<br />

March 31, 2008 primarily due to lower<br />

sponsorships and decreased calling plan<br />

advertising during the year.<br />

Bad debt increased in the year ended<br />

March 31, 2009 as more debtors<br />

defaulted on payments as a result of poor<br />

economic conditions in South Africa driven<br />

by higher inflation. Bad debt increased in<br />

the year ended March 31, 2008 due to<br />

provisions for higher international bad<br />

debts in certain countries, including<br />

Nigeria, Gabon and the United Kingdom.<br />

Bad debt as a percentage of revenue was<br />

1.0%, 0.7% and 0.4% in the 2009, 2008<br />

and 2007 financial years, respectively.<br />

Other expenses include obsolete stock,<br />

cost of sales, subsistence and travel and an<br />

offset for bad debts recovered. Other<br />

expenses increased in the year ended<br />

March 31, 2009 primarily due to the<br />

R1,843 million impairment of the Multi-<br />

Links investment, R254 million impairment<br />

of the <strong>Telkom</strong> Media loan and R85 million<br />

impairment of the Africa Online investment<br />

in the 2009 financial year. Other expenses<br />

decreased in the year ended March 31,<br />

2008 primarily due to the provision for<br />

probable liabilities in the Telcordia dispute<br />

in the 2007 financial year, which were not<br />

increased significantly in the 2008 financial<br />

year, partially offset by the R217 million<br />

impairment of the <strong>Telkom</strong> Media loan in the<br />

2008 financial year.<br />

Service fees. Service fees include payments<br />

in respect of the management of our<br />

properties, to TFMC, a facilities and<br />

property management company, consultants<br />

and security. Consultants comprise fees<br />

paid to collection agents and to providers<br />

of other professional services and external<br />

auditors. Security refers to services to<br />

safeguard the network and contracts to<br />

ensure a safe work environment, such as<br />

guard services.<br />

The following table sets forth information<br />

relating to service fee expenses for the<br />

periods indicated.<br />

2007<br />

Fixed-line service fees<br />

Year ended March 31,<br />

2008 2009 2008/2007 2009/2008<br />

(in millions, except percentages) Z<strong>AR</strong> Z<strong>AR</strong> Z<strong>AR</strong> % change % change<br />

Property management 1,141 1,222 1,262 7.1 3.2<br />

Consultants, security and other 1,065 1,191 1,499 11.8 25.9<br />

Service fees 2,206 2,413 2,761 9.4 14.4


Service fees increased in the year ended<br />

March 31, 2009 primarily due to<br />

consultancy fees relating to the Vodacom<br />

sale and unbundling transaction and higher<br />

security costs to secure the copper network.<br />

Service fees increased in the year ended<br />

March 31, 2008 primarily as a result of<br />

increased property payment costs, mainly<br />

related to increased electricity usage,<br />

electricity rates and taxes, payments to<br />

consultants to explore local and<br />

international investment opportunities,<br />

higher security costs due to increases in<br />

contract prices and maintenance and<br />

monitoring of the cable alarm system and<br />

legal fees related to Telcordia.<br />

Operating leases. Operating leases<br />

include payments in respect of equipment,<br />

buildings and vehicles. Operating leases<br />

decreased by 1.0% primarily due to a<br />

6.0% reduction in the vehicle fleet from<br />

8,792 vehicles at March 31, 2008 to<br />

8,266 vehicles at March 31, 2009.<br />

Operating leases decreased in the year<br />

ended March 31, 2008 primarily due to a<br />

discount received on the extension of our<br />

vehicle lease and a reduction in the number<br />

of vehicles from 9,694 at March 31, 2007<br />

to 8,792 at March 31, 2008.<br />

Depreciation, amortisation, impairments<br />

and write-offs. Depreciation, amortisation,<br />

impairments and write-offs increased in the<br />

year ended March 31, 2009 primarily as<br />

a result of higher amortisation of intangible<br />

assets and increased depreciation due to<br />

the ongoing investment in<br />

telecommunications network equipment<br />

and data processing equipment.<br />

Depreciation, amortisation, impairments<br />

and write-offs increased in the year ended<br />

March 31, 2008 primarily as a result of<br />

higher amortisation of intangible assets<br />

and increased depreciation due to the<br />

ongoing investment in telecommunications<br />

network equipment and data processing<br />

equipment, partially offset by lower asset<br />

write-offs.<br />

Mobile segment<br />

Mobile encompasses all the operating<br />

activities of our 50% joint venture<br />

investment in Vodacom, the largest mobile<br />

operator in South Africa with an<br />

approximate 53% market share as of<br />

March 31, 2009 based on total estimated<br />

<strong>Telkom</strong> Annual Report 2009 121<br />

The following table sets forth information relating to depreciation, amortisation, impairments and write-offs for the periods indicate.<br />

Fixed-line depreciation, amortisation, impairments and write-offs<br />

Year ended March 31,<br />

2007 2008 2009 2008/2007 2009/2008<br />

(in millions, except percentages) Z<strong>AR</strong> Z<strong>AR</strong> Z<strong>AR</strong> % change % change<br />

Depreciation of property, plant and equipment 2,993 3,061 3,399 2.3 11.0<br />

Amortisation of intangibles<br />

Write-offs of property, plant and equipment and<br />

305 409 638 34.1 56.0<br />

intangible assets 284 262 321 (7.7) 22.5<br />

Depreciation, amortisation, impairments and<br />

write-offs 3,582 3,732 4,358 4.2 16.8<br />

customers in South Africa. In addition to its<br />

South African operations, Vodacom has<br />

investments in mobile communications<br />

network operators in Lesotho, Tanzania, the<br />

Democratic Republic of the Congo and<br />

Mozambique. On December 30, 2008<br />

Vodacom acquired 100% shareholding in<br />

Gateway Telecommunications Plc,<br />

Gateway Communications (Proprietary)<br />

Limited, Gateway Communications<br />

Mozambique LDA, Gateway<br />

Communications (Tanzania) Limited, GS<br />

Telecom (Proprietary) Limited and their<br />

respective subsidiaries, or Gateway which<br />

has customers in 40 countries in Africa.<br />

The following table shows information<br />

related to our 50% share of Vodacom’s<br />

operating revenue and operating profit<br />

broken down by Vodacom’s South African<br />

operations and operations in other African<br />

countries and Gateway for the periods<br />

indicated. All amounts in this table and the<br />

discussion of our mobile segment that<br />

follows represent 50% of Vodacom’s results<br />

of operations unless otherwise stated and<br />

are before the elimination of intercompany<br />

transactions with us.<br />

Group<br />

overview<br />

Management<br />

review<br />

Sustainability<br />

review<br />

Performance<br />

review<br />

Financial<br />

statements<br />

Company<br />

Financial<br />

Information


122<br />

<strong>Telkom</strong> Annual Report 2009<br />

Financial review (continued)<br />

Mobile operating revenue and profits<br />

Year ended March 31,<br />

2008/ 2009/<br />

2007 2008 2009 2007 2008<br />

(in millions, except percentages) Z<strong>AR</strong> % Z<strong>AR</strong> % Z<strong>AR</strong> % % change % change<br />

Operating revenue 20,573 100.0 24,089 100.0 27,594 100.0 17.1 14.6<br />

South Africa 18,504 89.9 21,392 88.8 23,688 85.8 15.6 10.7<br />

Other African countries 2,069 10.1 2,697 11.2 3,502 12.7 30.4 29.8<br />

Gateway – – – – 404 1.5 – n/a<br />

Operating profit (1) 5,430 100.0 6,247 100.0 6,009 100.0 15.0 (3.8)<br />

South Africa 5,170 95.2 5,852 93.7 5,690 94.7 13.2 (2.8)<br />

Other African countries 260 4.8 395 6.3 303 5.0 51.9 (23.3)<br />

Gateway – – – – 16 0.3 n/a<br />

EBITDA (1)(2) 7,123 100.0 8,217 100.0 8,407 100.0 15.4 2.3<br />

Notes:<br />

(1) Mobile operating profit and mobile EBITDA include our 50% share of an impairment loss of R23 million, R30 million and R112 million, in the 2007,<br />

2008 and 2009 financial years, respectively, in respect of the assets in Mozambique due to a decrease in the fair value of the assets. R5.8 million of<br />

the impairment loss related to available-for-sale investments.<br />

(2) Mobile EBITDA comprises our 50% share of Vodacom’s EBITDA, which represents mobile net profit, before taxation, finance charges, investment income<br />

and depreciation, amortisation and impairments, but includes the profit on sale of investments and broad-based black economic empowerment expenses.<br />

We believe that EBITDA provides meaningful additional information to investors since it is widely accepted by analysts and investors as a basis for<br />

comparing a company’s underlying operating profitability with that of other companies as it is not influenced by past capital expenditures or business<br />

acquisitions, a company’s capital structure or the relevant taxation regime. This is particularly the case in a capital intensive industry such as<br />

communications. It is also a widely accepted indicator of a company’s ability to service its long-term debt and other fixed obligations and to fund its<br />

continued growth. EBITDA is not an IFRS measure. You should not construe EBITDA as an alternative to operating profit or cash flows from operating<br />

activities determined in accordance with IFRS or as a measure of liquidity. EBITDA is not defined in the same manner by all companies and may not be<br />

comparable to other similarly titled measures of other companies unless the definition is the same.<br />

Mobile operating revenue<br />

Vodacom derives revenue from mobile<br />

services as well as other related or valueadded<br />

goods and services. Vodacom’s<br />

revenue is mainly in the form of airtime<br />

charges, primarily airtime payments from<br />

customers registered on Vodacom’s<br />

network; data products and services;<br />

interconnection revenue from other<br />

operators for the termination of calls on<br />

Vodacom’s network and national roaming<br />

revenue, revenue from equipment sales,<br />

including sales of handsets and accessories;<br />

and revenue from international services,<br />

including airtime charges for the use of<br />

Vodacom’s network through roaming of<br />

customers from other international networks<br />

and Vodacom customers who roam abroad.<br />

The following table shows our 50% share<br />

of Vodacom’s revenue broken down by<br />

major revenue type and as a percentage of<br />

total operating revenue for our mobile<br />

segment and the percentage change by<br />

revenue type for the periods indicated.<br />

Mobile operating revenue<br />

Year ended March 31,<br />

2008/ 2009/<br />

2007 2008 2009 2007 2008<br />

(in millions, except percentages) Z<strong>AR</strong> % Z<strong>AR</strong> % Z<strong>AR</strong> % % change % change<br />

Airtime and access 11,854 57.6 13,548 56.3 15,166 55.0 14.3 11.9<br />

Data 1,671 8.1 2,501 10.4 3,221 11.7 49.7 28.8<br />

Interconnection 3,918 19.0 4,443 18.4 4,899 17.7 13.4 10.3<br />

Equipment sales 2,350 11.4 2,526 10.5 2,650 9.6 7.5 4.9<br />

International airtime 653 3.2 918 3.8 1,043 3.8 40.6 13.6<br />

Other sales and services 127 0.7 153 0.6 615 2.2 20.5 302.0<br />

Mobile operating revenue 20,573 100.0 24,089 100.0 27,594 100.0 17.1 14.6


Vodacom’s operating revenue from South<br />

African operations increased in the 2009<br />

financial year mainly due to an increase in<br />

customers driven by retention campaigns<br />

and loyalty programmes, the introduction<br />

of more affordable products and lower<br />

denomination vouchers. Revenue growth in<br />

the other African operations was mainly<br />

due to strong customer growth driven by<br />

the launch of new products and services,<br />

aggressive sales and marketing campaigns<br />

as well as enhanced network coverage.<br />

Vodacom’s operating revenue increased in<br />

the 2008 financial year primarily due to<br />

increased airtime, data, interconnection<br />

and equipment sales revenue as a result of<br />

continued customer growth. Vodacom’s<br />

equipment sales further increased in the<br />

2008 financial year due to the added<br />

functionality of new phones based on new<br />

technologies.<br />

Our 50% share of Vodacom’s revenue from<br />

operations outside of South Africa increased<br />

to R3,502 million for the year ended<br />

March 31, 2009 from R2,697 million<br />

for the year ended March 31, 2008 and<br />

R2,069 million in the year ended<br />

March 31, 2007. The increase in<br />

Vodacom’s operating revenue from other<br />

African countries in the 2009 and 2008<br />

financial years was primarily due to<br />

substantial increases in the number of<br />

customers in Vodacom’s operations,<br />

particularly in Tanzania, the Democratic<br />

Republic of the Congo and Mozambique,<br />

and the weakening of the rand in the 2009<br />

and 2008 financial years, which resulted in<br />

higher rand converted revenue, partially<br />

offset by lower <strong>AR</strong>PU resulting from the<br />

higher volume of lower spending prepaid<br />

customers. Revenue from Vodacom’s other<br />

African countries as a percentage of<br />

Vodacom’s total mobile operating revenue<br />

increased to 12.7% in the year ended<br />

March 31, 2009 from 11.2% in the year<br />

ended March 31, 2008 and 10.1% in the<br />

year ended March 31, 2007.<br />

South African contract <strong>AR</strong>PU decreased to<br />

R474 per month in the 2009 financial year<br />

from R486 per month in the 2008 financial<br />

year and R517 per month in the 2007<br />

financial year. South African prepaid <strong>AR</strong>PU<br />

increased to R68 per month in the 2009<br />

financial year from R62 per month in the<br />

2008 financial year, a decrease from<br />

R63 per month in the 2007 financial year.<br />

In the 2008 and 2007 financial years,<br />

contract and prepaid customer <strong>AR</strong>PU were<br />

also negatively impacted by the high<br />

growth in Vodacom’s hybrid contract<br />

product, Family Top Up, which contributed<br />

to the migration of higher spending<br />

prepaid customers, who tend to spend less<br />

than existing contract customers, to<br />

contracts. In the 2007 financial year,<br />

Vodacom changed its definition of active<br />

customers to exclude calls forwarded to<br />

voicemail from the definition of revenue<br />

generating activity for a six-month period,<br />

resulting in the deletion of approximately<br />

three million customers. Prepaid <strong>AR</strong>PU was<br />

positively impacted by this temporary rule<br />

change in the 2007 financial year.<br />

Vodacom subsequently changed its<br />

definition of revenue generating activity<br />

back to include calls forwarded to<br />

voicemail effective September 1, 2006.<br />

Such SIM cards were disconnected from<br />

the network after being inactive for a<br />

215 consecutive day period. Since<br />

implementing this change, prepaid SIM<br />

cards remaining in an active state on the<br />

network, with only call forwarding to<br />

voicemail and no other revenue generating<br />

activities, increased significantly. Vodacom<br />

therefore implemented a supplementary<br />

disconnection rule in September 2007 to<br />

disconnect inactive prepaid SIM cards<br />

after 13 months of being kept in an active<br />

state, by call forwarding to voicemail only,<br />

and not having had any other revenue<br />

generating activity on Vodacom’s network.<br />

The implementation of the supplementary<br />

disconnection rule led to the disconnection<br />

of an additional 2.9 million prepaid SIM<br />

cards in September 2007, which resulted<br />

in higher prepaid <strong>AR</strong>PU than would have<br />

otherwise occurred. Approximately 85.3%<br />

of Vodacom’s South African mobile<br />

customers were prepaid customers at<br />

March 31, 2009 and approximately<br />

<strong>Telkom</strong> Annual Report 2009 123<br />

94.4% of all gross connections were<br />

prepaid customers in the 2009 financial<br />

year. Vodacom expects the number of<br />

prepaid mobile users to continue to grow<br />

to a greater extent than contract mobile<br />

users. The increasing number of prepaid<br />

users, who tend to have lower average<br />

usage, and the lower overall usage as the<br />

lower end of the market is penetrated have<br />

historically resulted in decreasing overall<br />

average revenue per customer. Total South<br />

African <strong>AR</strong>PU increased to R133 per month<br />

in the 2009 financial year and remained<br />

stable at R128 per month in the 2008 and<br />

2007 financial years. Total South African<br />

<strong>AR</strong>PU remained stable in the 2008<br />

financial year, despite declining South<br />

African contract and prepaid <strong>AR</strong>PU, due to<br />

a shift in the customer mix to higher<br />

spending contract customers, which<br />

represented 14.3% of total South African<br />

customers as of March 31, 2009 and<br />

2008, respectively.<br />

Service providers in South Africa generally<br />

subsidise handsets when a contract<br />

customer enters into a new contract or<br />

renews an existing contract depending on<br />

the airtime and tariff plan and type of<br />

handset purchased. Subsidised handset<br />

sales give customers an incentive to switch<br />

operators to obtain new handsets and<br />

have contributed to churn. Handsets for<br />

prepaid customers are not subsidised by<br />

Vodacom as these users have the freedom<br />

of switching operators and contribute to<br />

churn. Vodacom is more vulnerable to<br />

churn than other mobile communications<br />

providers in South Africa since it has the<br />

largest number of customers in South<br />

Africa. To date, mobile number portability<br />

has had no significant impact on churn.<br />

The cost to acquire contract customers in a<br />

highly developed market is high. Vodacom<br />

has therefore implemented upgrade and<br />

retention policies over the last few years<br />

and has striven to maintain a high level of<br />

incentives to service providers in order to<br />

reduce churn. Vodacom’s churn rate for<br />

contract customers in South Africa<br />

increased to 9.9% in the 2009 financial<br />

Group<br />

overview<br />

Management<br />

review<br />

Sustainability<br />

review<br />

Performance<br />

review<br />

Financial<br />

statements<br />

Company<br />

Financial<br />

Information


124<br />

<strong>Telkom</strong> Annual Report 2009<br />

Financial review (continued)<br />

year from 8.3% in the 2008 financial year<br />

mainly due to an increase in involuntary<br />

churn driven by the economic conditions.<br />

Vodacom’s churn rate for contract<br />

customers decreased in the 2008 financial<br />

year to 8.3% from 9.7% in the 2007<br />

financial year mainly due to an<br />

improvement in service and products to<br />

customers and the continued high level of<br />

handset support to retain customers.<br />

Prepaid churn is adversely impeded by an<br />

increasingly competitive market, lower<br />

barriers to entry for prepaid customers in<br />

South Africa and the volatile nature of the<br />

prepaid customer base. Vodacom’s churn<br />

rate for prepaid customers in South Africa<br />

decreased to 45.4% in the 2009 financial<br />

year from 47.9% in the 2008 financial<br />

year mainly due to focused campaigns to<br />

offer greater value to customers to reduce<br />

churn coupled with the marketing of SIM<br />

swaps and various loyalty programmes.<br />

Vodacom’s churn rate for prepaid<br />

customers in South Africa increased to<br />

47.9% in the 2008 financial year from<br />

37.5% in the 2007 financial year. The<br />

increase in prepaid churn in the 2008<br />

financial year was mainly due to the<br />

supplementary disconnection rule<br />

implemented, which led to the<br />

disconnection of an additional 2.9 million<br />

prepaid SIM cards in September 2007.<br />

Airtime. Vodacom derives airtime revenue<br />

from connection and monthly rental fees<br />

and airtime usage fees paid by Vodacom’s<br />

contract customers for use of its mobile<br />

networks. Airtime revenue also includes<br />

fees paid by Vodacom’s prepaid phone<br />

customers for prepaid starter phone<br />

packages and airtime recharge vouchers<br />

utilised, which entitle customers to receive<br />

unlimited incoming calls up to 365 days.<br />

Airtime revenue depends on the total<br />

number of customers, traffic volume, mix of<br />

prepaid and contract customers and tariffs.<br />

Vodacom’s airtime revenue increased in the<br />

years ended March 31, 2009 and March<br />

31, 2008 primarily due to continued<br />

customer growth and an increase in<br />

outgoing voice traffic minutes. As<br />

Vodacom’s primary market in South Africa<br />

continues to mature and Vodacom<br />

continues to connect more marginal<br />

customers in its South African operations,<br />

Vodacom expects that growth in airtime in<br />

South Africa will continue to slow. Total<br />

customers increased 16.5% and 12.7% in<br />

the years ended March 31, 2009 and<br />

2008, respectively, primarily due to strong<br />

prepaid customer growth in South Africa<br />

and significant customer growth in<br />

Vodacom’s operations outside of South<br />

Africa, particularly in Tanzania, the<br />

Democratic Republic of Congo and<br />

Mozambique in the 2009 and 2008<br />

financial years.<br />

Data revenue. Vodacom derives data<br />

revenue from mobile data, including short<br />

messaging services, or SMSs, and<br />

multimedia messaging services, or MMSs,<br />

general packet radio services, or GPRS,<br />

and third generation services, or 3G. Data<br />

revenue contributed 11.7% of Vodacom’s<br />

total revenue in the year ended March 31,<br />

2009, up from 10.4% in the year ended<br />

March 31, 2008 and 8.1% in the year<br />

ended March 31, 2007. Vodacom’s<br />

mobile data revenue increased in the year<br />

ended March 31, 2009 primarily due to<br />

growth in the number of messages sent as<br />

well as an increase in the number of<br />

broadband customers. Vodacom’s mobile<br />

data revenue increased in the year ended<br />

March 31, 2008 primarily due to higher<br />

penetration levels influenced by more<br />

affordable product offerings.<br />

In South Africa, Vodacom transmitted<br />

5.4 billion SMSs and MMSs over its<br />

network in the 2009 financial year,<br />

compared to 5.0 billion in the 2008<br />

financial year. The number of broadband<br />

connectivity customers increased by 79.8%<br />

to approximately 720,000 customers from<br />

approximately 400,000 customers as of<br />

March 31, 2008. The number of<br />

3G/HSDPA handsets on the network as of<br />

March 31, 2009 was 2.8 million, as<br />

compared to 1.3 million as of March 31,<br />

2008. During the 2009 financial year<br />

there was an increase in the usage of<br />

GPRS, 3G and HSDPA, the volume of data<br />

transferred increased to 3,175 Terabytes,<br />

a 97.8% increase from the 2008 financial<br />

year.<br />

Interconnection. Vodacom generates<br />

interconnection revenue when a call<br />

originating from our fixed-line network and<br />

more recently, Neotel, or one of the other<br />

mobile operators’ networks terminates on<br />

Vodacom’s network. Interconnection<br />

revenue also includes revenue from Cell C<br />

for national roaming services. Vodacom<br />

does not have a roaming agreement with<br />

MTN. Vodacom generates national<br />

roaming revenue when its mobile network<br />

carries a call made from a Cell C customer.<br />

Interconnection revenue depends on the<br />

volume of traffic terminating on Vodacom’s<br />

network, the interconnection termination<br />

rates payable by ourselves and the other<br />

mobile operators to Vodacom and national<br />

roaming rates.<br />

Vodacom’s interconnection revenue<br />

increased in the years ended March 31,<br />

2009 and March 31, 2008 primarily due<br />

to an increase in the number of calls<br />

terminating on Vodacom’s network as a<br />

result of the increased number of<br />

Vodacom’s customers and South African<br />

mobile users generally. The increase in the<br />

2009 financial year was mainly driven by<br />

an increase in incoming traffic as well as<br />

an increase in national roaming revenue<br />

from Cell C as a result of their increased<br />

market share and increased calls<br />

terminating on Vodacom’s network. The<br />

growth in the 2008 financial year was<br />

also attributable to the growth in the<br />

substitution of fixed-line calls by mobile<br />

calls and incoming traffic resulting from an<br />

overall increase in the customer base of<br />

other mobile operators. The increases were<br />

partially offset by a reduced number of<br />

fixed-line calls from <strong>Telkom</strong>’s network<br />

terminating on Vodacom’s network.<br />

Interconnection revenue in our mobile<br />

segment included R1,483 million,<br />

R1,482 million and R1,454 million in the<br />

years ended March 31, 2009, 2008 and<br />

2007, respectively, for calls received from


our fixed-line business, which were<br />

eliminated from the <strong>Telkom</strong> Group’s<br />

revenue on consolidation.<br />

Equipment sales. Vodacom generates<br />

revenue from equipment sales primarily<br />

from the sale of mobile phones and<br />

accessories. Vodacom purchases handsets<br />

for itself and for external service providers<br />

in bulk at purchase discounts in order to<br />

lower the cost of handset subsidisation for<br />

contract customers. Equipment sales<br />

revenue fluctuates based on whether<br />

external providers and Vodacom’s other<br />

African operators source equipment from<br />

Vodacom in South Africa or purchase<br />

equipment from third party suppliers.<br />

Vodacom’s equipment sales increased in<br />

the 2009 and 2008 financial years<br />

primarily due to the growth of Vodacom’s<br />

customer base and the continued uptake of<br />

new handsets in South Africa as a result of<br />

cheaper rand prices of new handsets and<br />

the added functionality of new phones<br />

based on new technologies such as 3G<br />

enabled phones, camera phones and<br />

colour screens.<br />

International airtime. International airtime<br />

revenues are predominantly from<br />

international calls by Vodacom customers,<br />

roaming revenue from Vodacom’s<br />

customers making and receiving calls while<br />

abroad and revenue from international<br />

customers roaming on Vodacom’s<br />

networks. International airtime increased<br />

13.6% to R1,043 million in the year ended<br />

March 31, 2009 and 40.6% to<br />

R918 million in the year ended March 31,<br />

2008 primarily as a result of growth in the<br />

customer base.<br />

Other. Revenue from other sales and<br />

services includes revenue from Vodacom’s<br />

cell captive insurance vehicle, wireless<br />

application services provider, or WASP,<br />

revenue, site sharing rental income as well<br />

as other revenue from non-core operations.<br />

Vodacom’s other sales and services<br />

revenue increased 302.0% to R615 million<br />

in the 2009 financial year primarily due to<br />

<strong>Telkom</strong> Annual Report 2009 125<br />

the acquisition of Gateway. Vodacom’s<br />

other sales and services revenue increased<br />

20.5% to R153 million in the 2008<br />

financial year primarily due to an increase<br />

in inactivated starter packs which do not<br />

contain an expiration date, but which are<br />

recognised as income after a period of<br />

36 months.<br />

Mobile operating expenses<br />

The following is a discussion of our mobile<br />

segment’s operating expenses which<br />

comprise our 50% share in Vodacom’s<br />

operating expenses. Vodacom’s operating<br />

expense line items are presented in<br />

accordance with the line items reflected in<br />

the <strong>Telkom</strong> Group’s consolidated operating<br />

expenses which are different from the<br />

operating expense line items contained in<br />

Vodacom’s consolidated financial statements.<br />

The following table shows our 50% share<br />

of Vodacom’s operating expenses and the<br />

percentage change for the periods<br />

indicated.<br />

Mobile operating expenses<br />

Year ended March 31,<br />

2007 2008 2009 2008/2007 2009/2008<br />

(in millions, except percentages) Z<strong>AR</strong> Z<strong>AR</strong> Z<strong>AR</strong> % change % change<br />

Employee expenses 1,186 1,488 1,804 25.5 21.2<br />

Payments to other network operators 2,818 3,279 3,822 16.4 16.6<br />

Selling, general and administrative expenses 8,777 10,271 12,553 17.0 22.2<br />

Service fees 82 115 169 40.2 47.0<br />

Operating leases 629 775 958 23.2 23.6<br />

Depreciation, amortisation and impairments 1,693 1,970 2,398 16.4 21.7<br />

Mobile operating expenses 15,185 17,898 21,704 17.9 21.3<br />

Group<br />

overview<br />

Management<br />

review<br />

Sustainability<br />

review<br />

Performance<br />

review<br />

Financial<br />

statements<br />

Company<br />

Financial<br />

Information


126<br />

<strong>Telkom</strong> Annual Report 2009<br />

Financial review (continued)<br />

The increase in mobile operating expenses<br />

in the 2009 financial year was mainly due<br />

to the increased cost of connecting prepaid<br />

customers and retaining contract customers,<br />

as well as increased network operational<br />

expenditure due to the roll-out of additional<br />

sites, coupled with increased interconnection<br />

rates in the DRC. The increase in<br />

mobile operating expenses in the 2008<br />

financial year was primarily due to<br />

inflationary factors and growth in the<br />

business, which led to increased selling,<br />

general and administrative expenses to<br />

support the expansion of 3G, growth in<br />

Vodacom’s South African and African<br />

operations and increased competition,<br />

increased payments to other network<br />

operators due to higher outgoing traffic and<br />

the increased percentage of outgoing traffic<br />

terminating on other mobile networks,<br />

higher employee costs as a result of<br />

increased headcount as well as increased<br />

depreciation, amortisation and impairment.<br />

Employee expenses. Employee expenses<br />

consist mainly of salaries and wages of<br />

employees as well as contributions to<br />

employee pension, medical aid funds and<br />

benefits and the deferred bonus incentive<br />

scheme.<br />

Vodacom’s employee expenses increased<br />

in the year ended March 31, 2009<br />

primarily as a result of the increase in the<br />

average number of employees and annual<br />

salary increases, partially offset by lower<br />

performance based remuneration.<br />

Vodacom’s employee expenses increased<br />

in the year ended March 31, 2008<br />

primarily as a result of a 9.5% increase in<br />

headcount to support the expansion of<br />

customer care operations, the strengthening<br />

of senior management structures to support<br />

the growth in ongoing operations and the<br />

launch of Vodacom Business. Annual salary<br />

increases and increased provisions for<br />

other employee incentive schemes also<br />

contributed to the increase in staff<br />

expenses.<br />

Total headcount in Vodacom’s South<br />

African operations increased 12.4% to<br />

5,451 employees as of March 31, 2009<br />

and 2.6% to 4,849 employees as of<br />

March 31, 2008 from 4,727 employees<br />

as of March 31, 2007. Total headcount in<br />

Vodacom’s other African countries<br />

increased 17.3% to 2,336 employees as<br />

of March 31, 2009 and 30.9% to 1,992<br />

employees as of March 31, 2008 from<br />

1,522 employees as of March 31, 2007.<br />

Total headcount includes temporary<br />

agency employees. Employees seconded<br />

to other African countries are included in<br />

the number of employees of other African<br />

countries and excluded from Vodacom<br />

South Africa’s number of employees.<br />

Payments to other network operators.<br />

Payments to other network operators consist<br />

mainly of interconnection payments made<br />

by Vodacom’s South African and other<br />

African operations for terminating calls on<br />

other operators’ networks. Vodacom’s<br />

payments to other network operators<br />

increased significantly in the years ended<br />

March 31, 2009 and 2008 as a result of<br />

increased outgoing traffic in line with<br />

increased customer growth and the<br />

increasing percentage of outgoing traffic<br />

terminating on the other mobile networks<br />

rather than <strong>Telkom</strong>’s fixed-line network as<br />

the cost of terminating calls on other mobile<br />

networks is higher than calls terminating on<br />

<strong>Telkom</strong>’s fixed-line network. As the mobile<br />

communications market continues to grow<br />

in South Africa, Vodacom expects that<br />

interconnection charges will continue to<br />

increase and adversely impact Vodacom’s<br />

profit margins.<br />

Payments to other network operators in our<br />

mobile segment included R231 million,<br />

R234 million and R234 million in the years<br />

ended March 31, 2009, 2008 and<br />

2007, respectively, for interconnection fees<br />

paid to our fixed-line segment, which were<br />

eliminated from the <strong>Telkom</strong> Group’s<br />

operating expenses on consolidation.<br />

Selling, general and administrative<br />

expenses. Selling, general and<br />

administrative expenses include customer<br />

acquisition and retention costs, packaging,<br />

distribution, marketing, regulatory licence<br />

fees, bad debts and various other general<br />

administrative expenses, including<br />

accommodation, information technology<br />

costs, office administration, consultant<br />

expenses, social economic investment and<br />

insurance.<br />

The following table sets forth information related to our 50% share of Vodacom’s selling, general and administrative expenses for the<br />

periods indicated.<br />

Mobile selling, general and administrative expenses<br />

Year ended March 31,<br />

2007 2008 2009 2008/2007 2009/2008<br />

(in millions, except percentages) Z<strong>AR</strong> Z<strong>AR</strong> Z<strong>AR</strong> % change % change<br />

Selling, distribution and other 7,703 9,063 11,105 17.7 22.5<br />

Marketing 573 632 762 10.3 20.6<br />

Regulatory and licence fees 490 527 607 7.6 15.2<br />

Bad debts 11 49 79 345.5 61.2<br />

Selling, general and administrative expenses 8,777 10,271 12,553 17.0 22.2


Vodacom’s selling, general and<br />

administrative expenses increased in the<br />

year ended March 31, 2009 primarily<br />

due to an increase in selling, distribution<br />

and other expenses and marketing<br />

expenses to support the launch and<br />

expansion of 3G, growth in Vodacom’s<br />

South African and African operations and<br />

competition. Vodacom’s selling, general<br />

and administrative expenses increased in<br />

the year ended March 31, 2008 primarily<br />

due to an increase in selling, distribution<br />

and other expenses, incentive costs,<br />

regulatory and licence fees and marketing<br />

expenses to support the launch and<br />

expansion of 3G, growth in Vodacom’s<br />

South African and African operations and<br />

increased competition.<br />

Selling, distribution and other expenses<br />

include cost of goods sold, commissions,<br />

customer acquisition and retention<br />

expenses, distribution expenses and<br />

insurance. The increase in selling,<br />

distribution and other expenses in the<br />

2009 financial year was primarily due to<br />

increased fuel and electricity costs,<br />

competition and network operational<br />

expenditure as a result of the roll-out of<br />

additional sites. The increase in selling,<br />

distribution and other expenses in the<br />

2008 financial year was primarily due to<br />

increased customer connections,<br />

competition, revenue, cost of equipment as<br />

a result of increased handset sales and<br />

maintenance of the GSM infrastructure and<br />

billing systems as well as due to the<br />

Vodafone global alliance fee.<br />

The increase in marketing expenses in the<br />

2009 financial year was mainly as a result<br />

of promotion campaigns to counter<br />

competition. The increase in marketing<br />

expenses in the 2008 financial year was<br />

mainly due to promoting new technologies,<br />

including 3G and Vodafone live! and<br />

further promoting the Vodacom brand in all<br />

operations. The increases in regulatory and<br />

licence fees during the reporting periods<br />

were directly related to the increase in<br />

operating revenues and corresponding<br />

payments under Vodacom’s existing<br />

licences. The increase in bad debts in the<br />

2008 financial year resulted from a cleanup<br />

of Smartphone debtors following the<br />

increase in shareholding to 100%.<br />

Service fees. Service fees include<br />

consultancy services for technical,<br />

administrative and managerial services,<br />

audit fees, legal fees and communication<br />

and information technology costs.<br />

Operating leases. Operating leases<br />

include payments in respect of rentals of<br />

GSM transmission lines as well as office<br />

<strong>Telkom</strong> Annual Report 2009 127<br />

accommodation, office equipment and<br />

motor vehicles. Operating leases in our<br />

mobile segment included R529 million,<br />

R514 million and R453 million in the years<br />

ended March 31, 2009, 2008 and<br />

2007, respectively, for operating lease<br />

payments to our fixed-line segment, which<br />

were eliminated from the <strong>Telkom</strong> Group’s<br />

operating expenses on consolidation.<br />

Depreciation, amortisation and<br />

impairments. Depreciation, amortisation<br />

and impairments increased in the years<br />

ended March 31, 2009 and 2008<br />

primarily due to higher capital expenditure<br />

as a result of the implementation and<br />

expansion of 3G/HSDPA networks, the<br />

weakening of the rand against the other<br />

functional currencies of Vodacom and the<br />

impairment of assets in Vodacom<br />

Mozambique.<br />

Multi-Links segment<br />

Multi-Links operating revenue<br />

Multi-Links operating revenue is derived<br />

principally from fixed, mobile, data, long<br />

distance and international communications<br />

services throughout Nigeria, through our<br />

wholly owned subsidiary, Multi-Links.<br />

The following table shows the operating<br />

revenue for our Multi-Links segment for the<br />

periods indicated.<br />

Multi-Links operating revenue<br />

Year ended March 31,<br />

2007 2008 2009 2008/2007 2009/2008<br />

(in millions, except percentages) Z<strong>AR</strong> Z<strong>AR</strong> Z<strong>AR</strong> % change % change<br />

Multi-Links operating revenue – 845 1,900 – 124.9<br />

The increase in Multi-Links revenue is<br />

mainly as a result of subscriber growth and<br />

an increase in domestic traffic volumes as<br />

well as increased data revenue. Multi-Links,<br />

which was acquired with effect from May<br />

1, 2007, contributed R845 million in the<br />

2008 financial year from its customers in<br />

the Nigerian market since its acquisition.<br />

Multi-Links operating expenses<br />

The following table shows operating<br />

expenses for our Multi-Links segment broken<br />

down by major expense categories and the<br />

percentage change for the periods indicated.<br />

Group<br />

overview<br />

Management<br />

review<br />

Sustainability<br />

review<br />

Performance<br />

review<br />

Financial<br />

statements<br />

Company<br />

Financial<br />

Information


128<br />

<strong>Telkom</strong> Annual Report 2009<br />

Financial review (continued)<br />

Multi-Links operating expenses<br />

Year ended March 31,<br />

2007 2008 2009 2008/2007 2009/2008<br />

(in millions, except percentages) Z<strong>AR</strong> Z<strong>AR</strong> Z<strong>AR</strong> % change % change<br />

Employee expenses – 39 126 – 223.1<br />

Payments to other operators – 624 652 – 4.5<br />

Selling, general and administrative expenses – 142 1,117 – 686.6<br />

Service fees – 14 38 – 171.4<br />

Operating leases – 37 193 – 421.6<br />

Depreciation, amortisation and impairments – 86 296 – 244.2<br />

Other operating expenses – 942 2,422 – 157.1<br />

Employee expenses increased by 223.1% in<br />

the 2009 financial year primarily due to an<br />

increase in the number of employees as well<br />

as salary increases and bonus payments.<br />

The 686.6% increase in selling, general<br />

and administrative expenditure in the<br />

2009 financial year primarily related to<br />

increased cost of sales and associated<br />

handset subsidies of R281 million as a<br />

result of increased sales volumes,<br />

increased advertising and promotional<br />

expenditure and an increase in expatriates<br />

fees as a result of an increase in staff<br />

seconded from <strong>Telkom</strong> during the year.<br />

The increases in service fees were mainly<br />

as a result of increased security cost and<br />

payments to consultants as a result of an<br />

increase in operations during the year.<br />

Operating leases increased 421.6% as a<br />

result of an increase in the number of<br />

leased base stations, warehouses and<br />

office buildings as a result of the<br />

expanding operations.<br />

Depreciation, amortisation and impairments<br />

increased 244.2% as a result of higher<br />

capital expenditure incurred during the<br />

year.<br />

Other segment<br />

Other operating revenue<br />

Our other operating revenue is derived<br />

principally from directory services, through<br />

our Trudon Group, internet services outside<br />

South Africa, through our Africa Online<br />

subsidiary.<br />

The following table shows the operating<br />

revenue for our other segment broken<br />

down by major revenue streams and the<br />

percentage change by major revenue<br />

stream for the periods indicated.<br />

2007<br />

Other operating revenue<br />

Year ended March 31,<br />

2008 2009 2008/2007 2009/2008<br />

(in millions, except percentages) Z<strong>AR</strong> Z<strong>AR</strong> Z<strong>AR</strong> % change % change<br />

Trudon 865 930 1,020 7.5 9.7<br />

Africa Online 8 110 194 n/a 76.4<br />

Other operating revenue 873 1,040 1,214 19.1 16.7


The increase in other operating revenue<br />

was mainly attributable to UUNET, Africa<br />

Online’s 40% joint venture. Our other<br />

operating revenue increased in the 2008<br />

financial year primarily due the inclusion in<br />

the current year of revenue generated by<br />

our newly acquired subsidiary, Africa<br />

Online. Africa Online, which was acquired<br />

with effect from February 23, 2007,<br />

increased the revenue contribution to the<br />

group from R8 million during the 2007<br />

financial year to R110 million during the<br />

2008 financial year.<br />

These additional revenue streams were<br />

further supported by the continued growth<br />

in advertising revenue from our subsidiary,<br />

Trudon. Revenue from directory services<br />

increased in the years ended March 31,<br />

2009 and 2008 primarily due to annual<br />

tariff increases and increased marketing<br />

and online efforts, resulting in increased<br />

spending on advertising by existing<br />

customers and additional advertising<br />

revenue from new customers.<br />

<strong>Telkom</strong> Annual Report 2009 129<br />

Other operating expenses<br />

The following table shows operating<br />

expenses for our other segment broken<br />

down by major expense categories and<br />

the percentage change for the periods<br />

indicated.<br />

2007<br />

Other operating expenses<br />

Year ended March 31,<br />

2008 2009 2008/2007 2009/2008<br />

(in millions, except percentages) Z<strong>AR</strong> Z<strong>AR</strong> Z<strong>AR</strong> % change % change<br />

Employee expense 158 193 220 22.2 14.0<br />

Payments to other operators – 53 89 – 67.9<br />

Selling, general and administrative expenses 310 335 404 8.1 20.6<br />

Service fees 5 12 12 140.0 –<br />

Operating leases 20 23 26 15.0 13.0<br />

Depreciation, amortisation and impairments 19 32 50 68.4 56.3<br />

Other operating expenses 512 648 801 26.6 23.6<br />

Increases in other operating expenses in<br />

the 2009 financial year were primarily<br />

driven by increases in selling, general and<br />

administrative expenses, payments to other<br />

operators, employee expenses and<br />

depreciation, amortisation and impairments.<br />

Increases in other operating expenses in<br />

the 2008 financial year were primarily<br />

driven by increases in payments to other<br />

operators, employee expenses, depreciation,<br />

amortisation and impairments,<br />

operating leases and service fees. The<br />

increase in these operating expenses in the<br />

2008 financial year was primarily due to<br />

the inclusion of operating expenses relating<br />

to our newly acquired subsidiary, Africa<br />

Online, which impacted all expense<br />

categories.<br />

The following table shows the contributions<br />

to other operating expenses by each of the<br />

two subsidiaries contained in our other<br />

segment and the percentage change for<br />

the periods indicated.<br />

2007<br />

Other operating expenses<br />

Year ended March 31,<br />

2008 2009 2008/2007 2009/2008<br />

(in millions, except percentages) Z<strong>AR</strong> Z<strong>AR</strong> Z<strong>AR</strong> % change % change<br />

Trudon 504 530 593 5.2 11.9<br />

Africa Online 8 118 208 1,375.0 76.3<br />

Other operating expenses 512 648 801 210.7 23.6<br />

Group<br />

overview<br />

Management<br />

review<br />

Sustainability<br />

review<br />

Performance<br />

review<br />

Financial<br />

statements<br />

Company<br />

Financial<br />

Information


130<br />

<strong>Telkom</strong> Annual Report 2009<br />

Financial review (continued)<br />

Liquidity and capital resources<br />

Group liquidity and capital resources<br />

Cash flows<br />

The following table shows information regarding our consolidated cash flows for the periods indicated.<br />

2007<br />

Year ended March 31,<br />

2008 2009 2008/2007 2009/2008<br />

(in millions, except percentages) Z<strong>AR</strong> Z<strong>AR</strong> Z<strong>AR</strong> % change % change<br />

Cash flows from operating activities 9,356 10,603 11,432 13.3 7.8<br />

Cash flows from investing activities (10,412) (14,106) (17,005) 35.5 20.6<br />

Cash flows from financing activities (2,920) 2,943 7,093 200.8 141.0<br />

Net (decrease)/increase in cash and cash<br />

equivalents (3,976) (560) 1,520 85.9 371.4<br />

Effect of foreign exchange rate differences<br />

Net cash and cash equivalents at the beginning<br />

29 44 (30) 51.7 (168.2)<br />

of the year 4,255 308 (208) (92.8) (167.5)<br />

Net cash and cash equivalents at the end of<br />

the year 308 (208) 1,282 (167.5) 716.3<br />

Cash flows from operating activities<br />

Our primary sources of liquidity are cash<br />

flows from operating activities and<br />

borrowings. We intend to fund our<br />

expenses, indebtedness and working<br />

capital requirements from cash generated<br />

from our operations and from capital raised<br />

in the markets. The increase in cash flows<br />

from operating activities in the 2009<br />

financial year is mainly due to a lower<br />

dividend payment in respect of the 2008<br />

financial year and lower taxation paid,<br />

partially offset by higher finance charges<br />

and a decrease in cash generated from<br />

operations. The increase in cash flows from<br />

operating activities in the 2008 financial<br />

year is mainly due to lower taxation<br />

payments as well as an increase in cash<br />

generated from operations, partially offset<br />

by higher dividends paid.<br />

Cash flows from investing activities<br />

Cash flows from investing activities relate<br />

primarily to investments in our fixed-line<br />

network, our other segment’s networks and<br />

our 50% share of Vodacom’s investments in<br />

its mobile networks in South Africa and<br />

other African countries. The increase in<br />

cash flows used in investing activities in the<br />

2009 financial year was as a result of the<br />

increased capital expenditure of Multi-Links<br />

as well as the acquisition of Gateway by<br />

Vodacom and the acquisition of the<br />

remaining 25% share in Multi-Links. The<br />

increase in cash flows used in investing<br />

activities in the 2008 financial year was<br />

mainly the result of R1,985 million cash<br />

utilised for the purchase of Multi-Links and<br />

increased equity investments in Smartphone,<br />

increased capital expenditures in our fixedline,<br />

mobile and other segments and lower<br />

proceeds on the disposal of investments,<br />

partially offset by higher proceeds on the<br />

disposal of property, plant and equipment<br />

and intangibles.<br />

Cash flows from financing activities<br />

Cash flows from financing activities are<br />

primarily a function of borrowing and share<br />

buy-back activities.<br />

In the 2009 financial year, loans raised<br />

exceeded loans repaid and the increase in<br />

net financial assets. In the 2009 financial<br />

year, cash flows from financing activities<br />

were primarily due to the issuance of<br />

R11,025 million nominal value of<br />

commercial paper bills, the issue of the<br />

new local bonds, the TL12 and TL15 with<br />

a nominal value of R1,060 million and<br />

R1,160 million, respectively, as well as<br />

entering into a syndicated loan agreement<br />

with a nominal value of R4,100 million.<br />

This was partially offset by the repayment of<br />

a term loan of R1,000 million, a bank<br />

facility of R1,000 million, bridging finance<br />

of R1,600 million and maturing commercial<br />

paper bills of R9,849 million nominal value.<br />

In the 2008 financial year, loans raised<br />

and the decrease in net financial assets<br />

exceeded loans repaid, shares bought<br />

back and cancelled and finance lease<br />

obligation repaid. In the 2008 financial<br />

year, cash flows from financing activities<br />

were primarily due to the issuance of<br />

R18,806 million nominal value of


commercial paper bills, as well as entering<br />

into call and term loans of R5,600 million<br />

to fund the redemption of the TK01 bond<br />

and other cash flows from investing<br />

activities, including R1.6 billion of<br />

additional bank borrowings and interest<br />

bearing debt by Vodacom. This was<br />

partially offset by the maturing commercial<br />

paper debt of R15,773 million nominal<br />

value, the repayment of the TK01 bond<br />

with a nominal value of R4,680 million<br />

and R1,647 million paid for the<br />

repurchase of shares during the year.<br />

In the 2007 financial year, loans and finance<br />

leases repaid and shares repurchased and<br />

cancelled exceeded loans raised and the<br />

decrease in net financial assets, by<br />

R2,920 million. In the 2007 financial year<br />

cash flows used in financing activities<br />

increased primarily due to the lower sale of<br />

repurchase agreements and derivative<br />

instruments that were sold in the 2006<br />

financial year to fund dividends and tax<br />

payments. On October 31, 2006, we<br />

repaid the TL06 local bond having a nominal<br />

value of R2,100 million and during the<br />

2007 financial year, we repaid<br />

R3,731 million in nominal value of<br />

commercial paper bill debt. Commercial<br />

paper bills having a nominal value of<br />

R4,651 million were issued in the 2007<br />

financial year.<br />

Working capital<br />

We had negative consolidated working<br />

capital from continuing operations of<br />

approximately R6.2 billion as of March 31,<br />

2009, we had negative consolidated<br />

working capital from total operations of<br />

approximately R9.3 billion as of March 31,<br />

2008 and approximately R8.2 billion as of<br />

March 31, 2007. Negative working<br />

capital arises when current liabilities are<br />

greater than current assets. The increase in<br />

the Company’s negative working capital in<br />

the 2009 financial year was mainly as a<br />

result of an increase in interest bearing debt<br />

payable, partially offset by higher financial<br />

assets in the form of repurchase agreements.<br />

The increase in negative working capital in<br />

the 2008 financial year was primarily due<br />

to an increase in the current portion of<br />

interest bearing debt due to the repayment<br />

of the TK01 local bond with short-term debt<br />

that was subsequently partially refinanced<br />

<strong>Telkom</strong> Annual Report 2009 131<br />

by the TL12 and TL15 bonds after the year<br />

end, a reduction in cash available due to<br />

acquisition activities, increased capital<br />

expenditure, increased dividends paid,<br />

shares repurchased and an increase in trade<br />

and other payables. <strong>Telkom</strong> is of the opinion<br />

that the <strong>Telkom</strong> Group’s cash flows from<br />

operations, together with proceeds from the<br />

Vodacom transaction and the proceeds from<br />

liquidity available under credit facilities and<br />

in the capital markets, will be sufficient to<br />

meet the <strong>Telkom</strong> Group’s present working<br />

capital requirements for the 12 months<br />

following the date of this annual report. We<br />

intend to fund current liabilities through a<br />

combination of operating cash flows and<br />

with new borrowings and borrowings<br />

available under existing credit facilities. We<br />

had R6.2 billion available under existing<br />

credit facilities as of March 31, 2009.<br />

Capital expenditures and investments<br />

The following table shows the <strong>Telkom</strong><br />

Group’s investments in property, plant and<br />

equipment including intangible assets,<br />

including our 50% share of Vodacom’s<br />

investments, for the periods indicated.<br />

2007<br />

Year ended March 31,<br />

2008 2009 2008/2007 2009/2008<br />

(in millions, except percentages) Z<strong>AR</strong> Z<strong>AR</strong> Z<strong>AR</strong> % change % change<br />

Group capital expenditure<br />

Fixed-line 6,594 6,794 6,690 3.0 (1.5)<br />

Baseline 3,409 4,039 3,343 18.5 (17.2)<br />

Revenue generating 159 57 30 (64.2) (47.4)<br />

Network evolution 784 1,092 1,373 39.3 25.7<br />

Sustainment 416 277 115 (33.4) (58.5)<br />

Effectiveness and efficiencies 1,141 841 603 (26.3) (28.3)<br />

Company support 497 451 790 (9.3) 75.2<br />

Regulatory 188 37 436 (80.3) 1,078.4<br />

Mobile 3,608 3,460 3,569 (4.1) 3.2<br />

Multi-Links – 1,312 2,791 – 112.7<br />

Other 44 334 184 659.1 (44.9)<br />

Total investment in property, plant and<br />

equipment and intangible assets 10,246 11,900 13,234 16.1 11.2<br />

Group<br />

overview<br />

Management<br />

review<br />

Sustainability<br />

review<br />

Performance<br />

review<br />

Financial<br />

statements<br />

Company<br />

Financial<br />

Information


132<br />

<strong>Telkom</strong> Annual Report 2009<br />

Financial review (continued)<br />

Fixed-line capital expenditure, which<br />

includes spending on intangible assets,<br />

decreased by 1.5% to R6,690 million and<br />

represents 19.9% of fixed-line revenue.<br />

Baseline capital expenditure of<br />

R3,343 million in the 2009 financial year<br />

was largely for the deployment of<br />

technologies to support the growing data<br />

services business (including ADSL footprint),<br />

links to the mobile cellular operators and<br />

expenditure for access line deployment in<br />

selected high growth commercial and<br />

residential areas. The continued focus on<br />

rehabilitating the access network and<br />

increasing the efficiencies and<br />

redundancies in the transport network as<br />

well as the initiation of the fixed-wireless<br />

roll-out contributed to the network evolution<br />

and sustainment capital expenditure of<br />

R1,488 million.<br />

<strong>Telkom</strong> continues to focus on its operations<br />

support system investment with current<br />

emphasis on workforce management,<br />

provisioning and fulfilment, assurance and<br />

customer care, hardware technology<br />

upgrades on the billing platform and<br />

performance and service management and<br />

property optimisation. During the year<br />

ended March 31, 2009, R603 million<br />

was spent on the implementation of several<br />

systems.<br />

Fixed-line capital expenditure, which<br />

includes spending on intangible assets,<br />

increased 3.0% to R6,794 million in the<br />

2008 financial year from R6,594 million<br />

in the 2007 financial year and represented<br />

20.9% of fixed-line revenue compared to<br />

20.4% in the 2007 financial year. The<br />

increase in baseline and revenue<br />

generating capital expenditure to<br />

R4,095 million in the 2008 financial year<br />

from R3,568 million in the 2007 financial<br />

year was largely for the deployment of<br />

technologies to support the growing data<br />

services business (including ADSL footprint),<br />

links to the mobile cellular operators and<br />

expenditure for access line deployment in<br />

selected high growth residential areas.<br />

During the year ended March 31, 2008,<br />

R841 million was spent on the<br />

implementation of systems compared to<br />

R1,141 million in the 2007 financial year.<br />

Mobile capital expenditure (50% of<br />

Vodacom’s capital expenditure) increased<br />

by 3.2% to R3,569 million in the 2009<br />

financial year from R3,460 million in the<br />

2008 financial year and represents 12.9%<br />

of mobile revenue compared to 14.4% in<br />

the 2008 financial year which was mainly<br />

spent on the continued investment to<br />

improve geographic coverage and<br />

increase capacity for both the voice and<br />

data networks in South Africa and to<br />

expand coverage in Tanzania and<br />

Mozambique.<br />

Mobile capital expenditure, which includes<br />

spending on intangible assets, increased<br />

by 3.2% to R3,569 million and represents<br />

12.9% of mobile revenue and was due to<br />

the continued investment to improve<br />

geographic coverage and increase<br />

capacity for both the voice and data<br />

networks. Mobile capital expenditure (50%<br />

of Vodacom’s capital expenditure)<br />

decreased by 4.1% to R3,460 million<br />

in the 2008 financial year from<br />

R3,608 million in the 2007 financial year<br />

and represents 14.4% of mobile revenue<br />

compared to 17.5% in the 2007 financial<br />

year which was mainly spent on the<br />

cellular network infrastructure consisting of<br />

radio, switching and transmission network<br />

infrastructure and computer software. The<br />

decrease in capital expenditure in other<br />

African countries was largely as a result of<br />

decreased investment in Tanzania,<br />

Democratic Republic of the Congo and<br />

Mozambique offset by an increase in<br />

investment in Lesotho.<br />

Our consolidated capital expenditure in<br />

property, plant and equipment for the<br />

2010 financial year budgeted to be<br />

approximately R7.9 billion, of which<br />

approximately R7.0 billion is budgeted to<br />

be spent in our fixed-line segment,<br />

approximately R847 million is budgeted to<br />

be spent in our Multi-Links segment, and<br />

approximately R90 million is budgeted to<br />

be spent in our other segment. Our capital<br />

expenditures are continuously examined<br />

and evaluated against the perceived<br />

economic benefit and may be revised in<br />

light of changing business conditions,<br />

regulatory requirements, investment<br />

opportunities and other business factors.


The following table sets forth our consolidated indebtedness including finance leases as of March 31, 2009<br />

<strong>Telkom</strong> Annual Report 2009 133<br />

Nominal<br />

amount<br />

Out- out<br />

standing standing Maturing<br />

Interest Interest as of as of Year ended March 31,<br />

payment rate/ March 31, March 31, After<br />

dates coupon 2009 2009 2010 2011 2012 2013 2014 2014<br />

(in millions) (%) Z<strong>AR</strong> Z<strong>AR</strong> Z<strong>AR</strong> Z<strong>AR</strong> Z<strong>AR</strong> Z<strong>AR</strong> Z<strong>AR</strong> Z<strong>AR</strong><br />

<strong>Telkom</strong><br />

Bonds<br />

12.45% unsecured local bond due 29 Apr &<br />

April 29, 2012 (TL12) (1, 2) 29 Oct 12.45 1,059 1,060 – – – 1,060 – –<br />

11.90% unsecured local bond due 29 Apr &<br />

April 29, 2015 (TL15) (1, 3) 29 Oct 11.9 1,159 1,160 – – – – – 1,160<br />

6% unsecured local bond due<br />

February 24, 2020 (TL20) (1, 4) 22 Feb 6 1,325 2,500 – – – – – 2,500<br />

Zero coupon unsecured loan stock<br />

due September 30, 2010 (PP02) (5) – – 349 430 – 430 – – – –<br />

Zero coupon unsecured loan stock<br />

due June 15, 2010 (PP03) (6) – – 1,131 1,350 – 1,350 - – – –<br />

Commercial paper – 11.44 5,476 5,559 5,559 – – – – –<br />

Syndicated loans due December 17,<br />

2011 and 2013 (7) 11.46 4,083 4,100 – – 820 – 3,280 –<br />

Term loans Various 9.67 2,000 2,000 2,000 – – – – –<br />

Bank facilities<br />

R394 million uncommitted overdraft<br />

facility with ABSA Bank Limited,<br />

repayable on demand, and a<br />

R1 billion unsecured committed<br />

facility, repayable on 364 days Mutually Not Not<br />

notice – agreed utilised utilised – – – – – –<br />

R1 billion unsecured committed facility<br />

with The Standard Bank of South Africa<br />

Limited, repayable within 365 days of Mutually Not Not<br />

drawdown – agreed utilised utilised – – – – – –<br />

R1 billion unsecured committed facility<br />

with FirstRand Bank Limited, repayable Mutually Not Not<br />

on 364 days notice – agreed utilised utilised – – – – – –<br />

$35 million unsecured short-term loan<br />

facility with Calyon Corporate and Mutually Not Not<br />

Investment Bank, repayable on demand – agreed utilised utilised – – – – – –<br />

R1 billion uncommitted short term facility with<br />

Sumitomo Mitsui Banking Corporation, Mutually Not Not<br />

repayable on demand – agreed utilised utilised – – – – – –<br />

R500 million call loan facility with<br />

iNkotha Investments Limited, repayable Mutually Not Not<br />

on demand – agreed utilised utilised – – – – – –<br />

R1 billion loan agreement with<br />

Old Mutual Specialised Finance Mutually Not Not<br />

(Proprietary) Limited, repayable on demand agreed utilised utilised – – – – – –<br />

Various bank loans 8 – Various 138 138 – 20 13 9 0 96<br />

Bank overdraft and other short-term debt – 106 106 106 – – – –<br />

13.43% –<br />

Finance leases (9) n/a 37.78% 984 984 35 231 – – – 718<br />

Total <strong>Telkom</strong> 17,810 19,387 7,700 2,031 833 1,069 3,280 4,474<br />

Group<br />

overview<br />

Management<br />

review<br />

Sustainability<br />

review<br />

Performance<br />

review<br />

Financial<br />

statements<br />

Company<br />

Financial<br />

Information


134<br />

<strong>Telkom</strong> Annual Report 2009<br />

Financial review (continued)<br />

Nominal<br />

amount<br />

Out- out<br />

standing standing Maturing<br />

Interest Interest as of as of Year ended March 31,<br />

payment rate/ March 31, March 31, After<br />

dates coupon 2009 2009 2010 2011 2012 2013 2014 2014<br />

(in millions) (%) Z<strong>AR</strong> Z<strong>AR</strong> Z<strong>AR</strong> Z<strong>AR</strong> Z<strong>AR</strong> Z<strong>AR</strong> Z<strong>AR</strong> Z<strong>AR</strong><br />

Other<br />

Trudon (Pty) Ltd<br />

Various finance leases – Various 2 2 1 1 – – – –<br />

<strong>Telkom</strong> Media (Pty) Ltd<br />

Various loans – 13% 9 9 – 5 2 2 – –<br />

Multi-Links Telecommunications Limited<br />

Naira 1,100 million Commercial paper – 18.5% 70 70 70 – – –<br />

$18 million Export Development Bank LIBOR<br />

of Canada funding – + 1.25% 157 157 35 – – 122 – –<br />

$41.6 million Huawei Vendor Financing LIBOR<br />

Facility funding – + 2% 323 323 – – 323 – – –<br />

Africa Online Limited<br />

Various loans – Various 11 11 4 7 – – – –<br />

Bank overdrafts and other short-term debt – 20 20 20 – – – – –<br />

Total other 592 592 130 13 325 124 – –<br />

Grand total 18,402 19,979 7,830 2,044 1,158 1,193 3,280 4,474<br />

1. Listed on the Bond Exchange of South Africa.<br />

2. The TL12 was issued on April 29, 2009 at a yield to maturity of 12.47% and listed on the Bond Exchange of South Africa.<br />

3. The TL15 was issued on April 29, 2009 at a yield to maturity of 11.91% and listed on the Bond Exchange of South Africa.<br />

4. 2,500 of these bonds were issued on February 22, 2000 at a yield to maturity of 15.00%. The TL20 bond was listed on the Bond Exchange of South Africa with effect of April 1,<br />

2005.<br />

5. Issued on February 25, 2000. Original amount issued was R430 million. The yield to maturity of this instrument issued by <strong>Telkom</strong> is 14.37%.<br />

6. Issued on June 15, 2000. Original amount issued was R1,350 million. The yield to maturity of this instrument is 15.175%.<br />

7. Agreement effective from December 17, 2008 for three and five years.<br />

8. R138 million of <strong>Telkom</strong>'s indebtedness outstanding as of March 31, 2009 was guaranteed by the government of South Africa. Euro loans converted at the spot rate.<br />

9. Secured by land and buildings.


challeng<br />

Consolidated financial statements<br />

Directors’ responsibility statement 137<br />

Certificate from Group Company Secretary 137<br />

Report of independent auditors 138<br />

Directors’ report 140<br />

Consolidated income statement 142<br />

Consolidated balance sheet 143<br />

Consolidated statement of changes in equity 144<br />

Consolidated cash flow statement 145<br />

Notes to the consolidated annual financial statements 146<br />

economic conditions<br />

contributed to a<br />

difficult year<br />

Group<br />

overview<br />

Management<br />

review<br />

Sustainability<br />

review<br />

Performance<br />

review<br />

Financial<br />

statements<br />

Company<br />

Financial<br />

Information<br />

1<br />

2<br />

3<br />

4<br />

5<br />

6


Directors’ responsibility statement<br />

The directors are responsible for the preparation of the annual financial<br />

statements of the Company and the Group. The directors are also<br />

responsible for maintaining a sound system of internal controls to<br />

safeguard shareholders’ investments and the Group’s assets.<br />

In presenting the accompanying financial statements, International<br />

Financial Reporting Standards as issued by the International<br />

Accounting Standards Board have been followed and applicable<br />

accounting policies have been used incorporating prudent judgements<br />

and estimates.<br />

The external auditors are responsible for independently auditing and<br />

reporting on the annual financial statements.<br />

In order for the directors to discharge their responsibilities,<br />

management continues to develop and maintain a system of internal<br />

controls aimed at reducing the risk of error or loss in a cost-effective<br />

manner. The internal controls include a risk-based system of internal<br />

auditing and administrative controls designed to provide reasonable<br />

but not absolute assurance that assets are safeguarded and that<br />

transactions are executed and recorded in accordance with generally<br />

accepted business practices and the Group’s policies and procedures.<br />

The directors, primarily through the audit and risk committee, which<br />

consists of non-executive directors, meet periodically with the external<br />

and internal auditors, as well as executive management to evaluate<br />

matters concerning accounting policies, internal controls, auditing and<br />

financial reporting.<br />

The directors are of the opinion, based on the information and<br />

explanations given by management and internal audit, that the internal<br />

accounting controls are adequate, so that the financial records may be<br />

relied on for preparing the financial statements and maintaining<br />

<strong>Telkom</strong> Annual Report 2009 137<br />

accountability for assets and liabilities. The directors are satisfied that<br />

the Company and the Group have adequate resources to continue in<br />

operational existence for the foreseeable future. Accordingly, <strong>Telkom</strong><br />

SA Limited continues to adopt the going concern basis in preparing the<br />

annual financial statements.<br />

Against this background, the directors of the Company accept<br />

responsibility for the annual financial statements, which were approved<br />

by the Board of directors on 10 July 2009 and are signed on their<br />

behalf by:<br />

Shirley Lue Arnold<br />

Chairman<br />

Reuben September<br />

Chief Executive Officer<br />

Peter Nelson<br />

Chief Financial Officer<br />

Pretoria<br />

Certificate from Group Company Secretary<br />

I hereby certify that in accordance with section 268G(d) of the Companies Act, 1973, as amended, the Company has lodged with the Registrar<br />

of Companies all such returns as are required of a public company in terms of this Act and that all such returns are, to the best of my knowledge<br />

and belief, true, correct and up to date.<br />

Mmathoto Lephadi<br />

Group Company Secretary<br />

Pretoria<br />

10 July 2009


138<br />

<strong>Telkom</strong> Annual Report 2009


<strong>Telkom</strong> Annual Report 2009 139


140<br />

<strong>Telkom</strong> Annual Report 2009<br />

Directors’ report<br />

To the members of <strong>Telkom</strong> SA Limited<br />

The directors have pleasure in submitting the annual financial<br />

statements of the Company and the Group for the year ended<br />

March 31, 2009.<br />

NATURE OF BUSINESS<br />

<strong>Telkom</strong> is a leading integrated communications service provider in<br />

South Africa and on the African continent.<br />

FINANCIAL RESULTS<br />

Earnings attributable to equity holders of <strong>Telkom</strong> for the year ended<br />

March 31, 2009 were R4,170 million (2008: R7,975 million)<br />

representing basic earnings per share from continuing operations of<br />

407.4 cents (2008: 963.7 cents). Full details of the financial position<br />

and results of the Group are set out in the accompanying Company<br />

and Group financial statements.<br />

DIVIDENDS<br />

The following dividend was declared in respect of the year ended<br />

March 31, 2009:<br />

• Ordinary dividend number 14 of 115 cents per share (2008:<br />

660 cents);<br />

• Special dividend of 260 cents per share (2008: nil cents).<br />

The level of dividend payments will be based upon a number of<br />

factors, including the consideration of financial results, capital and<br />

operating expenditure requirements, the Group’s debt level, interest<br />

coverage, internal cash flows, prospects and available growth<br />

opportunities.<br />

SUBSIDI<strong>AR</strong>IES<br />

Particulars of the significant subsidiaries of the Group are set out in<br />

notes 42 and 43 of the accompanying Group financial statements.<br />

The attributable interest of the Group in the after taxation earnings from<br />

continuing operations of its subsidiaries for the year ended March 31,<br />

2009 were:<br />

2008 2009<br />

Rm Rm<br />

Aggregate amount of loss after taxation (102) (2,142)<br />

SH<strong>AR</strong>E CAPITAL<br />

Details of the authorised, issued and unissued share capital of the<br />

Company as at March 31, 2009 are contained in note 22 and<br />

note 20 of the accompanying Group and Company financial<br />

statements respectively.<br />

SH<strong>AR</strong>E REPURCHASE<br />

Shareholders approved a special resolution granting a general<br />

authority for the repurchase of shares by the Company at its annual<br />

general meeting of September 15, 2008. The Company repurchased<br />

286 ordinary shares at a value of R30,425 (including costs) during the<br />

year under review. These shares have been cancelled as issued share<br />

capital and restored as authorised but unissued share capital.<br />

BORROWING POWERS<br />

In terms of the Company’s articles of association, <strong>Telkom</strong> has unlimited<br />

borrowing powers subject to the restrictive financial covenants of the<br />

TL20 bond and Syndicated loans.<br />

CAPITAL EXPENDITURE AND COMMITMENTS<br />

Details of the Company’s capital expenditure on property, plant and<br />

equipment as well as intangibles are set out in notes 9 and 10 of the<br />

accompanying financial statements, while details of the Company’s<br />

capital commitments are set out in note 34.<br />

Details of the Group’s capital expenditure on property, plant and<br />

equipment as well as intangibles are set out in notes 11 and 12 of the<br />

accompanying financial statements, while details of the Group’s<br />

capital commitments are set out in note 38.<br />

EVENTS SUBSEQUENT TO BALANCE SHEET DATE<br />

Events subsequent to the balance sheet date are set out in note 45 of<br />

the accompanying Group financial statements and note 39 of the<br />

Company financial statements.<br />

DIRECTORATE<br />

The following changes occurred in the composition of the Board from<br />

April 1, 2008 to date of this report.<br />

Appointments<br />

B Molefe July 3, 2008<br />

PG Joubert August 12, 2008<br />

DD Barber September 1, 2008<br />

PG Nelson December 8, 2008<br />

Resignations<br />

MJ Lamberti June 3, 2008<br />

AG Rhoda July 3, 2008


Directors’ report (continued)<br />

The Board of Directors at date of this report are as follows:<br />

ST Arnold (Chairman)<br />

RJ September (Chief Executive Officer)<br />

PG Nelson (Chief Financial Officer)<br />

DD Barber<br />

B du Plessis<br />

RJ Huntley<br />

PG Joubert<br />

VB Lawrence<br />

PCS Luthuli<br />

KST Matthews<br />

B Molefe<br />

E Spio-Garbrah<br />

Details of each director may be found on pages 28 and 29 in the<br />

Management review section.<br />

DIRECTORS’ INTERESTS<br />

At the date of this report, none of <strong>Telkom</strong>’s directors other than<br />

Mr RJ September, Mr PG Nelson, Mr PG Joubert and Mr DD Barber,<br />

held any direct and indirect, beneficial and non-beneficial interests in<br />

the share capital of the Company. Mr RJ September directly held<br />

90,815 and indirectly held 1,820 ordinary shares, Mr. PG Nelson<br />

directly held 19,182 ordinary shares, Mr PG Joubert indirectly held<br />

15,000 ordinary shares and Mr DD Barber indirectly held<br />

1,200 ordinary shares in the capital of <strong>Telkom</strong>.<br />

Details of the Company Secretary’s business address and the<br />

Company’s registered office are set out on the inside back cover.<br />

<strong>Telkom</strong> Annual Report 2009 141


142<br />

<strong>Telkom</strong> Annual Report 2009<br />

Consolidated income statement<br />

for the three years ended March 31, 2009<br />

Restated* Restated* Audited<br />

2007 2008 2009<br />

Notes Rm Rm Rm<br />

Total revenue 3.1 32,919 34,084 36,433<br />

Operating revenue 3.2 32,441 33,611 35,940<br />

Other income 4 338 472 343<br />

Operating expenses 23,028 25,014 29,895<br />

Employee expenses 5.1 7,254 7,629 8,345<br />

Payments to other operators 5.2 5,005 6,098 6,919<br />

Selling, general and administrative expenses 5.3 4,184 4,045 5,772<br />

Service fees 5.4 2,209 2,437 2,756<br />

Operating leases 5.5 775 671 823<br />

Depreciation, amortisation, impairment and write-offs 5.6 3,601 4,134 5,280<br />

Operating profit 9,751 9,069 6,388<br />

Investment income 6 199 168 181<br />

Finance charges and fair value movements 7 857 1,556 2,843<br />

Interest 1,142 1,543 1,732<br />

Foreign exchange and fair value movement (gain)/loss (285) 13 1,111<br />

Profit before taxation 9,093 7,681 3,726<br />

Taxation 8 2,803 2,647 1,660<br />

Profit from continuing operations 6,290 5,034 2,066<br />

Profit for the year from discontinued operations 9 2,559 3,138 2,181<br />

Profit for the year 8,849 8,172 4,247<br />

Attributable to:<br />

Equity holders of <strong>Telkom</strong> 8,646 7,975 4,170<br />

Minority interest 203 197 77<br />

8,849 8,172 4,247<br />

Total operations<br />

Basic earnings per share (cents) 10 1,681.0 1,565.0 832.8<br />

Diluted earnings per share (cents) 10 1,676.3 1,546.9 819.6<br />

Dividend per share (cents) 10 900.0 1,100.0 660.0<br />

Continuing operations<br />

Basic earnings per share (cents) 10 1,204.7 963.7 407.4<br />

Diluted earnings per share (cents) 10 1,201.3 952.6 401.0<br />

* The amounts have been restated for the effect of the discontinued operation and disposal groups held for sale as disclosed in note 9.


Consolidated balance sheet<br />

at March 31, 2009<br />

<strong>Telkom</strong> Annual Report 2009 143<br />

2007 2008 2009<br />

Notes Rm Rm Rm<br />

ASSETS<br />

Non-current assets 48,770 57,763 51,010<br />

Property, plant and equipment 11 41,254 46,815 41,418<br />

Intangible assets 12 5,111 8,468 7,232<br />

Investments 14 1,384 1,448 1,383<br />

Deferred expenses 15 270 221 55<br />

Finance lease receivables 16 158 206 166<br />

Deferred taxation 17 593 605 756<br />

Current assets 10,376 12,609 11,287<br />

Short-term investments 14 77 51 –<br />

Inventories 18 1,093 1,287 1,974<br />

Income taxation receivable 34 520 9 91<br />

Current portion of deferred expenses 15 287 362 –<br />

Current portion of finance lease receivables 16 88 166 109<br />

Trade and other receivables 19 7,303 8,986 5,980<br />

Other financial assets 20 259 614 1,202<br />

Cash and cash equivalents 21 749 1,134 1,931<br />

Assets of disposal groups classified as held for sale 9 – – 23,482<br />

Total assets 59,146 70,372 85,779<br />

EQUITY AND LIABILITIES<br />

Equity attributable to equity holders of <strong>Telkom</strong> 31,724 32,815 36,253<br />

Share capital 22 5,329 5,208 5,208<br />

Treasury share reserve 23 (1,774) (1,638) (1,517)<br />

Share-based compensation reserve 24 257 643 1,076<br />

Non-distributable reserves 25 1,413 1,292 1,758<br />

Retained earnings 26 26,499 27,310 28,852<br />

Reserves of disposal groups classified as held for sale 9 – – 876<br />

Minority interest 27 284 522 853<br />

Total equity 32,008 33,337 37,106<br />

Non-current liabilities 8,554 15,104 15,348<br />

Interest-bearing debt 28 4,338 9,403 10,653<br />

Other financial liabilities 20 36 919 –<br />

Provisions 29 1,443 1,675 1,875<br />

Deferred revenue 15 1,021 1,128 997<br />

Deferred taxation 17 1,716 1,979 1,823<br />

Current liabilities 18,584 21,931 17,452<br />

Trade and other payables 31 7,237 8,771 5,538<br />

Shareholders for dividend 35 15 20 23<br />

Current portion of interest-bearing debt 28 6,026 6,330 7,622<br />

Current portion of provisions 29 2,095 2,181 2,150<br />

Current portion of deferred revenue 15 1,983 2,593 1,714<br />

Income taxation payable 34 594 323 50<br />

Other financial liabilities 20 193 371 228<br />

Credit facilities utilised 21 441 1,342 127<br />

Liabilities of disposal groups classified as held for sale 9 – – 15,873<br />

Total liabilities 27,138 37,035 48,673<br />

Total equity and liabilities 59,146 70,372 85,779


144<br />

<strong>Telkom</strong> Annual Report 2009<br />

Consolidated statement of changes in equity<br />

for the three years ended March 31, 2009<br />

Attributable to equity holders of <strong>Telkom</strong><br />

Sharebased<br />

Discon-<br />

Treasury compen- Non-distri- tinued<br />

Share Share share sation butable Retained opera- Minority Total<br />

capital premium reserve reserve reserves earnings tions Total interest equity<br />

Rm Rm Rm Rm Rm Rm Rm Rm Rm Rm<br />

Balance at April 1, 2006 5,449 1,342 (1,809) 151 1,128 22,904 – 29,165 301 29,466<br />

Total income and expense for the year 46 8,646 – 8,692 217 8,909<br />

Profit for the year<br />

Foreign currency translation reserve<br />

– 8,646 – 8,646 203 8,849<br />

(net of taxation of R4 million) (refer to note 25) 46 – – 46 14 60<br />

Dividend declared (refer to note 35)<br />

Transfer to non-distributable reserves<br />

– (4,678) – (4,678) (166) (4,844)<br />

(refer to note 25)<br />

Shares vested and re-issued<br />

239 (239) – – – –<br />

(refer to note 24)<br />

Increase in share-based compensation<br />

35 (35) – – – – – –<br />

reserve (refer to note 24)<br />

Acquisition of subsidiaries and minorities<br />

– 141 – – – 141 – 141<br />

(refer to note 36)<br />

Shares bought back and cancelled<br />

– – – – – – (68) (68)<br />

(refer to note 22) (120) (1,342) – – – (134) – (1,596) (1,596)<br />

Balance at March 31, 2007 5,329 – (1,774) 257 1,413 26,499 – 31,724 284 32,008<br />

Total income and expense for the year 529 7,975 – 8,504 226 8,730<br />

Profit for the year<br />

Revaluation of available-for-sale<br />

– 7,975 – 7,975 197 8,172<br />

investment (net of taxation of R1 million)<br />

Foreign currency translation reserve<br />

8 – – 8 – 8<br />

(net of taxation of R6 million) (refer to note 25) 521 – – 521 29 550<br />

Dividend declared (refer to note 35)<br />

Transfer to non-distributable reserves<br />

– (5,627) – (5,627) (65) (5,692)<br />

(refer to note 25)<br />

Increase in share-based compensation<br />

11 (11) – – – –<br />

reserve (refer to note 24)<br />

Shares vested and re-issued<br />

522 – – – 522 – 522<br />

(refer to note 24)<br />

Acquisition of subsidiaries and<br />

136 (136) – – – – – –<br />

minorities (refer to note 36)<br />

Shares bought back and cancelled<br />

– – – – – – 77 77<br />

(refer to note 22) (121) – – – (1,526) – (1,647) – (1,647)<br />

Minority put option – – – – (661) – – (661) – (661)<br />

Balance at March 31, 2008 5,208 – (1,638) 643 1,292 27,310 – 32,815 522 33,337<br />

Discontinued operations (4) – 4 – – –<br />

Total income and expense for the year (181) 4,171 181 4,171 93 4,264<br />

Profit for the year<br />

Revaluation of available-for-sale<br />

– 4,171 – 4,171 77 4,248<br />

investment (net of taxation of R1 million)<br />

Foreign currency translation reserve<br />

– – (8) (8) – (8)<br />

(net of taxation of R6 million) (refer to note 25) (181) – 189 8 16 24<br />

Dividend declared (refer to note 35)<br />

Transfer to non-distributable reserves<br />

– (3,306) – (3,306) (33) (3,339)<br />

(refer to note 25)<br />

Increase in share-based compensation<br />

(10) 10 – – – –<br />

reserve (refer to note 24) 554 – – – 554 – 554<br />

Shares vested and re-issued (refer to note 24) 121 (121) – – – – – –<br />

Acquisition of subsidiaries and minorities<br />

Shares bought back and cancelled<br />

– – – 667 – 667 – 667<br />

(refer to note 22) – – – – – – – –<br />

Minority put option<br />

Broad-based black economic<br />

– – 661 – – 661 – 661<br />

empowerment transaction in Vodacom – – – – 691 691 271 962<br />

Balance at March 31, 2009 5,208 – (1,517) 1,076 1,758 28,852 876 36,253 853 37,106


Consolidated cash flow statement<br />

for the three years ended March 31, 2009<br />

<strong>Telkom</strong> Annual Report 2009 145<br />

2007 2008 2009<br />

Notes Rm Rm Rm<br />

Cash flows from operating activities 9,356 10,603 11,432<br />

Cash receipts from customers 50,979 55,627 61,302<br />

Cash paid to suppliers and employees (30,459) (34,371) (40,908)<br />

Cash generated from operations 32 20,520 21,256 20,394<br />

Interest received 422 433 485<br />

Dividends received 6 3 – –<br />

Finance charges paid 33 (1,115) (1,077) (2,164)<br />

Taxation paid 34 (5,690) (4,277) (3,947)<br />

Cash generated from operations before dividend paid 14,140 16,335 14,768<br />

Dividend paid 35 (4,784) (5,732) (3,336)<br />

Cash flows from investing activities (10,412) (14,106) (17,005)<br />

Proceeds on disposal of property, plant and equipment and<br />

intangible assets 54 169 43<br />

Proceeds on disposal of investments 77 8 –<br />

Additions to property, plant and equipment and intangible assets (10,037) (11,657) (13,191)<br />

Acquisition of subsidiaries and minority interest (445) (2,462) (3,778)<br />

Additions to other investments (61) (164) (79)<br />

Cash flows from financing activities (2,920) 2,943 7,093<br />

Loans raised 5,624 23,877 18,168<br />

Loans repaid (6,922) (19,315) (10,212)<br />

Shares bought back and cancelled (1,596) (1,647) –<br />

Finance lease obligation repaid (37) (61) (136)<br />

Decrease/(increase) in net financial assets 11 89 (727)<br />

Net (decrease)/increase in cash and cash equivalents (3,976) (560) 1,520<br />

Net cash and cash equivalents at beginning of the year 4,255 308 (208)<br />

Effect of foreign exchange rate differences 29 44 (30)<br />

Net cash and cash equivalents at end of the year 21 308 (208) 1,282


146<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the consolidated annual financial statements<br />

for the three years ended March 31, 2009<br />

1. CORPORATE INFORMATION<br />

<strong>Telkom</strong> SA Limited (<strong>Telkom</strong>) is a company incorporated and<br />

domiciled in the Republic of South Africa (South Africa)<br />

whose shares are publicly traded. The main objective of <strong>Telkom</strong>,<br />

its subsidiaries and joint ventures (the Group) is to supply<br />

telecommunication, broadcasting, multimedia, technology,<br />

information and other related information technology services to<br />

the general public, as well as mobile communication services<br />

through the Vodacom Group (Proprietary) Limited (Vodacom) in<br />

South Africa and certain other African countries. The principal<br />

activities of the Group include:<br />

• fixed-line subscription and connection services to post-paid,<br />

prepaid and private payphone customers using PSTN<br />

(‘Public Switched Telephone Network’) lines, including ISDN<br />

(‘Integrated Services Digital Network’) lines, and the sale of<br />

subscription based value-added voice services and customer<br />

premises equipment rental and sales;<br />

• fixed-line traffic services to post-paid, prepaid and payphone<br />

customers, including local, long distance, fixed-to-mobile,<br />

international outgoing and international voice-over-internet<br />

protocol traffic services;<br />

• interconnection services, including terminating and transiting<br />

traffic from South African mobile operators, as well as from<br />

international operators and transiting traffic from mobile to<br />

international destinations;<br />

• fixed-line data and internet services, including domestic and<br />

international data transmission services, such as point-to-point<br />

leased lines, ADSL (Asymmetrical Digital Subscriber Line)<br />

services, packet-based services, managed data networking<br />

services and internet access and related information<br />

technology services;<br />

• e-commerce, including internet access service provider,<br />

application provider, hosting, data storage, e-mail and<br />

security services;<br />

• W-CDMA (Wideband Code Division Multiple Access), a<br />

3G next generation network, including fixed voice services,<br />

data services and nomadic voice services; and<br />

• other services including directory services, through Trudon<br />

(Proprietary) Limited (formerly trading as TDS Directory<br />

Operations (Proprietary) Limited), wireless data services,<br />

through Swiftnet (Proprietary) Limited, television media<br />

services, through <strong>Telkom</strong> Media Group, internet services<br />

outside South Africa, through Africa Online Limited and<br />

information, communication and telecommunication<br />

operating services in Nigeria, through Multi-Links<br />

Telecommunications Limited.<br />

Mobile communications services, wireless data services and<br />

television media services through Vodacom, Swiftnet and <strong>Telkom</strong><br />

Media Group respectively have been classified as disposal<br />

groups held for sale and discontinued operations.<br />

2. SIGNIFICANT ACCOUNTING POLICIES<br />

Basis of preparation<br />

The consolidated annual financial statements comply with<br />

the International Financial Reporting Standards (IFRS) of the<br />

International Accounting Standards Board (IASB) and the<br />

Companies Act of South Africa, 1973.<br />

The financial statements are prepared on the historical cost<br />

basis, with the exception of certain financial instruments which<br />

are measured at fair value and share-based payments which are<br />

measured at grant date fair value.<br />

Details of the Group’s significant accounting policies are set out<br />

below, and are consistent with those applied in the previous<br />

financial year except for the following:<br />

The Group has adopted certain amendments to IAS39 and<br />

IFRS7, and adopted IFRIC12 and IFRIC14 which are<br />

applicable for annual periods on or after January 1, 2008.<br />

The principal effects of these changes are discussed below.<br />

Adoption of amendments to standards and new<br />

interpretation<br />

IAS39 Financial Instruments: Recognition and Measurement<br />

and IFRS7 Financial Instruments: Disclosures –<br />

Reclassification of Financial Assets (amended)<br />

The amendments, which are effective on or after July 1, 2008,<br />

permit an entity to reclassify non-derivative financial assets (other<br />

than those designated at fair value through profit or loss by the<br />

entity upon initial recognition) out of the fair value through profit<br />

or loss category in particular circumstances. The amendments<br />

also permit an entity to transfer from the available-for-sale<br />

category to the loans and receivables category a financial asset<br />

that would have met the definition of loans and receivables<br />

(if the financial asset had not been designated as available-forsale),<br />

if the entity has the intention and ability to hold that<br />

financial asset for the foreseeable future. The amendments do<br />

not have an impact on the consolidated annual financial<br />

statements.<br />

IFRIC12 Service Concession Arrangements<br />

The interpretation, which is effective for annual periods<br />

beginning on or after January 1, 2008, sets out general<br />

principles on recognising and measuring the obligations and<br />

related rights in service concession arrangements from an<br />

operator’s perspective. The interpretation does not have an<br />

impact on the consolidated annual financial statements.


2. SIGNIFICANT ACCOUNTING POLICIES (continued)<br />

Adoption of amendments to standards and new<br />

interpretation (continued)<br />

IFRIC14 The Limit on a Defined Benefit Asset, Minimum<br />

Funding Requirements and their Interaction<br />

The interpretation, which is effective for annual periods<br />

beginning on or after January 1, 2008, provides guidance on<br />

assessing the limit in IAS19 on the amount of the surplus that can<br />

be recognised as an asset. It also explains how the pension<br />

asset or liability may be affected by a statutory or contractual<br />

minimum funding requirement. The interpretation does not have<br />

any impact on the consolidated annual financial statements, as<br />

the Group is not subject to minimum funding requirements.<br />

Significant accounting judgements, estimates and<br />

assumptions<br />

The preparation of financial statements requires the use of<br />

estimates and assumptions that affect the reported amounts<br />

of assets and liabilities and disclosure of contingent assets and<br />

liabilities at the date of the financial statements and the reported<br />

amounts of revenue and expenses during the reporting periods.<br />

Although these estimates and assumptions are based on<br />

management’s best knowledge of current events and actions that<br />

the Group may undertake in the future, actual results may<br />

ultimately differ from those estimates and assumptions.<br />

The presentation of the results of operations, financial position<br />

and cash flows in the financial statements of the Group is<br />

dependent upon and sensitive to the accounting policies,<br />

assumptions and estimates that are used as a basis for the<br />

preparation of these financial statements. Management has<br />

made certain judgements in the process of applying the Group’s<br />

accounting policies. These, together with the key estimates and<br />

assumptions concerning the future, and other key sources of<br />

estimation uncertainty at the balance sheet date, are as follows:<br />

Revenue recognition<br />

To reflect the substance of each transaction, revenue recognition<br />

criteria are applied to each separately identifiable component<br />

of a transaction as disclosed in note 3. In order to account for<br />

multiple-element revenue arrangements in developing its<br />

accounting policies, the Group considered the guidance<br />

contained in the United States Financial Accounting Standards<br />

Board (’FASB’) Emerging Issues Task Force No 00-21 Revenue<br />

Arrangements with Multiple Deliverables. Judgement is required<br />

to separate those revenue arrangements that contain the delivery<br />

of bundled products or services into individual units of<br />

accounting, each with its own earnings process, when the<br />

delivered item has stand-alone value and the undelivered item<br />

has fair value. Further judgement is required to determine the<br />

relative fair values of each separate unit of accounting to be<br />

allocated to the total arrangement consideration. Changes in<br />

<strong>Telkom</strong> Annual Report 2009 147<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

the relative fair values could affect the allocation of arrangement<br />

consideration between the various revenue streams.<br />

Judgement is also required to determine the expected customer<br />

relationship period. Any changes in these assessments may<br />

have a significant impact on revenue and deferred revenue.<br />

Property, plant and equipment and intangible assets<br />

The useful lives of assets are based on management’s<br />

estimation. Management considers the impact of changes in<br />

technology, customer service requirements, availability of<br />

capital funding and required return on assets and equity to<br />

determine the optimum useful life expectation for each of the<br />

individual categories of property, plant and equipment and<br />

intangible assets. Due to the rapid technological advancement<br />

in the telecommunications industry as well as <strong>Telkom</strong>’s plan to<br />

migrate to a next generation network over the next few years,<br />

the estimation of useful lives could differ significantly on an<br />

annual basis due to unexpected changes in the roll-out strategy.<br />

The impact of the change in the expected useful life of property,<br />

plant and equipment is described more fully in note 5.6.<br />

The estimation of residual values of assets is also based on<br />

management’s judgement whether the assets will be sold<br />

or used to the end of their useful lives and what their condition<br />

will be like at that time.<br />

For intangible assets that incorporate both a tangible and an<br />

intangible portion, management uses judgement to assess which<br />

element is more significant to determine whether it should be<br />

treated as property, plant and equipment or intangible assets.<br />

Asset retirement obligations<br />

Management judgement is exercised when determining whether<br />

an asset retirement obligation exists, and in determining the<br />

present value of expected future cash flows and discount rate<br />

when the obligation to dismantle or restore the site arises, as<br />

well as the estimated useful life of the related asset.<br />

Impairments of property, plant and equipment and<br />

intangible assets<br />

Management is required to make judgements concerning<br />

the cause, timing and amount of impairment as indicated on<br />

notes 11 and 12. In the identification of impairment indicators,<br />

management considers the impact of changes in current<br />

competitive conditions, cost of capital, availability of funding,<br />

technological obsolescence, discontinuance of services and<br />

other circumstances that could indicate that an impairment<br />

exists. The Group applies the impairment assessment to its<br />

separate cash-generating units. This requires management to<br />

make significant judgements concerning the existence of<br />

impairment indicators, identification of separate cash-generating<br />

units, remaining useful lives of assets and estimates of projected


148<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

2. SIGNIFICANT ACCOUNTING POLICIES (continued)<br />

Significant accounting judgements, estimates and<br />

assumptions (continued)<br />

Impairments of property, plant and equipment and<br />

intangible assets (continued)<br />

cash flows and fair value less costs to sell. Management<br />

judgement is also required when assessing whether a previously<br />

recognised impairment loss should be reversed.<br />

Where impairment indicators exist, the determination of<br />

the recoverable amount of a cash-generating unit requires<br />

management to make assumptions to determine the fair value<br />

less costs to sell and value in use. Key assumptions on which<br />

management has based its determination of fair value less costs<br />

to sell include the existence of binding sale agreements, and for<br />

the determination of value in use include the weighted average<br />

cost of capital, projected revenues, gross margins, average<br />

revenue per customer, capital expenditure, expected customer<br />

bases and market share. The judgements, assumptions and<br />

methodologies used can have a material impact on the fair<br />

value and ultimately the amount of any impairment.<br />

Impairment of other financial assets<br />

At each balance sheet date management assesses whether<br />

there are indicators of impairment of financial assets, including<br />

equity investments. If such evidence exists, the estimated present<br />

value of the future cash flows of that asset is determined.<br />

Management judgement is required when determining the<br />

expected future cash flows. To determine whether any decline in<br />

fair value in available-for-sale investments is significant or<br />

prolonged, reliance is placed on an assessment by<br />

management. In measuring impairments, quoted market prices<br />

are used, if available, or projected business plan information<br />

from the investee is used for those financial assets not carried at<br />

fair value.<br />

Impairment of receivables<br />

An impairment is recognised on trade receivables that are<br />

assessed to be impaired (refer to notes 13 and 19). The<br />

impairment is based on an assessment of the extent to which<br />

customers have defaulted on payments already due and an<br />

assessment on their ability to make payments based on their<br />

credit worthiness and historical write-offs experience. Should the<br />

assumptions regarding the financial condition of the customer<br />

change, actual write-offs could differ significantly from the<br />

impaired amount.<br />

Leases<br />

The determination of whether an arrangement is, or contains a<br />

lease is based on whether, at the date of inception, the fulfilment<br />

of the arrangement is dependent on the use of a specific asset<br />

or assets or the arrangement conveys a right to use the asset as<br />

set out in notes 16 and 38.<br />

Leases in which a significant portion of the risks and rewards of<br />

ownership are retained by the lessor are classified as operating<br />

leases. Payments made under operating leases (net of any<br />

incentives received from the lessor) are charged to the income<br />

statement on a straight-line basis over the period of the lease.<br />

A lease is classified as a finance lease if it transfers substantially<br />

all the risks and rewards incidental to ownership.<br />

Deferred taxation asset<br />

Management judgement is exercised when determining the<br />

probability of future taxable profits which will determine whether<br />

deferred taxation assets should be recognised or derecognised.<br />

The realisation of deferred taxation assets will depend on<br />

whether it is possible to generate sufficient taxable income,<br />

taking into account any legal restrictions on the length and<br />

nature of the taxation asset. When deciding whether to<br />

recognise unutilised taxation credits, management needs to<br />

determine the extent that the future obligation is likely to be<br />

available for set-off. In the event that the assessment of the future<br />

obligation and future utilisation changes, the change in the<br />

recognised deferred taxation asset must be recognised in profit<br />

or loss.<br />

Taxation<br />

The taxation rules and regulations in South Africa as well as the<br />

other African countries within which the Group operates are<br />

highly complex and subject to interpretation. Additionally, for<br />

the foreseeable future, management expects South African<br />

taxation laws to further develop through changes in South<br />

Africa’s existing taxation structure as well as clarification of the<br />

existing taxation laws through published interpretations and the<br />

resolution of actual taxation cases. Refer to notes 8 and 17.<br />

Management has made a judgement that all outstanding<br />

taxation credits relating to secondary taxation on companies<br />

(STC) will be available for utilisation before the taxation regime<br />

from STC to withholding taxation change is effective.<br />

The growth of the Group, following its geographical expansion<br />

into other African countries over the past few years, has made<br />

the estimation and judgement required in recognising and<br />

measuring deferred taxation balances more challenging. The<br />

resolution of taxation issues is not always within the control of<br />

the Group and it is often dependent on the efficiency of the<br />

legal processes in the relevant taxation jurisdictions in which<br />

the Group operates. Issues can, and often do, take many years<br />

to resolve. Payments in respect of taxation liabilities for an<br />

accounting period result from payments on account and on the<br />

final resolution of open items. As a result there can be substantial<br />

differences between the taxation charge in the consolidated<br />

income statement and the current taxation payments.


2. SIGNIFICANT ACCOUNTING POLICIES (continued)<br />

Significant accounting judgements, estimates and<br />

assumptions (continued)<br />

Taxation (continued)<br />

Group entities are regularly subject to evaluation, by the relevant<br />

taxation authorities, of their historical taxation filings and in<br />

connection with such reviews, disputes can arise with the taxation<br />

authorities over the interpretation or application of certain taxation<br />

rules to the business of the relevant Group entities. These disputes<br />

may not necessarily be resolved in a manner that is favourable for<br />

the Group. Additionally the resolution of the disputes could result in<br />

an obligation for the Group that exceeds management’s estimate.<br />

The Group has historically filed, and continues to file, all required<br />

income taxation returns. Management believes that the principles<br />

applied in determining the Group’s taxation obligations are<br />

consistent with the principles and interpretations of the relevant<br />

countries’ taxation laws.<br />

Deferred taxation rate<br />

Management makes judgements on the taxation rate applicable<br />

based on the Group’s expectations at balance sheet date on<br />

how the asset is expected to be recovered or the liability is<br />

expected to be settled.<br />

Employee benefits<br />

The Group provides defined benefit plans for certain postemployment<br />

benefits. The Group’s net obligation in respect of<br />

defined benefits is calculated separately for each plan by<br />

estimating the amount of future benefits earned in return for<br />

services rendered. The obligation and assets related to each of<br />

the post-retirement benefits are determined through an actuarial<br />

valuation. The actuarial valuation relies heavily on assumptions<br />

as disclosed in note 30. The assumptions determined by<br />

management make use of information obtained from the<br />

Group’s employment agreements with staff and pensioners,<br />

market related returns on similar investments, market related<br />

discount rates and other available information. The assumptions<br />

concerning the expected return on assets and expected change<br />

in liabilities are determined on a uniform basis, considering<br />

long-term historical returns and future estimates of returns and<br />

medical inflation expectations. In the event that further changes<br />

in assumptions are required, the future amounts of postemployment<br />

benefits may be affected materially.<br />

The discount rate reflects the average timing of the estimated<br />

defined benefit payments. The discount rate is based on longterm<br />

South African government bonds with the longest maturity<br />

period as reported by the Bond Exchange of South Africa.<br />

The discount rate is expected to follow the trend of inflation.<br />

The overall expected rate of return on assets is determined<br />

based on the market prices prevailing at that date, applicable<br />

to the period over which the obligation is to be settled.<br />

<strong>Telkom</strong> Annual Report 2009 149<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

<strong>Telkom</strong> provides equity compensation in the form of the <strong>Telkom</strong><br />

Conditional Share Plan to its employees. The related expense<br />

and reserve are determined through an actuarial valuation<br />

which relies heavily on assumptions. The assumptions include<br />

employee turnover percentages and whether specified<br />

performance criteria will be met. Changes to these assumptions<br />

could affect the amount of expense ultimately recognised in the<br />

financial statements. An actuarial valuation relies heavily on the<br />

actual plan experience assumptions as disclosed in note 30.<br />

Provisions and contingent liabilities<br />

Management judgement is required when recognising and<br />

measuring provisions and when measuring contingent liabilities as<br />

set out in notes 29 and 39 respectively. The probability that an<br />

outflow of economic resources will be required to settle the<br />

obligation must be assessed and a reliable estimate must be made<br />

of the amount of the obligation. Provisions are discounted where<br />

the effect of discounting is material based on management’s<br />

judgement. The discount rate used is the rate that reflects current<br />

market assessments of the time value of money and, where<br />

appropriate, the risks specific to the liability, all of which requires<br />

management judgement. The Group is required to recognise<br />

provisions for claims arising from litigation when the occurrence of<br />

the claim is probable and the amount of the loss can be reasonably<br />

estimated. Liabilities provided for legal matters require judgements<br />

regarding projected outcomes and ranges of losses based on<br />

historical experience and recommendations of legal counsel.<br />

Litigation is however unpredictable and actual costs incurred could<br />

differ materially from those estimated at the balance sheet date.<br />

Held-to-maturity financial assets<br />

Management has reviewed the Group’s held-to-maturity<br />

financial assets in the light of its capital management and<br />

liquidity requirements and has confirmed the Group’s positive<br />

intention and ability to hold those assets to maturity.<br />

Summary of significant accounting policies<br />

Basis of consolidation<br />

The consolidated financial statements incorporate the financial<br />

statements of <strong>Telkom</strong> and entities (including special purpose<br />

entities) controlled by <strong>Telkom</strong>, its subsidiaries, as well as its joint<br />

ventures and associates. Control is achieved where <strong>Telkom</strong> has<br />

the power to govern the financial and operating policies of an<br />

investee entity so as to obtain benefits from its activities. Joint<br />

ventures are those enterprises over which the Group exercises<br />

joint control in terms of a contractual agreement. Joint ventures<br />

are proportionately consolidated. Associates are those entities<br />

over which the Group has significant influence and that are<br />

neither subsidiaries nor joint ventures. Associates are equity<br />

accounted. Significant influence exists when the Group has the<br />

power to participate in the financial and operating policy<br />

decisions of these entities, but does not have control or joint<br />

control over those policies.


150<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

2. SIGNIFICANT ACCOUNTING POLICIES (continued)<br />

Summary of significant accounting policies (continued)<br />

Basis of consolidation (continued)<br />

The results of subsidiaries acquired or disposed of during the<br />

year are included in the income statement from the effective date<br />

of acquisition and up to the effective date of disposal, as<br />

appropriate.<br />

Where necessary, adjustments are made to the financial<br />

statements of subsidiaries, joint ventures and associates to bring<br />

the accounting policies used in line with those used by the<br />

Group.<br />

Inter-company transactions, balances and unrealised gains on<br />

transactions between Group companies are eliminated.<br />

Unrealised profit or losses are also eliminated.<br />

The Group applies a policy of treating transactions with minority<br />

interests as transactions with parties external to the Group.<br />

Disposals to minority interests result in gains and losses for the<br />

Group and are recorded in the income statement. Acquisition of<br />

minority interests results in goodwill, being the difference<br />

between any consideration paid and the relevant share<br />

acquired of the carrying value of net assets of the subsidiary.<br />

Business combinations<br />

The purchase method of accounting is used to account for the<br />

acquisition of subsidiaries by the Group. The cost of an<br />

acquisition is measured as the fair value of the assets given,<br />

equity instruments issued and liabilities incurred or assumed at<br />

the date of exchange, plus costs directly attributable to the<br />

acquisition. Identifiable assets acquired and liabilities and<br />

contingent liabilities assumed in a business combination are<br />

measured initially at their fair values at the acquisition date,<br />

irrespective of the extent of any minority interest. The excess<br />

of the cost of acquisition over the fair value of the Group’s share<br />

of the identifiable net assets acquired is recorded as goodwill.<br />

If the cost of acquisition is less than the fair value of the net<br />

assets of the subsidiary acquired, the difference is recognised<br />

directly in the income statement.<br />

Operating revenue<br />

The Group provides fixed-line communication services, mobile<br />

communication services and other services. Other includes<br />

data services, directory services and communication related<br />

products. The Group provides such services to business,<br />

residential, payphone and mobile customers. Revenue<br />

represents the fair value of fixed or determinable consideration<br />

that has been received or is receivable.<br />

Revenue for services is measured at amounts invoiced to<br />

customers and excludes Value Added Taxation.<br />

Revenue is recognised when there is evidence of an<br />

arrangement, collectability is reasonably assured, and the<br />

delivery of the product or service has occurred. In certain<br />

circumstances revenue is split into separately identifiable<br />

components and recognised when the related components are<br />

delivered in order to reflect the substance of the transaction.<br />

The value of components is determined using verifiable<br />

objective evidence. The Group does not provide customers with<br />

the right to a refund.<br />

Fixed-line and other<br />

Subscriptions, connections and other usage<br />

The Group provides telephone and data communication<br />

services under post-paid and prepaid payment arrangements.<br />

Revenue includes fees for installation and activation, which are<br />

deferred over the expected customer relationship period. Costs<br />

incurred on first time installations that form an integral part of<br />

the network are capitalised and depreciated over the expected<br />

average customer relationship period. All other installation and<br />

activation costs are expensed as incurred.<br />

Post-paid and prepaid service arrangements include<br />

subscription fees, typically monthly fees, which are recognised<br />

over the subscription period.<br />

Revenue related to sale of communication equipment, products<br />

and value-added services is recognised upon delivery and<br />

acceptance of the product or service by the customer.<br />

Traffic (domestic, fixed-to-mobile and international)<br />

Prepaid<br />

Prepaid traffic service revenue collected in advance is deferred<br />

and recognised based on actual usage or upon expiration of<br />

the usage period, whichever comes first. The terms and<br />

conditions of certain prepaid products allow the carry over of<br />

unused minutes. Revenue related to the carry over of unused<br />

minutes is deferred until usage or expiration.<br />

Payphones<br />

Payphone service coin revenue is recognised when the service<br />

is provided.<br />

Payphone service card revenue collected in advance is deferred<br />

and recognised based on actual usage or upon expiration of<br />

the usage period, whichever comes first.<br />

Post-paid<br />

Revenue related to local, long distance, network-to-network,<br />

roaming and international call connection services is recognised<br />

when the call is placed or the connection provided.<br />

Interconnection<br />

Interconnection revenue for call termination, call transit, and<br />

network usage is recognised as the traffic flow occurs.


2. SIGNIFICANT ACCOUNTING POLICIES (continued)<br />

Summary of significant accounting policies (continued)<br />

Fixed-line and other (continued)<br />

Data<br />

The Group provides data communication services under postpaid<br />

and prepaid payment arrangements. Revenue includes fees<br />

for installation and activation, which are deferred over the<br />

expected average customer relationship period. Costs incurred<br />

on first time installations that form an integral part of the network<br />

are capitalised and depreciated over the life of the expected<br />

average customer relationship period. All other installation and<br />

activation costs are expensed as incurred. Post-paid and prepaid<br />

service arrangements include subscription fees, typically monthly<br />

fees, which are recognised over the subscription period.<br />

Directory services<br />

Included in other are directory services. Revenue is recognised<br />

when printed directories are released for distribution, as the<br />

significant risks and rewards of ownership have been transferred<br />

to the buyer. Electronic directories’ revenue is recognised on a<br />

monthly basis, as earned.<br />

Sundry revenue<br />

Sundry revenue is recognised when the economic benefit flows<br />

to the Group and the earnings process is complete.<br />

Dealer incentives<br />

<strong>Telkom</strong> provides incentives to its retail payphone card distributors<br />

as trade discounts. Incentives are based on sales volume and<br />

value. Revenue for retail payphone cards is recorded as traffic<br />

revenue, net of these discounts as the cards are used.<br />

Mobile<br />

The Vodacom Group invoices its independent service providers<br />

for the revenue billed by them on behalf of the Group. The<br />

Group, within its contractual arrangements with its agents, pays<br />

them administrative fees. The Group receives in cash, the net<br />

amount equal to the gross revenue earned less the administrative<br />

fees payable to the agents.<br />

Contract products<br />

Contract products that may include deliverables such as a<br />

handset and 24-month service are defined as arrangements<br />

with multiple deliverables. The arrangement consideration is<br />

allocated to each deliverable, based on the fair value of each<br />

deliverable on a stand-alone basis as a percentage of the<br />

aggregated fair value of the individual deliverables. Revenue<br />

allocated to the identified deliverables in each revenue<br />

arrangement and the cost applicable to these identified<br />

deliverables are recognised based on the same recognition<br />

criteria of the individual deliverable at the time the product or<br />

service is delivered.<br />

<strong>Telkom</strong> Annual Report 2009 151<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

Vodacom revenue from the handset is recognised when the<br />

product is delivered limited to the amount of cash received.<br />

Monthly service revenue received from the customer is recognised<br />

in the period in which the service is delivered. Airtime revenue is<br />

recognised on the usage basis. The terms and conditions of the<br />

bundled airtime products, where applicable, allow the carry over<br />

of unused airtime. The unused airtime is deferred in full. Deferred<br />

revenue related to unused airtime is recognised when utilised by<br />

the customer. Upon termination of the customer contract, all<br />

deferred revenue for unused airtime is recognised in revenue.<br />

Prepaid products<br />

Prepaid products that may include deliverables such as a SIMcard<br />

and airtime are defined as arrangements with multiple<br />

deliverables. The arrangement consideration is allocated to<br />

each deliverable, based on the fair value of each deliverable<br />

on a stand-alone basis as a percentage of the aggregated fair<br />

value of the individual deliverables. Revenue allocated to the<br />

identified deliverables in each revenue arrangement and the<br />

cost applicable to these identified deliverables are recognised<br />

based on the same recognition criteria of the individual<br />

deliverable at the time the product or service is delivered.<br />

• Revenue from the SIM-card representing activation fees is<br />

recognised over the average useful life of a prepaid customer.<br />

• Airtime revenue is recognised on the usage basis. Unused<br />

airtime is deferred in full.<br />

• Deferred revenue related to unused airtime is recognised<br />

when utilised by the customer. Upon termination of the<br />

customer relationship, all deferred revenue for unused airtime<br />

is recognised in revenue.<br />

Upon purchase of an airtime voucher the customer receives the<br />

right to make outgoing voice and data calls to the value of the<br />

airtime voucher. Revenue is recognised as the customer utilises<br />

the voucher.<br />

Deferred revenue and costs related to unactivated starter packs<br />

which do not contain any expiry date, are recognised in the<br />

period when the probability of these starter packs being<br />

activated by a customer becomes remote. In this regard the<br />

Group applies a period of 36 months before these revenue and<br />

costs are released to the consolidated income statement.<br />

Data<br />

Revenue, net of discounts, from data services is recognised<br />

when the Group has performed the related service and<br />

depending on the nature of the service, is recognised either at<br />

the gross amounts billed to the customer or the amount<br />

receivable by the Group as commission for facilitating the<br />

service.


152<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

2. SIGNIFICANT ACCOUNTING POLICIES (continued)<br />

Summary of significant accounting policies (continued)<br />

Mobile (continued)<br />

Equipment sales<br />

All equipment sales are recognised only when delivery and<br />

acceptance has taken place. Equipment sales to third party<br />

service providers are recognised when delivery is accepted.<br />

No rights of return exist on sales to third party service providers.<br />

Mobile number portability<br />

Revenue transactions from mobile number portability are<br />

accounted for in terms of current business rules and revenue<br />

recognition policies above.<br />

Interest on debtors’ accounts<br />

Interest is raised on overdue accounts on an effective interest<br />

rate method and recognised in the income statement.<br />

Marketing<br />

Marketing costs are recognised as an expense when incurred.<br />

Incentives<br />

Incentives paid to service providers and dealers for products<br />

delivered to the customer are expensed as incurred. Incentives<br />

paid to service providers and dealers for services delivered are<br />

expensed in the period that the related revenue is recognised.<br />

Distribution incentives paid to service providers and dealers for<br />

exclusivity are deferred and expensed over the contractual<br />

relationship period.<br />

Investment income<br />

Dividends from investments are recognised on the date that the<br />

Group is entitled to the dividend. Interest is recognised on a time<br />

proportionate basis taking into account the principal amount<br />

outstanding and the effective interest rate.<br />

Taxation<br />

Current taxation<br />

The charge for current taxation is based on the results for the year<br />

and is adjusted for non-taxable income and non-deductible<br />

expenditure. Current taxation is measured at the amount expected<br />

to be paid to the taxation authorities, using taxation rates and<br />

laws that have been enacted or substantively enacted by the<br />

balance sheet date.<br />

Deferred taxation<br />

Deferred taxation is accounted for using the balance sheet<br />

liability method on all temporary differences at the balance<br />

sheet date between the taxation bases of assets and liabilities<br />

and their carrying amounts for financial reporting purposes.<br />

Deferred taxation is not provided on the initial recognition of<br />

assets or liabilities which is not a business combination and at the<br />

time of the transaction affects neither accounting nor taxable profit<br />

or loss.<br />

A deferred taxation asset is recognised to the extent that it is<br />

probable that future taxable profits will be available against<br />

which the associated unused taxation losses, unused taxation<br />

credits and deductible temporary differences can be utilised.<br />

The carrying amount of deferred taxation assets is reviewed at<br />

each balance sheet date and is reduced to the extent that it is<br />

no longer probable that the related taxation benefit will be<br />

realised. In respect of deductible temporary differences<br />

associated with investments in subsidiaries, associates and<br />

interest in joint ventures, deferred income taxation assets are<br />

recognised only to the extent that it is probable that temporary<br />

differences will reverse in the foreseeable future and taxable<br />

profit will be available against which temporary differences can<br />

be utilised.<br />

Deferred taxation relating to items recognised directly in equity<br />

is recognised in equity and not in the income statement.<br />

Deferred taxation assets and liabilities are measured at the<br />

taxation rates that are expected to apply to the period when the<br />

asset is realised or the liability is settled, based on taxation rates<br />

(and taxation laws) that have been enacted or substantively<br />

enacted by the balance sheet date. Deferred taxation assets and<br />

liabilities are not discounted.<br />

Deferred taxation assets and deferred taxation liabilities are<br />

offset, if a legally enforceable right exists to set off current<br />

taxation assets against current taxation liabilities and the<br />

deferred taxes relate to the same taxable entity and the same<br />

taxation authority.<br />

Exchange differences arising from the translation of foreign<br />

deferred taxation assets and liabilities of foreign entities where<br />

the functional currency is different to the local currency, are<br />

classified as a deferred taxation expense or income.<br />

Secondary taxation on companies<br />

Secondary taxation on companies (STC) is provided for at a<br />

rate of 10% (12.5% before October 1, 2007) on the amount<br />

by which dividends declared by the Group exceeds dividends<br />

received. Deferred taxation on unutilised STC credits is<br />

recognised to the extent that STC payable on future dividend<br />

payments is likely to be available for set-off.


2. SIGNIFICANT ACCOUNTING POLICIES (continued)<br />

Summary of significant accounting policies (continued)<br />

Property, plant and equipment<br />

At initial recognition acquired property, plant and equipment<br />

are recognised at their purchase price, including import duties<br />

and non-refundable purchase taxes, after deducting trade<br />

discounts and rebates. The recognised cost includes any directly<br />

attributable costs for preparing the asset for its intended use.<br />

The cost of an item of property, plant and equipment is<br />

recognised as an asset if it is probable that the future economic<br />

benefits associated with the item will flow to the Group and the<br />

cost of the item can be measured reliably.<br />

Property, plant and equipment is stated at historical cost less<br />

accumulated depreciation and any accumulated impairment<br />

losses. Each component of an item of property, plant and<br />

equipment with a cost that is significant in relation to the total<br />

cost of the item is depreciated separately. Depreciation is<br />

charged from the date the asset is available for use on a<br />

straight-line basis over the estimated useful life and ceases at the<br />

earlier of the date that the asset is classified as held for sale and<br />

the date the asset is derecognised. Idle assets continue to attract<br />

depreciation.<br />

The estimated useful life of individual assets and the<br />

depreciation method thereof are reviewed on an annual basis<br />

at balance sheet date. The depreciable amount is determined<br />

after taking into account the residual value of the asset. The<br />

residual value is the estimated amount that the Group would<br />

currently obtain from the disposal of the asset, after deducting<br />

the estimated cost of disposal, if the asset were already of the<br />

age and in the condition expected at the end of its useful life.<br />

The residual values of assets are reviewed on an annual basis<br />

at balance sheet date.<br />

Assets under construction represents freehold buildings, integral<br />

operating software, network and support equipment and<br />

includes all direct expenditure as well as related borrowing<br />

costs capitalised, but excludes the costs of abnormal amounts of<br />

waste material, labour or other resources incurred in the<br />

production of self-constructed assets.<br />

Freehold land is stated at cost and is not depreciated. Amounts<br />

paid by the Group on improvements to assets which are held in<br />

terms of operating lease agreements are depreciated on a<br />

straight-line basis over the shorter of the remaining useful life of<br />

the applicable asset or the remainder of the lease period.<br />

Where it is reasonably certain that the lease agreement will be<br />

renewed, the lease period equals the period of the initial<br />

agreement plus the renewal periods.<br />

<strong>Telkom</strong> Annual Report 2009 153<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

The estimated useful lives assigned to groups of property, plant<br />

and equipment are:<br />

Years<br />

Freehold buildings 15 to 50<br />

Leasehold buildings<br />

Network equipment<br />

7 to 50<br />

Cables 20 to 40<br />

Switching equipment 2 to 25<br />

Transmission equipment 3 to 18<br />

Other 1 to 20<br />

Support equipment 3 to 13<br />

Furniture and office equipment 2 to 25<br />

Data processing equipment and software 3 to 10<br />

Other 2 to 20<br />

An item of property, plant and equipment is derecognised upon<br />

disposal or when no future economic benefits are expected from<br />

its use or disposal. Any gain or loss arising on derecognition of<br />

the asset (calculated as the difference between the net disposal<br />

proceeds and the carrying amount of the asset) is included in<br />

the income statement in the year the asset is derecognised.<br />

Assets held under finance leases are depreciated over their<br />

expected useful lives on the same basis as owned assets or,<br />

where shorter, the term of the relevant lease if there is no<br />

reasonable certainty that the Group will obtain ownership by the<br />

end of the lease term.<br />

Intangible assets<br />

Goodwill<br />

Goodwill arising on the acquisition of a subsidiary is<br />

recognised as an asset at the date that control is acquired (the<br />

acquisition date). Goodwill is measured as the excess of the<br />

sum of the consideration transferred, the amount of any minority<br />

interest in the acquiree and the fair value of the acquirer’s<br />

previously-held equity interest (if any) in the entity over the net fair<br />

value of the identifiable net assets recognised.<br />

If, after reassessment, the Group’s interest in the net fair value of<br />

the acquiree’s identifiable net assets exceeds the sum of the<br />

consideration transferred, the amount of any minority interest in<br />

the acquiree and the fair value of the acquirer’s previously-held<br />

equity interest (if any), the excess is recognised immediately in<br />

profit or loss as a bargain purchase gain.<br />

Goodwill is not amortised, but is reviewed for impairment at<br />

least annually. Any impairment loss is recognised immediately in<br />

profit or loss and is not subsequently reversed.<br />

On disposal of a subsidiary, the attributable amount of goodwill<br />

is included in the determination of the profit or loss on disposal.


154<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

2. SIGNIFICANT ACCOUNTING POLICIES (continued)<br />

Intangible assets (continued)<br />

Licences, software, trademarks, copyrights and other<br />

At initial recognition acquired intangible assets are recognised<br />

at their purchase price, including import duties and nonrefundable<br />

purchase taxes, after deducting trade discounts and<br />

rebates. The recognised cost includes any directly attributable<br />

costs for preparing the asset for its intended use. Internally<br />

generated intangible assets are recognised at cost comprising<br />

all directly attributable costs necessary to create and prepare<br />

the asset to be capable of operating in the manner intended by<br />

management. Licences, software, trademarks, copyrights and<br />

other intangible assets are carried at cost less accumulated<br />

amortisation and any accumulated impairment losses.<br />

Amortisation commences when the intangible assets are<br />

available for their intended use and is recognised on a straightline<br />

basis over the assets’ expected useful lives. Amortisation<br />

ceases at the earlier of the date that the asset is classified as<br />

held for sale and the date that the asset is derecognised.<br />

The residual value of intangible assets is the estimated amount that<br />

the Group would currently obtain from the disposal of the asset,<br />

after deducting the estimated cost of disposal, if the asset were<br />

already of the age and in the condition expected at the end of its<br />

useful life. Due to the nature of the asset the residual value is<br />

assumed to be zero unless there is a commitment by a third party<br />

to purchase the asset at the end of its useful life or when there is an<br />

active market that is likely to exist at the end of the asset’s useful life,<br />

which can be used to estimate the residual values. The residual<br />

values of intangible assets, amortisation methods and their useful<br />

lives are reviewed on an annual basis at balance sheet date.<br />

Intangible assets with indefinite useful lives and intangible assets<br />

not yet available for use are tested for impairment annually<br />

either individually or at the cash-generating unit level. Such<br />

intangible assets are not amortised. The useful life of an<br />

intangible asset with an indefinite life is reviewed annually to<br />

determine whether indefinite life assessment continues to be<br />

supportable. If not, the change in the useful life assessment from<br />

indefinite to finite is made on a prospective basis.<br />

Assets under construction represents application and other nonintegral<br />

software and includes all direct expenditure as well as<br />

related borrowing costs capitalised, but excludes the costs of<br />

abnormal amounts of waste material, labour or other resources<br />

incurred in the production of self-constructed assets.<br />

Intangible assets are derecognised when they have been<br />

disposed of or when the asset is permanently withdrawn from<br />

use and no future economic benefit is expected from its<br />

disposal. Any gains or losses on the retirement or disposal of<br />

assets are recognised in the income statement in the year in<br />

which they arise.<br />

The expected useful lives assigned to intangible assets are:<br />

Years<br />

Licences 5 to 30<br />

Software 2 to 10<br />

Trademarks, copyrights and other 1 to 15<br />

Asset retirement obligations<br />

Asset retirement obligations related to property, plant and<br />

equipment and intangible assets are recognised at the present<br />

value of expected future cash flows when the obligation to<br />

dismantle or restore the site arises. The increase in the related<br />

asset’s carrying value is depreciated over its estimated useful<br />

life. The unwinding of the discount is included in finance<br />

charges and fair value movements. Changes in the<br />

measurement of an existing liability that result from changes in<br />

the estimated timing or amount of the outflow of resources<br />

required to settle the liability, or a change in the discount rate<br />

are accounted for as increases or decreases to the original cost<br />

of the recognised assets. If the amount deducted exceeds the<br />

carrying amount of the asset, the excess is recognised<br />

immediately in profit or loss.<br />

Non-current assets held for sale<br />

Non-current assets and disposal groups are classified as held<br />

for sale if their carrying amount will be recovered through a sale<br />

transaction rather than through continuing use. This condition is<br />

regarded as met only when the sale is highly probable and the<br />

asset (or disposal group) is available for immediate sale in its<br />

present condition. Management must be committed to the sale,<br />

which should be expected to qualify for recognition as a<br />

complete sale within one year from the date of classification and<br />

marketed at a reasonable value. Assets are no longer<br />

depreciated when they are classified into the category.<br />

If a non-current asset or disposal group is classified as held for<br />

sale, but the criteria for classification as held for sale are no<br />

longer met, the disclosure of such non-current asset or disposal<br />

group as held for sale is ceased. Where the disposal group<br />

was also classified as a discontinued operation, the subsequent<br />

classification as held for use also requires that the discontinued<br />

operation be included in continuing operations.<br />

Non-current assets (and disposal groups) classified as held for<br />

sale are measured at the lower of the assets’ previous carrying<br />

amount and fair value less cost to sell.


2. SIGNIFICANT ACCOUNTING POLICIES (continued)<br />

Summary of significant accounting policies (continued)<br />

Impairment of property, plant and equipment and<br />

intangible assets<br />

The Group regularly reviews its non-financial assets and cashgenerating<br />

units for any indication of impairment. When<br />

indicators, including changes in technology, market, economic,<br />

legal and operating environments occur and could result in<br />

changes of the asset’s or cash-generating unit’s estimated<br />

recoverable amount, an impairment test is performed.<br />

The recoverable amount of assets or cash-generating units is<br />

measured using the higher of the fair value less costs to sell and<br />

its value in use, which is the present value of projected cash<br />

flows covering the remaining useful lives of the assets.<br />

Impairment losses are recognised when the asset’s carrying<br />

value exceeds its estimated recoverable amount. Where<br />

applicable, the recoverable amount is determined for the cashgenerating<br />

unit to which the asset belongs.<br />

Previously recognised impairment losses, other than goodwill, are<br />

reviewed annually for any indication that it may no longer exist or<br />

may have decreased. If any such indication exists, the recoverable<br />

amount of the asset is estimated. Such impairment losses are<br />

reversed through the income statement if the recoverable amount<br />

has increased as a result of a change in the estimates used to<br />

determine the recoverable amount, but not to an amount higher<br />

than the carrying amount that would have been determined (net of<br />

depreciation or amortisation) had no impairment loss been<br />

recognised in prior years. Impairment on goodwill is not reversed.<br />

Repairs and maintenance<br />

The Group expenses all costs associated with repairs and<br />

maintenance, unless it is probable that such costs would result in<br />

increased future economic benefits flowing to the Group, and<br />

the costs can be reliably measured.<br />

Borrowing costs<br />

Financing costs directly associated with the acquisition or<br />

construction of assets that require more than three months to<br />

complete and place in service are capitalised at interest rates<br />

relating to loans specifically raised for that purpose, or at the<br />

weighted average borrowing rate where the general pool of<br />

Group borrowings was utilised. Other borrowing costs are<br />

expensed as incurred.<br />

Deferred revenue and expenses<br />

Activation revenue and costs are recognised in accordance with<br />

the principles contained in Emerging Issues Task Force Issue<br />

No 00-21, Revenue Arrangements with Multiple Deliverables<br />

(EITF 00-21), issued in the United States. This results in activation<br />

revenue and costs up to the amount of the deferred revenue<br />

<strong>Telkom</strong> Annual Report 2009 155<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

being deferred and recognised systematically over the expected<br />

duration of the customer relationship because it is considered to<br />

be part of the customers’ ongoing rights to telecommunication<br />

services and the operator’s continuing involvement. Any excess<br />

of the costs over revenues is expensed immediately.<br />

Inventories<br />

Installation material, maintenance and network equipment<br />

inventories are stated at the lower of cost, determined on a<br />

weighted average basis, or estimated net realisable value.<br />

Merchandise inventories are stated at the lower of cost,<br />

determined on a first-in first-out (FIFO) basis, or estimated net<br />

realisable value. Write-down of inventories arises when, for<br />

example, goods are damaged or when net realisable value is<br />

lower than carrying value.<br />

Financial instruments<br />

Recognition and initial measurement<br />

All financial instruments are initially recognised at fair value, plus,<br />

in the case of financial assets and liabilities not at fair value through<br />

profit or loss, transaction costs that are directly attributable to the<br />

acquisition or issue. Financial instruments are recognised when the<br />

Group becomes a party to their contractual arrangements. All<br />

regular way transactions are accounted for on settlement date.<br />

Regular way purchases or sales are purchases or sales of financial<br />

assets that require delivery of assets within the period generally<br />

established by regulation or convention in the marketplace.<br />

Subsequent measurement<br />

Subsequent to initial recognition, the Group classifies financial<br />

assets as ’at fair value through profit or loss’, ’held-to-maturity<br />

investments’, ’loans and receivables’, or ’available-for-sale’.<br />

Financial liabilities are classified ’at fair value through profit or<br />

loss’ or ’other financial liabilities’. The measurement of each is<br />

set out below and presented in a table in note 13.<br />

The fair value of financial assets and liabilities that are actively<br />

traded in financial markets is determined by reference to quoted<br />

market prices at the close of business on the balance sheet date.<br />

Where there is no active market, fair value is determined using<br />

valuation techniques such as discounted cash flow analysis.<br />

Financial assets at fair value through profit or loss<br />

The Group classifies financial assets that are held for trading in the<br />

category ’financial assets at fair value through profit or loss’.<br />

Financial assets are classified as held for trading if they are<br />

acquired for the purpose of selling in the future. Derivatives not<br />

designated as hedges are also classified as held for trading. On<br />

remeasurement to fair value the gains or losses on held for trading<br />

financial assets are recognised in net finance charges and fair<br />

value movements for the year.


156<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

2. SIGNIFICANT ACCOUNTING POLICIES (continued)<br />

Financial instruments (continued)<br />

Financial assets at fair value through profit or loss<br />

(continued)<br />

Gains and losses arising from changes in the fair value of the<br />

’financial assets at fair value through profit or loss’ category are<br />

presented in the income statement within ’finance charges and<br />

fair value movements’ in the period which they arise.<br />

Held-to-maturity financial assets<br />

The Group classifies non-derivative financial assets with fixed or<br />

determinable payments and fixed maturity dates as held-tomaturity<br />

when the Group has the positive intention and ability to<br />

hold to maturity. These assets are subsequently measured at<br />

amortised cost. Amortised cost is computed as the amount<br />

initially recognised minus principal repayments, plus or minus<br />

the cumulative amortisation using the effective interest rate<br />

method. This calculation includes all fees paid or received<br />

between parties to the contract. For investments carried at<br />

amortised cost, gains and losses are recognised in net profit or<br />

loss when the investments are sold or impaired.<br />

Loans and receivables<br />

Loans and receivables are non-derivative financial assets with<br />

fixed or determinable payments that are not quoted in an active<br />

market. Such assets are carried at amortised cost using the<br />

effective interest rate method. Trade receivables are<br />

subsequently measured at the original invoice amount where the<br />

effect of discounting is not material.<br />

Available-for-sale financial assets<br />

Available-for-sale financial assets are those non-derivative assets<br />

that are designated as available-for-sale, or are not classified in<br />

any of the three preceding categories. Equity instruments are all<br />

treated as available-for-sale financial instruments. After initial<br />

recognition, available-for-sale financial assets are measured at<br />

fair value, with gains and losses being recognised as a<br />

separate component of equity, net of taxation. Dividend income<br />

is recognised in the income statement as part of other income<br />

when the Group’s right to receive payment is established.<br />

Changes in the fair value of monetary items denominated in a<br />

foreign currency and classified as available-for-sale are<br />

analysed between translation differences resulting from changes<br />

in amortised cost of the security and other changes in carrying<br />

amount of the item. The translation differences on monetary<br />

items are recognised in profit or loss, while translation<br />

differences on non-monetary securities are recognised in equity.<br />

Changes in the fair value of monetary and non-monetary items<br />

classified as available-for-sale are recognised directly in equity.<br />

When an investment is derecognised or determined to be<br />

impaired, the cumulative gain or loss previously recorded in<br />

equity is recognised in profit or loss.<br />

Financial liabilities at fair value through profit or loss<br />

Financial liabilities are classified as ‘at fair value through profit<br />

or loss’ (FVTPL) where the financial liability is held for trading.<br />

A financial liability is classified as held for trading:<br />

• if it is acquired for the purpose of settling in the near term; or<br />

• if it is a derivative that is not designated and effective as a<br />

hedging instrument.<br />

Financial liabilities at a FVTPL are stated at fair value, with any<br />

resultant gains or losses recognised in profit or loss. The net<br />

gain or loss recognised in profit or loss incorporates any interest<br />

paid on the financial liability.<br />

Other financial liabilities<br />

Other financial liabilities are subsequently measured at<br />

amortised cost using the effective interest rate method, with<br />

interest expense recognised in finance charges and fair value<br />

movements, on an effective interest rate basis.<br />

The effective interest rate is the rate that accurately discounts<br />

estimated future cash payments through the expected life of the<br />

financial liability or, where appropriate, a shorter period.<br />

Financial guarantee contracts<br />

Financial guarantee contracts are subsequently measured at the<br />

higher of the amount determined in accordance with IAS37<br />

Provisions, Contingent Liabilities and Contingent Assets or the<br />

amount initially recognised less, when appropriate, cumulative<br />

amortisation, recognised in accordance with IAS18 Revenue.<br />

Cash and cash equivalents<br />

Cash and cash equivalents are measured at amortised cost. This<br />

comprises cash on hand, deposits held on call and term<br />

deposits with an initial maturity of less than three months when<br />

entered into.<br />

For the purpose of the cash flow statement, cash and cash<br />

equivalents consist of cash and cash equivalents defined above,<br />

net of credit facilities utilised.<br />

Capital and money market transactions<br />

New bonds and commercial paper bills issued are subsequently<br />

measured at amortised cost using the effective interest rate<br />

method.<br />

Bonds issued where <strong>Telkom</strong> is a buyer and seller of last resort<br />

are carried at fair value. The Group does not actively trade in<br />

bonds.


2. SIGNIFICANT ACCOUNTING POLICIES (continued)<br />

Financial instruments (continued)<br />

Derecognition<br />

A financial instrument or a portion of a financial instrument will<br />

be derecognised and a gain or loss recognised when the<br />

Group’s contractual rights expire, financial assets are transferred<br />

or financial liabilities are extinguished. On derecognition of a<br />

financial asset or liability, the difference between the<br />

consideration and the carrying amount on the settlement date is<br />

included in finance charges and fair value movements for the<br />

year. For available-for-sale assets, the fair value adjustment<br />

relating to prior revaluations of assets is transferred from equity<br />

and recognised in finance charges and fair value movements for<br />

the year.<br />

Bonds and commercial paper bills are derecognised when the<br />

obligation specified in the contract is discharged. The difference<br />

between the carrying value of the bond and the amount paid to<br />

extinguish the obligation is included in finance charges and fair<br />

value movements for the year.<br />

Impairment of financial assets<br />

At each balance sheet date an assessment is made of whether<br />

there are any indicators of impairment of a financial asset or<br />

a group of financial assets based on observable data about<br />

one or more loss events that occurred after the initial recognition<br />

of the asset or the group of assets. For loans and receivables<br />

carried at amortised costs, if there is objective evidence that an<br />

impairment loss has been incurred, the amount of the loss is<br />

measured at the difference between the asset’s carrying amount<br />

and the present value of estimated future cashflows. The<br />

carrying amount of the assets is reduced through the use of an<br />

allowance account and the amount of the loss is recognised in<br />

the income statement. In the case of equity securities classified<br />

as available-for-sale, a significant or prolonged decline in the<br />

fair value of the security below its cost is considered as an<br />

indicator that the securities are impaired.<br />

If any such evidence exists for available-for-sale assets, the<br />

cumulative loss – measured as the difference between the<br />

acquisition cost and the current fair value, less any impairment<br />

loss on that financial asset previously recognised in profit or loss<br />

– is removed from equity and recognised in the income<br />

statement. Impairment losses recognised in the income statement<br />

on equity instruments are not reversed through the income<br />

statement. The recoverable amount of financial assets carried at<br />

amortised cost is calculated as the present value of expected<br />

future cash flows discounted at the original effective interest rate<br />

of the asset.<br />

<strong>Telkom</strong> Annual Report 2009 157<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

If, in a subsequent period, the amount of the impairment loss for<br />

financial assets decreases and the decrease can be related<br />

objectively to an event occurring after the impairment was<br />

recognised, the previously recognised impairment loss is<br />

reversed except for those financial assets classified as availablefor-sale<br />

and carried at cost that are not reversed. Any<br />

subsequent reversal of an impairment loss is recognised in the<br />

income statement, to the extent that the carrying value of the<br />

asset does not exceed its amortised cost at the reversal date.<br />

Reversals in respect of equity instruments classified as availablefor-sale<br />

are not recognised in profit or loss. Reversals of<br />

impairment losses on debt instruments classified as available-forsale<br />

are reversed through the income statement, if the increase<br />

in fair value of the instrument is objectively related to an event<br />

occurring after the impairment loss was recognised through the<br />

income statement.<br />

Remeasurement of embedded derivatives<br />

The Group assesses whether an embedded derivative is<br />

required to be separated from the host contract and accounted<br />

for as a derivative when it first becomes party to the contract.<br />

The Group reassesses the contract when there is a change in the<br />

terms of the contract which significantly modifies the cash flows<br />

that would otherwise be required under the contract.<br />

Financial instruments: Disclosures<br />

The Group groups its financial instruments into classes of similar<br />

instruments and where disclosure is required, it discloses them<br />

by class. It also discloses information about the nature and<br />

extent of risks arising from its financial instruments as indicated<br />

in note 13.<br />

Foreign currencies<br />

Each entity within the Group determines its functional currency.<br />

The Group’s presentation currency is the South African rand<br />

(Z<strong>AR</strong>).<br />

Transactions denominated in foreign currencies are measured at<br />

the rate of exchange at transaction date. Monetary items<br />

denominated in foreign currencies are remeasured at the rate of<br />

exchange at settlement date or balance sheet date, whichever<br />

occurs first. Exchange differences on the settlement or translation<br />

of monetary assets and liabilities are included in finance<br />

charges and fair value movements in the period in which they<br />

arise. Non-monetary items that are measured in terms of<br />

historical cost in a foreign country are translated using the<br />

exchange rates as at the dates of the initial transactions. Nonmonetary<br />

items measured at fair value in a foreign currency are<br />

translated using the exchange rates at the date when the fair<br />

value is determined.


158<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

2. SIGNIFICANT ACCOUNTING POLICIES (continued)<br />

Foreign currencies (continued)<br />

The annual financial statements of foreign operations are<br />

translated into South African rand, the Group’s presentation<br />

currency, for incorporation into the consolidated annual<br />

financial statements. Assets and liabilities are translated at the<br />

foreign exchange rates ruling at the balance sheet date.<br />

Income, expenditure and cash flow items are measured at the<br />

actual foreign exchange rate or average foreign exchange rates<br />

for the period. All resulting unrealised exchange differences are<br />

classified as equity. On disposal, the cumulative amounts of<br />

unrealised exchange differences that have been deferred are<br />

recognised in the consolidated income statement as part of the<br />

gain or loss on disposal.<br />

All gains and losses on the translation of equity loans to foreign<br />

operations that are intended to be permanent, whether they are<br />

denominated in one of the entities’ functional currencies or in a<br />

third currency, are recognised in equity.<br />

Goodwill and intangible assets arising on the acquisition of a<br />

foreign operation are treated as assets of the foreign operation<br />

and translated at the foreign exchange rates ruling at balance<br />

sheet date.<br />

Treasury shares<br />

Where the Group acquires, or in substance acquires, <strong>Telkom</strong><br />

shares, such shares are measured at cost and disclosed as a<br />

reduction of equity. No gain or loss is recognised in profit or loss<br />

on the purchase, sale, issue or cancellation of the Group’s own<br />

equity instruments. Such shares are not remeasured for changes<br />

in fair value.<br />

Where the Group chooses or is required to buy equity instruments<br />

from another party to satisfy its obligations to its employees under<br />

the share-based payment arrangement by delivery of its own<br />

shares, the transaction is accounted for as equity-settled. This<br />

applies regardless of whether the employees’ rights to the equity<br />

instruments were granted by the Group itself or by its shareholders<br />

or was settled by the Group itself or its shareholders.<br />

Leases<br />

A lease is classified as a finance lease if it transfers substantially<br />

all the risks and rewards incidental to ownership. All other<br />

leases are classified as operating leases.<br />

Where the Group enters into a service agreement as a supplier or<br />

a customer that depends on the use of a specific asset, and conveys<br />

the right to control the use of the specific asset, the arrangement is<br />

assessed to determine whether it contains a lease. Once it has been<br />

concluded that an arrangement contains a lease, it is assessed<br />

against the criteria in IAS17 to determine if the arrangement should<br />

be recognised as a finance lease or operating lease.<br />

The land and buildings elements of a lease of land and<br />

buildings are considered separately for the purposes of lease<br />

classification unless it is impracticable to do so.<br />

Lessee<br />

Operating lease payments are recognised in the income<br />

statement on a straight-line basis over the lease term.<br />

Assets acquired in terms of finance leases are capitalised at the<br />

lower of fair value or the present value of the minimum lease<br />

payments at inception of the lease and depreciated over the<br />

lesser of the useful life of the asset or the lease term. The capital<br />

element of future obligations under the leases is included as a<br />

liability in the balance sheet. Lease finance costs are amortised<br />

in the income statement over the lease term using the interest rate<br />

implicit in the lease. Where a sale and leaseback transaction<br />

results in a finance lease, any excess of sale proceeds over the<br />

carrying amount is deferred and recognised in the income<br />

statement over the term of the lease.<br />

Lessor<br />

Operating lease revenue is recognised in the income statement<br />

on a straight-line basis over the lease term.<br />

Assets held under a finance lease are recognised in the balance<br />

sheet and presented as a receivable at an amount equal to the<br />

net investment in the lease. The recognition of finance income is<br />

based on a pattern reflecting a constant periodic rate of return<br />

on the net investment in the finance lease.<br />

Employee benefits<br />

Post-employment benefits<br />

The Group provides defined benefit and defined contribution<br />

plans for the benefit of employees. These plans are funded by<br />

the employees and the Group, taking into account<br />

recommendations of the independent actuaries. The postretirement<br />

telephone rebate liability is unfunded.<br />

Defined contribution plans<br />

The Group’s funding of the defined contribution plans is charged<br />

to employee expenses in the same year as the related service is<br />

provided.<br />

Defined benefit plans<br />

The Group provides defined benefit plans for pension,<br />

retirement, post-retirement medical aid benefits and telephone<br />

rebates to qualifying employees. The Group’s net obligation in<br />

respect of defined benefits is calculated separately for each<br />

plan by estimating the amount of future benefits earned in return<br />

for services rendered.


2. SIGNIFICANT ACCOUNTING POLICIES (continued)<br />

Employee benefits (continued)<br />

Defined benefit plans (continued)<br />

The amount recognised in the balance sheet represents the present<br />

value of the defined benefit obligations, calculated by using the<br />

projected unit credit method, as adjusted for unrecognised<br />

actuarial gains and losses, unrecognised past service costs and<br />

reduced by the fair value of the related plan assets. The amount<br />

of any surplus recognised and reflected as deferred expenses is<br />

limited to unrecognised actuarial losses and past service costs plus<br />

the present value of available refunds and reductions in future<br />

contributions to the plan. To the extent that there is uncertainty as<br />

to the entitlement to the surplus, no asset is recognised. No gain<br />

is recognised solely as a result of an actuarial loss or past service<br />

cost in the current period and no loss is recognised solely as a<br />

result of an actuarial gain or past service cost in the current period.<br />

Actuarial gains and losses are recognised as employee<br />

expenses when the cumulative unrecognised gains and losses<br />

for each individual plan exceed 10% of the greater of the<br />

present value of the Group’s obligation and the fair value of<br />

plan assets at the beginning of the year. These gains or losses<br />

are amortised on a straight-line basis over 10 years for all the<br />

defined benefit plans, except gains or losses related to the<br />

pensioners in the <strong>Telkom</strong> Retirement Fund or unless the standard<br />

requires faster recognition. For the <strong>Telkom</strong> Retirement Fund<br />

pensioners, the cumulative unrecognised actuarial gains and<br />

losses in excess of the 10% corridor at the beginning of the year<br />

are recognised immediately.<br />

Past service costs are recognised immediately to the extent that<br />

the benefits are vested, otherwise they are recognised on a<br />

straight-line basis over the average period the benefits become<br />

vested.<br />

Leave benefits<br />

Annual leave entitlement is provided for over the period that the<br />

leave accrues and is subject to a cap of 22 days.<br />

Workforce reduction<br />

Workforce reduction expenses are payable when employment<br />

is terminated before the normal retirement age or when an<br />

employee accepts voluntary redundancy in exchange for<br />

benefits. Workforce reduction benefits are recognised when the<br />

entity is demonstrably committed and it is probable that the<br />

expenses will be incurred. In the case of an offer made to<br />

encourage voluntary redundancy, the measurement of<br />

termination benefits is based on the number of employees<br />

expected to accept the offer.<br />

<strong>Telkom</strong> Annual Report 2009 159<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

Deferred bonus incentives<br />

Employees of the wholly owned subsidiaries of Vodacom,<br />

including executive directors, are eligible for compensation<br />

benefits in the form of a Deferred Bonus Incentive Scheme. The<br />

benefit is recorded at the present value of the expected future<br />

cash outflows.<br />

Share-based compensation<br />

The grants of equity instruments, made to employees in terms of<br />

the <strong>Telkom</strong> Conditional Share Plan, are classified as equitysettled<br />

share-based payment transactions. The expense relating<br />

to the services rendered by the employees, and the<br />

corresponding increase in equity, is measured at the fair value<br />

of the equity instruments at their date of grant based on the<br />

market price at grant date, adjusted for the lack of entitlement to<br />

dividends during the vesting period. This compensation cost is<br />

recognised over the vesting period, based on the best available<br />

estimate at each balance sheet date of the number of equity<br />

instruments that are expected to vest.<br />

Short-term employee benefits<br />

The cost of all short-term employee benefits is recognised during<br />

the year the employees render services, unless the Group uses<br />

the services of employees in the construction of an asset and the<br />

benefits received meet the recognition criteria of an asset, at<br />

which stage it is included as part of the related property, plant<br />

and equipment or intangible asset item.<br />

Long-term incentive provision<br />

The Vodacom Group provides long-term incentives to eligible<br />

employees payable on termination or retirement. The Group’s<br />

liability is based on an actuarial valuation. Actuarial gains and<br />

losses are recognised as employee expenses.<br />

Provisions<br />

Provisions are recognised when the Group has a present<br />

obligation (legal or constructive) as a result of a past event, it is<br />

probable that an outflow of resources will be required to settle<br />

the obligation, and a reliable estimate can be made of the<br />

amount of the obligation. Provisions are reviewed at each<br />

balance sheet date and adjusted to reflect the current best<br />

estimate. Where the effect of the time value of money is<br />

material, the amount of the provision is the present value of the<br />

expenditures expected to be required to settle the obligation.


160<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

3. REVENUE<br />

2007 2008 2009<br />

Rm Rm Rm<br />

3.1 Total revenue 32,919 34,084 36,433<br />

Operating revenue 32,441 33,611 35,940<br />

Other income (excluding profit on disposal of property, plant and<br />

equipment, intangible assets and investments, refer to note 4) 279 305 312<br />

Investment income (refer to note 6) 199 168 181<br />

3.2 Operating revenue 32,441 33,611 35,940<br />

Fixed-line 32,345 32,572 33,659<br />

Multi-Links – 845 1,900<br />

Other 873 1,040 1,214<br />

Eliminations (777) (846) (833)<br />

Fixed-line 32,345 32,572 33,659<br />

Subscriptions, connections and other usage 6,286 6,330 6,614<br />

Traffic 16,740 15,950 15,323<br />

Domestic (local and long distance) 7,563 6,328 5,670<br />

Fixed-to-mobile 7,646 7,557 7,420<br />

International (outgoing) 988 986 933<br />

Subscription based calling plans 543 1,079 1,300<br />

Interconnection 1,639 1,757 2,084<br />

Data 7,489 8,308 9,310<br />

Sundry revenue 191 227 328<br />

4. OTHER INCOME 338 472 343<br />

Other income (included in Total revenue, refer to note 3) 279 305 312<br />

Interest received from trade receivables 188 254 270<br />

Sundry income 91 51 42<br />

Profit on disposal of property, plant and equipment and intangible assets 16 167 31<br />

Profit on disposal of investment 43 – –


<strong>Telkom</strong> Annual Report 2009 161<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

5. OPERATING EXPENSES<br />

Operating expenses comprise:<br />

2007 2008 2009<br />

Rm Rm Rm<br />

5.1 Employee expenses 7,254 7,629 8,345<br />

Salaries and wages 5,215 5,710 6,050<br />

Medical aid contributions 384 415 410<br />

Retirement contributions 446 470 472<br />

Post-retirement pension and retirement fund (refer to note 30) 33 5 29<br />

Current service cost 5 5 4<br />

Interest cost 329 509 633<br />

Expected return on plan assets (508) (713) (825)<br />

Actuarial gain (136) (16) –<br />

Settlement loss/(gain) 21 (2) (3)<br />

Asset limitation 322 222 220<br />

Post-retirement medical aid (refer to notes 29 and 30) 330 278 457<br />

Current service cost 83 84 95<br />

Interest cost 286 322 428<br />

Expected return on plan asset (188) (257) (223)<br />

Actuarial loss 149 129 157<br />

Telephone rebates (refer to notes 29 and 30) 104 27 61<br />

Current service cost 4 3 6<br />

Interest cost 19 22 39<br />

Past service cost 76 2 2<br />

Actuarial loss 5 – 14<br />

Share-based compensation expense (refer to note 24) 141 522 554<br />

Other benefits* 1,297 988 1,048<br />

Employee expenses capitalised (696) (786) (736)<br />

* Other benefits include annual leave, performance incentive,<br />

service bonuses, skills development and workforce reduction expenses.<br />

5.2 Payments to other operators 5,005 6,098 6,919<br />

Payments to other network operators consist of expenses in respect of interconnection with other network operators.


162<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

5. OPERATING EXPENSES (continued)<br />

2007 2008 2009<br />

Rm Rm Rm<br />

5.3 Selling, general and administrative expenses 4,184 4,045 5,772<br />

Selling and administrative expenses 1,533 1,220 2,374<br />

Maintenance 1,870 1,966 2,319<br />

Marketing 640 614 711<br />

Bad debts 141 245 368<br />

The increase in the current year’s selling and administrative expenses is<br />

attributable to the focus on expanding the customer base in Nigeria.<br />

5.4 Service fees 2,209 2,437 2,756<br />

Facilities and property management 1,142 1,228 1,275<br />

Consultancy services 192 169 295<br />

Security and other 821 982 1,121<br />

Auditors’ remuneration 54 58 65<br />

Audit services 53 57 58<br />

Company auditors 48 46 47<br />

Current year 47 43 47<br />

Prior year underprovision 1 3 –<br />

Other auditors – current year 5 11 11<br />

Audit related services – 1 –<br />

Other auditors – 1 –<br />

Other services 1 – 7<br />

Included in the current year’s consultancy services is an amount of<br />

R177 million relating to services rendered in respect of the transaction<br />

to dispose of <strong>Telkom</strong>’s shareholding in Vodacom Group (Proprietary) Limited.<br />

The increase in the current year’s security and other costs is mainly<br />

attributable to the new contract negotiated to secure the copper network<br />

in <strong>Telkom</strong>’s drive to cut down on cable thefts.<br />

5.5 Operating leases 775 671 823<br />

Land and buildings 135 160 244<br />

Transmission and data lines 8 35 118<br />

Equipment 80 48 72<br />

Vehicles 552 428 389<br />

5.6 Depreciation, amortisation, impairment and write-offs 3,601 4,134 5,280<br />

Depreciation of property, plant and equipment 3,011 3,151 3,733<br />

Amortisation of intangible assets 306 469 724<br />

Impairment of property, plant and equipment and intangible assets – 229 501<br />

Write-offs of property, plant and equipment and intangible assets 284 285 322<br />

Included in the current year’s amortisation of intangible assets is an amount of R134 million relating to the FIFA brand intangible asset.<br />

The impairment charge for the 2009 financial year consists of R462 million and R39 million relating to Multi-Links and Africa Online<br />

respectively.


<strong>Telkom</strong> Annual Report 2009 163<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

2007 2008 2009<br />

Rm Rm Rm<br />

6. INVESTMENT INCOME 199 168 181<br />

Interest income 196 168 181<br />

Dividend income from investments 3 – –<br />

Included in investment income is an amount of R160 million (2008:<br />

R142 million; 2007: R196 million) which relates to interest earned from<br />

financial assets not measured at fair value through profit or loss.<br />

7. FINANCE CH<strong>AR</strong>GES AND FAIR VALUE MOVEMENTS 857 1,556 2,843<br />

Finance charges on interest-bearing debt 1,142 1,543 1,732<br />

Local debt 1,303 1,700 1,895<br />

Foreign debt – 18 –<br />

Finance charges capitalised (161) (175) (163)<br />

Foreign exchange gains and losses and fair value movement (285) 13 1,111<br />

Foreign exchange losses 59 93 843<br />

Fair value adjustments on derivative instruments (344) (80) 268<br />

Capitalisation rate 14.77% 12.60% 12.40%<br />

Included in finance charges is an amount of R1,655 million (2008: R1,499 million; 2007: R1,142 million) which relates to interest paid<br />

on financial liabilities not measured at fair value through profit or loss.<br />

Included in foreign exchange losses and fair value adjustments are forex losses of R961 million in respect of the loan that Multi-Links<br />

received from <strong>Telkom</strong> and R409 million loss in respect of the Multi-Links put option, offset by the R318 million gain in <strong>Telkom</strong>.


164<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

2007 2008 2009<br />

Rm Rm Rm<br />

8. TAXATION 2,803 2,647 1,660<br />

South African normal company taxation 1,989 2,018 1,658<br />

Current taxation 2,023 2,018 1,686<br />

Overprovision for prior year (34) – (28)<br />

Deferred taxation 490 254 (164)<br />

Temporary differences – normal company taxation 534 121 241<br />

Temporary difference – secondary taxation on companies<br />

(STC) taxation credits (raised)/utilised (45) 190 (89)<br />

Change in taxation rate – (54) –<br />

Capital gains taxation (CGT) asset – – (454)<br />

Underprovision/(overprovision) for prior year 1 (3) 138<br />

Secondary taxation on companies 324 381 164<br />

Foreign taxation – (6) 2<br />

Included in the current year’s deferred taxation expense is a credit of<br />

R454 million relating to the deferred taxation on temporary differences<br />

associated with the disposal groups which are classified as held for sale.<br />

The decrease in the deferred taxation expense is mainly due to the<br />

temporary difference associated with the disposal groups which are<br />

classified as held for sale.<br />

The STC expense was provided for at a rate of 10% (12.5% before<br />

October 1, 2007) on the amount by which dividends declared exceeded<br />

dividends received. Deferred taxation expense relating to STC credits is<br />

provided for at a rate of 10% (2008: 10%; 2007: 12.5%).<br />

Reconciliation of taxation rate % % %<br />

Effective rate 30.8 34.5 44.5<br />

South African normal rate of taxation 29.0 29.0 28.0<br />

Adjusted for: 1.8 5.5 16.5<br />

Change in taxation rate – (0.5) –<br />

Exempt income (2.2) (2.5) (26.8)<br />

Disallowable expenditure 0.7 2.9 47.7<br />

Taxation losses not utilised – (0.7) 1.6<br />

STC credits (raised)/utilised (0.3) 1.5 (2.4)<br />

STC charge 3.1 5.3 4.4<br />

CGT asset 1.1 – (11.0)<br />

Net (overprovision)/underprovision for prior year (0.5) (0.5) 3.0<br />

Utilisation of assessed loss (0.1) – –


9. DISCONTINUED OPERATIONS AND DISPOSAL GROUPS HELD FOR SALE<br />

9.1 Discontinued operations<br />

<strong>Telkom</strong> Media (Proprietary) Limited<br />

<strong>Telkom</strong> Media was classified as held for sale in the September 2008 interim<br />

financials. At year end March 31, 2009, the subsidiary did not meet<br />

the held for sale criteria as management were unable to sell the disposal<br />

group for its expected price and therefore decided to abandon it.<br />

The results and cash flows of the subsidiary are disclosed as a<br />

discontinued operation in accordance with IFRS.<br />

<strong>Telkom</strong> Annual Report 2009 165<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

2007 2008 2009<br />

Rm Rm Rm<br />

Analysis of the results of discontinued operations:<br />

Revenue* 14 26<br />

Expenses* 157 305<br />

Loss before taxation of discontinued operations 143 279<br />

Taxation (1) 2<br />

Loss after taxation of discontinued operations 142 281<br />

The net cash flows attributable to the operating, investing and<br />

financing activities of discontinued operations:<br />

Operating cash flows (95) (140)<br />

Investing cash flows (218) (39)<br />

Financing cash flows 319 149<br />

Total cash inflow/(outflow) 6 (30)<br />

9.2 Disposal groups held for sale<br />

9.2.1 Vodacom Group (Proprietary) Limited<br />

In the current year, the Group announced a decision to dispose of its entire<br />

interest in Vodacom through selling 15% of its shareholding to Vodafone, a<br />

wholly owned subsidiary of Vodafone Group Plc (Vodafones) and unbundling<br />

its remaining 35% shareholding to its shareholders pursuant to a listing of<br />

Vodacom on the main board of the JSE Limited. This decision was taken in<br />

line with the Group’s strategy to unlock shareholder value; consequently, all<br />

assets and liabilities of Vodacom and its subsidiaries were classified as a<br />

discontinued operation.<br />

Analysis of the results of discontinued operations:<br />

Revenue* 19,157 22,653 26,215<br />

Expenses* 14,709 17,334 21,749<br />

Profit before taxation of discontinued operations 4,448 5,319 4,466<br />

Taxation 1,918 2,055 2,023<br />

Profit after taxation of discontinued operations 2,530 3,264 2,443<br />

* Revenue comprises operating revenue, other income and investment income. Expenses comprises operating expenses and finance charges.


166<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

2007 2008 2009<br />

Rm Rm Rm<br />

9. DISCONTINUED OPERATIONS AND DISPOSAL GROUPS HELD<br />

FOR SALE (continued)<br />

9.2 Disposal groups held for sale (continued)<br />

9.2.1 Vodacom Group (Proprietary) Limited (continued)<br />

The major classes of assets and liabilities of the business classified<br />

as a disposal group:<br />

Assets 23,410<br />

Property, plant and equipment 10,922<br />

Intangible assets 5,897<br />

Trade and other receivables 4,283<br />

Other non-current and current assets 2,308<br />

Liabilities 15,858<br />

Interest-bearing debt 4,170<br />

Trade and other payables 4,679<br />

Current portion of interest-bearing debt 2,882<br />

Current portion of deferred revenue 1,260<br />

Credit facilities utilised 1,102<br />

Other non-current and current liabilities 1,765<br />

Reserve of disposal group held for sale 876<br />

Reconciliation of carrying value transferred to disposal groups at year end: Property,<br />

plant and<br />

equipment<br />

Carrying value at beginning of year 9,585<br />

Additions 2,979<br />

Disposals (28)<br />

Foreign currency translation reserve 340<br />

Business combinations 143<br />

Impairments and write-offs (53)<br />

Depreciation (1,974)<br />

Transfers (33)<br />

Other transfers (37)<br />

Carrying value at end of year 10,922<br />

Intangible<br />

assets<br />

Carrying value at beginning of year 2,111<br />

Additions 590<br />

Foreign currency translation reserve 26<br />

Business combinations 3,503<br />

Amortisation (366)<br />

Transfers (33)<br />

Carrying value at end of year 5,897<br />

The net cash flows attributable to the operating, investing and<br />

financing activities of the disposal group:<br />

Operating cash flows 2,429 2,563 2,092<br />

Investing cash flows (3,292) (3,751) (6,375)<br />

Financing cash flows (100) 1,617 4,436<br />

Total cash (outflow)/inflow (963) 429 153


9. DISCONTINUED OPERATIONS AND DISPOSAL GROUPS HELD<br />

FOR SALE (continued)<br />

9.2 Disposal groups held for sale (continued)<br />

9.2.2 Swiftnet (Proprietary) Limited<br />

In February 2009, <strong>Telkom</strong>’s Board of directors took a decision to<br />

dispose of its 100% investment in Swiftnet (Proprietary) Limited.<br />

The investment is classified as held for sale.<br />

<strong>Telkom</strong> Annual Report 2009 167<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

2007 2008 2009<br />

Rm Rm Rm<br />

Analysis of the results of discontinued operations:<br />

Revenue* 103 98 97<br />

Expenses* 64 79 82<br />

Profit before taxation of discontinued operations 39 19 15<br />

Taxation 10 3 (4)<br />

Profit after taxation of discontinued operations 29 16 19<br />

The major classes of assets and liabilities of the business<br />

classified as a disposal group:<br />

Assets 72<br />

Property, plant and equipment and intangible assets 24<br />

Income taxation receivable 2<br />

Trade and other receivables 18<br />

Cash and cash equivalents 28<br />

Liabilities 15<br />

Provisions 1<br />

Trade and other payables 10<br />

Current portion of provisions 4<br />

The net cash flows attributable to the operating, investing and financing<br />

activities of the disposal group:<br />

Operating cash flows 43 22 31<br />

Investing cash flows (15) (11) (33)<br />

Financing cash flows (23) – 10<br />

Total cash inflow 5 11 8<br />

* Revenue comprises operating revenue, other income and investment income. Expenses comprises operating expenses and finance charges.


168<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

10. E<strong>AR</strong>NINGS PER SH<strong>AR</strong>E<br />

2007 2008 2009<br />

Total operations<br />

Basic earnings per share (cents)<br />

The calculation of earnings per share is based on profit attributable to equity<br />

holders of <strong>Telkom</strong> for the year of R4,170 million (2008: R7,975 million;<br />

2007: R8,646 million) and 500,700,538 (2008: 509,595,092;<br />

2007: 514,341,284) weighted average number of ordinary shares in issue.<br />

1,681.0 1,565.0 832.8<br />

Diluted earnings per share (cents)<br />

The calculation of diluted earnings per share is based on earnings for the<br />

year of R4,170 million (2008: R7,975 million; 2007: R8,646 million) and<br />

508,782,641 (2008: 515,541,968; 2007: 515,763,581) diluted<br />

weighted average number of ordinary shares. The adjustment in the<br />

weighted average number of shares is as a result of the expected future<br />

vesting of shares already allocated to employees under the <strong>Telkom</strong><br />

Conditional Share Plan.<br />

1,676.3 1,546.9 819.6<br />

Headline earnings per share (cents)*<br />

The calculation of headline earnings per share is based on headline<br />

earnings of R4,980 million (2008: R8,331 million; 2007:<br />

R8,799 million) and 500,700,538 (2008: 509,595,092;<br />

2007: 514,341,284) weighted average number of ordinary shares in issue.<br />

1,710.7 1,634.8 994.6<br />

Diluted headline earnings per share (cents)*<br />

The calculation of diluted headline earnings per share is based on headline<br />

earnings of R4,980 million (2008: R8,331 million; 2007: R8,799 million)<br />

and 508,782,641 (2008: 515,541,968; 2007: 515,763,581)<br />

diluted weighted average number of ordinary shares in issue. The<br />

adjustment in the weighted average number of shares is as a result<br />

of the expected future vesting of shares already allocated to<br />

employees under the <strong>Telkom</strong> Conditional Share Plan.<br />

1,706.0 1,616.0 978.8<br />

Continuing operations<br />

Basic earnings per share (cents)<br />

The calculation of earnings per share is based on profit attributable to<br />

equity holders of <strong>Telkom</strong> for the year of R2,040 million (2008: R4,911 million;<br />

2007: R6,196 million) and 500,700,538 (2008: 509,595,092;<br />

2007: 514,341,284) weighted average number of ordinary shares<br />

in issue.<br />

1,204.7 963.7 407.4<br />

Diluted earnings per share (cents)<br />

The calculation of diluted earnings per share is based on earnings for<br />

the year of R2,040 million (2008: R4,911 million; 2007: R6,196 million)<br />

and 508,782,641 (2008: 515,541,968; 2007: 515,763,581) diluted<br />

weighted average number of ordinary shares. The adjustment in the<br />

weighted average number of shares is as a result of the expected future<br />

vesting of shares already allocated to employees under the <strong>Telkom</strong><br />

Conditional Share Plan.<br />

1,201.3 952.6 401.0


10. E<strong>AR</strong>NINGS PER SH<strong>AR</strong>E (continued)<br />

Continuing operations (continued)<br />

<strong>Telkom</strong> Annual Report 2009 169<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

2007 2008 2009<br />

Headline earnings per share (cents)* 1,235.5 1,028.9 557.0<br />

The calculation of headline earnings per share is based on headline<br />

earnings of R2,789 million (2008: R5,243 million; 2007: R6,355 million)<br />

and 500,700,538 (2008: 509,595,092; 2007: 514,341,284)<br />

weighted average number of ordinary shares in issue.<br />

Diluted headline earnings per share (cents)*<br />

The calculation of diluted headline earnings per share is based on headline<br />

earnings of R2,789 million (2008: R5,243 million; 2007: R6,355 million)<br />

and 508,782,641 (2008: 515,541,968; 2007: 515,763,581) diluted<br />

weighted average number of ordinary shares in issue. The adjustment in the<br />

weighted average number of shares is as a result of the expected future<br />

vesting of shares already allocated to employees under the <strong>Telkom</strong><br />

Conditional Share Plan.<br />

1,232.2 1,017.0 548.2<br />

Discontinuing operations<br />

Basic earnings per share (cents)<br />

The calculation of earnings per share is based on profit attributable to<br />

equity holders of <strong>Telkom</strong> for the year of R2,130 million (2008:<br />

R3,064 million; 2007: R2,450 million) and 500,700,538<br />

(2008: 509,595,092; 2007: 514,341,284) weighted average<br />

number of ordinary shares in issue.<br />

476.3 601.3 425.4<br />

Diluted earnings per share (cents)<br />

The calculation of diluted earnings per share is based on earnings for the<br />

year of R2,130 million (2008: R3,064 million; 2007: R2,450 million)<br />

and 508,782,641 diluted weighted average number of ordinary shares<br />

(2008: 515,541,968; 2007: 515,763,581). The adjustment in the<br />

weighted average number of shares is as a result of the expected future<br />

vesting of shares already allocated to employees under the <strong>Telkom</strong><br />

Conditional Share Plan.<br />

475.0 594.3 418.6<br />

Headline earnings per share (cents)*<br />

The calculation of headline earnings per share is based on headline<br />

earnings of R2,191 million (2008: R3,088 million; 2007: R2,444 million)<br />

and 500,700,538 (2008: 509,595,092; 2007: 514,341,284)<br />

weighted average number of ordinary shares in issue.<br />

475.2 606.0 437.6<br />

Diluted headline earnings per share (cents)*<br />

The calculation of diluted headline earnings per share is based on<br />

headline earnings of R2,191 million (2008: R3,088 million; 2007:<br />

R2,444 million) and 508,782,641 (2008: 515,541,968;<br />

2007: 515,763,581) diluted weighted average number of ordinary<br />

shares in issue. The adjustment in the weighted average number of<br />

shares is as a result of the expected future vesting of shares already<br />

allocated to employees under the <strong>Telkom</strong> Conditional Share Plan.<br />

473.9 599.0 430.6


170<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

10. E<strong>AR</strong>NINGS PER SH<strong>AR</strong>E (continued)<br />

2007 2008 2009<br />

Reconciliation of weighted average number of ordinary shares:<br />

Ordinary shares in issue (refer to note 22) 544,944,901 532,855,530 520,784,186<br />

Weighted average number of shares bought back (7,442,253) (1,594,241) (27)<br />

Weighted average number of treasury shares (23,161,364) (21,666,197) (20,083,621)<br />

Weighted average number of shares outstanding 514,341,284 509,595,092 500,700,538<br />

Reconciliation of diluted weighted average number of ordinary shares<br />

Weighted average number of shares outstanding 514,341,284 509,595,092 500,700,538<br />

Expected future vesting of shares 1,422,297 5,946,876 8,082,103<br />

Diluted weighted average number of shares outstanding 515,763,581 515,541,968 508,782,641<br />

Gross** Net<br />

Total operations Rm Rm<br />

2009<br />

Reconciliation between earnings and headline earnings:<br />

Earnings as reported 4,170<br />

Profit on disposal of property, plant and equipment and intangible assets (25) (21)<br />

Impairment loss on property, plant and equipment and intangible assets 557 557<br />

Write-offs of property, plant and equipment and intangible assets 322 274<br />

Headline earnings 4,980<br />

2008<br />

Reconciliation between earnings and headline earnings:<br />

Earnings as reported 7,975<br />

Profit on disposal of investments (available-for-sale) (4) (3)<br />

Profit on disposal of property, plant and equipment and intangible assets (147) (104)<br />

Impairment loss on property, plant and equipment and intangible assets 248 244<br />

Write-offs of property, plant and equipment and intangible assets 285 219<br />

Headline earnings 8,331<br />

2007<br />

Reconciliation between earnings and headline earnings:<br />

Earnings as reported 8,646<br />

Profit on disposal of investments (available-for-sale) (52) (37)<br />

Profit on disposal of property, plant and equipment and intangible assets (29) (21)<br />

Reversal of impairment loss on property, plant and equipment and intangible assets 12 9<br />

Write-offs of property, plant and equipment and intangible assets 284 202<br />

Headline earnings 8,799<br />

* The disclosure of headline earnings is a requirement of the JSE Limited and is not a recognised measure under IFRS. It has been calculated in accordance<br />

with the South African Institute of Chartered Accountants’ circular issued in this regard.<br />

** These are the gross amounts, before deducting taxation and minority interests.


10. E<strong>AR</strong>NINGS PER SH<strong>AR</strong>E (continued)<br />

<strong>Telkom</strong> Annual Report 2009 171<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

Gross* Net<br />

Continuing operations Rm Rm<br />

2009<br />

Reconciliation between earnings and headline earnings:<br />

Profit from continuing operations 2,066<br />

Minority interest 26<br />

Earnings from continuing operations attributable to equity holders of <strong>Telkom</strong> 2,040<br />

Profit on disposal of property, plant and equipment and intangible assets (32) (26)<br />

Impairment loss on property, plant and equipment and intangible assets 501 499<br />

Write-offs of property, plant and equipment and intangible assets 322 276<br />

Headline earnings 2,789<br />

2008<br />

Reconciliation between earnings and headline earnings:<br />

Profit from continuing operations 5,034<br />

Minority interest 123<br />

Earnings from continuing operations attributable to equity holders of <strong>Telkom</strong> 4,911<br />

Profit on disposal of property, plant and equipment and intangible assets (166) (118)<br />

Impairment loss on property, plant and equipment and intangible assets 233 233<br />

Write-offs of property, plant and equipment and intangible assets 285 217<br />

Headline earnings 5,244<br />

2007<br />

Reconciliation between earnings and headline earnings:<br />

Profit from continuing operations 6,290<br />

Minority interest 94<br />

Earnings from continuing operations attributable to equity holders of <strong>Telkom</strong> 6,196<br />

Profit on disposal of investments (available-for-sale) (43) (31)<br />

Profit on disposal of property, plant and equipment and intangible assets (16) (11)<br />

Write-offs of property, plant and equipment and intangible assets 284 201<br />

Headline earnings 6,355<br />

* These are the gross amounts, before deducting taxation and minority interests.


172<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

10. E<strong>AR</strong>NINGS PER SH<strong>AR</strong>E (continued)<br />

Gross* Net<br />

Discontinuing operations Rm Rm<br />

2009<br />

Reconciliation between earnings and headline earnings:<br />

Profit from discontinued operations 2,181<br />

Minority interest 51<br />

Earnings from discontinued operations attributable to equity holders of <strong>Telkom</strong> 2,130<br />

Profit on disposal of property, plant and equipment and intangible assets 7 5<br />

Impairment loss on property, plant and equipment and intangible assets 56 56<br />

Headline earnings 2,191<br />

2008<br />

Reconciliation between earnings and headline earnings:<br />

Profit from discontinued operations 3,138<br />

Minority interest 74<br />

Earnings as reported 3,064<br />

Profit on disposal of investments (available-for-sale) (4) (4)<br />

Profit on disposal of property, plant and equipment and intangible assets 19 13<br />

Impairment loss on property, plant and equipment and intangible assets 15 15<br />

Headline earnings 3,088<br />

2007<br />

Reconciliation between earnings and headline earnings:<br />

Profit from discontinued operations 2,559<br />

Minority interest 109<br />

Earnings as reported 2,450<br />

Profit on disposal of investments (available-for-sale) (9) (6)<br />

Profit on disposal of property, plant and equipment and intangible assets (13) (9)<br />

Reversal of impairment loss on property, plant and equipment and intangible assets 12 9<br />

Headline earnings 2,444<br />

2007 2008 2009<br />

Dividend per share (cents) 900.0 1,100.0 660.0<br />

The calculation of dividend per share is based on dividends of R3,306 million (2008: R5,627 million; 2007: R4,678 million) declared<br />

on June 6, 2008 and 500,941,027 (2008: 511,513,237; 2007: 519,711,236) number of ordinary shares outstanding on the date<br />

of dividend declaration. The reduction in the number of shares represents the number of treasury shares held on date of payment.<br />

* These are the gross amounts, before deducting taxation and minority interests.


11. PROPERTY, PLANT<br />

AND EQUIPMENT<br />

2007 2008 2009*<br />

<strong>Telkom</strong> Annual Report 2009 173<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

Accumu- Accumu- Accumu-<br />

lated lated lated<br />

depre- depre- depre-<br />

ciation and ciation and ciation and<br />

impair- Carrying impair- Carrying impair- Carrying<br />

Cost ment value Cost ment value Cost ment value<br />

Rm Rm Rm Rm Rm Rm Rm Rm Rm<br />

Freehold land and<br />

buildings 4,594 (1,837) 2,757 4,931 (2,010) 2,921 4,950 (2,136) 2,814<br />

Leasehold buildings 926 (362) 564 1,052 (418) 634 805 (477) 328<br />

Network equipment 63,003 (31,820) 31,183 69,572 (35,214) 34,358 59,765 (29,982) 29,783<br />

Support equipment<br />

Furniture and office<br />

4,045 (2,436) 1,609 4,355 (2,635) 1,720 3,921 (2,482) 1,439<br />

equipment<br />

Data processing<br />

equipment and<br />

536 (366) 170 568 (377) 191 453 (328) 125<br />

software<br />

Under<br />

5,836 (3,707) 2,129 6,279 (3,904) 2,375 5,543 (3,518) 2,025<br />

construction 2,536 – 2,536 4,200 – 4,200 4,612 – 4,612<br />

Other 860 (554) 306 1,046 (630) 416 721 (429) 292<br />

82,336 (41,082) 41,254 92,003 (45,188) 46,815 80,770 (39,352) 41,418<br />

Fully depreciated assets with a cost of R155 million (2008: R498 million; 2007: R1,225 million) were derecognised in the 2009 financial<br />

year. This has reduced both the cost price and accumulated depreciation of property, plant and equipment.<br />

Property, plant and equipment with a carrying value of R158 million (2008: R681 million; 2007: R574 million) are pledged as security.<br />

Details of the loans are disclosed in note 28.<br />

* Net of assets of disposal groups classified as held for sale.


174<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

11. PROPERTY, PLANT AND EQUIPMENT (continued)<br />

The carrying amounts of property, plant and equipment can be reconciled as follows:**<br />

Carrying Transfers Impairment, Carrying<br />

value at to Business Foreign write-offs value at<br />

beginning disposal combi- currency and Depre- end of<br />

of year groups Additions nations Transfers* translation reversals Disposals ciation year<br />

Rm Rm Rm Rm Rm Rm Rm Rm Rm Rm<br />

2009<br />

Freehold land and buildings 2,921 (293) 283 – 82 (4) (5) (2) (168) 2,814<br />

Leasehold buildings 634 (360) 119 – 24 (64) – – (25) 328<br />

Network equipment 34,358 (7,951) 2,913 – 3,378 30 (141) (71) (2,733) 29,783<br />

Support equipment 1,720 (235) 137 – 112 1 (12) – (284) 1,439<br />

Furniture and office equipment 191 (72) 19 – 13 1 – – (27) 125<br />

Data processing equipment<br />

and software 2,375 (370) 154 – 310 (1) (5) (1) (437) 2,025<br />

Under construction 4,200 – 4,872 – (4,120) (238) (102) – – 4,612<br />

Other 416 (304) 228 – 13 (1) (1) – (59) 292<br />

46,815 (9,585) 8,725 – (188) (276) (266) (74) (3,733) 41,418<br />

2008<br />

Freehold land and buildings 2,757 – 300 22 27 2 (3) (8) (176) 2,921<br />

Leasehold buildings 564 – 136 26 32 1 (67) (1) (57) 634<br />

Network equipment 31,183 – 5,167 404 1,301 272 (136) (107) (3,726) 34,358<br />

Support equipment 1,609 – 316 1 116 3 (8) – (317) 1,720<br />

Furniture and office equipment 170 – 78 3 1 1 (8) (1) (53) 191<br />

Data processing equipment<br />

and software 2,129 – 525 31 150 6 (19) (2) (445) 2,375<br />

Under construction 2,536 – 3,416 135 (1,737) 2 (152) – – 4,200<br />

Other 306 – 170 8 11 7 (2) (3) (81) 416<br />

41,254 – 10,108 630 (99) 294 (395) (122) (4,855) 46,815<br />

2007<br />

Freehold land and buildings 2,699 – 209 – – 2 17 (1) (169) 2,757<br />

Leasehold buildings 618 – – – 1 – – (14) (41) 564<br />

Network equipment 28,941 – 5,154 1 849 240 (199) (270) (3,533) 31,183<br />

Support equipment 1,321 – 442 – 109 2 (15) – (250) 1,609<br />

Furniture and office equipment 134 – 51 3 8 1 – – (27) 170<br />

Data processing equipment<br />

and software 2,082 – 466 12 (36) 8 (10) (2) (391) 2,129<br />

Under construction 1,320 – 2,165 – (912) – (37) – – 2,536<br />

Other 159 – 161 – 58 4 (1) (3) (72) 306<br />

37,274 – 8,648 16 77 257 (245) (290) (4,483) 41,254<br />

Full details of land and buildings are available for inspection at the registered offices of the Group.<br />

The Group does not have temporarily idle property, plant and equipment.<br />

A major portion of this capital expenditure relates to the expansion of existing networks and services. An extensive build programme that provides capacity<br />

for growth in services, with focus on Next Generation Network technologies, roll-out of the W-CDMA network and Multi-Links’s expansion of network<br />

equipment, has resulted in an increase in property, plant and equipment additions.<br />

During the 2008 financial year, the Group recognised an impairment loss relating to <strong>Telkom</strong> Media assets. The recoverable amount for certain items of<br />

property, plant and equipment was estimated, and an impairment loss of R217 million was recognised in order to reduce the carrying amount of those<br />

assets to their recoverable amount. The impairment has been included in impairment, write-offs and reversals.<br />

Included in the current year’s additions in the other category, is an amount of R179 million (2008: R31 million; 2007: RNil) that relates to finance leases.<br />

An amount of R71 million (2008: R88 million; 2007: R240 million) under property, plant and equipment disposals relates to the reclassification of<br />

Customer Premises Equipment at the start of the lease. These disposals are as a result of the Group entering into a leasing arrangement.<br />

* An amount of R21 million was transferred from network equipment to cash and cash equivalents for <strong>Telkom</strong> Media.<br />

** The 2009 reconciliation excludes assets held in the disposal groups held for sale, refer to note 9.


2007 2008 2009*<br />

<strong>Telkom</strong> Annual Report 2009 175<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

Accumulated Accumulated Accumulated<br />

amortisation amortisation amortisation<br />

and impair- Carrying and impair- Carrying and impair- Carrying<br />

Cost ment value Cost ment value Cost ment value<br />

Rm Rm Rm Rm Rm Rm Rm Rm Rm<br />

12. INTANGIBLE ASSETS<br />

Goodwill 673 – 673 3,267 (12) 3,255 3,461 (501) 2,960<br />

Trademarks, copyrights<br />

and other 761 (521) 240 1,127 (633) 494 677 (332) 345<br />

Licences 222 (116) 106 311 (140) 171 228 (35) 193<br />

Software 6,720 (3,737) 2,983 8,106 (4,298) 3,808 7,045 (3,799) 3,246<br />

Under construction 1,109 – 1,109 740 – 740 488 – 488<br />

* Net of assets of disposal groups classified as held for sale.<br />

9,485 (4,374) 5,111 13,551 (5,083) 8,468 11,899 (4,667) 7,232<br />

The carrying amounts of intangible assets can be reconciled as follows:**<br />

Carrying Transfers Impair- Carrying<br />

value at to Business Foreign ment value at<br />

beginning disposal combi- currency and Amor- end of<br />

of year groups Additions nations Transfers translation write-offs tisation year<br />

Rm Rm Rm Rm Rm Rm Rm Rm Rm<br />

2009<br />

Goodwill<br />

Trademarks, copyrights<br />

3,255 (947) – 1,309 – (156) (501) – 2,960<br />

and other 494 (178) 300 – (28) (22) – (221) 345<br />

Licences 171 (104) 41 – 137 (42) – (10) 193<br />

Software 3,808 (882) 209 – 613 (8) (1) (493) 3,246<br />

Under construction 740 – 356 – (555) 2 (55) – 488<br />

8,468 (2,111) 906 1,309 167 (226) (557) (724) 7,232<br />

2008<br />

Goodwill<br />

Trademarks, copyrights<br />

673 – 492 1,727 – 375 (12) – 3,255<br />

and other 240 – 174 165 – 20 – (105) 494<br />

Licences 106 – 32 36 – 15 (3) (15) 171<br />

Software 2,983 – 739 – 713 9 (10) (626) 3,808<br />

Under construction 1,109 – 354 – (614) – (109) – 740<br />

5,111 – 1,791 1,928 99 419 (134) (746) 8,468<br />

2007<br />

Goodwill<br />

Trademarks, copyrights<br />

305 – 186 173 – 9 – – 673<br />

and other 213 – 8 69 – – – (50) 240<br />

Licences 60 – 47 1 – 8 – (10) 106<br />

Software 2,269 – 628 – 559 7 (4) (476) 2,983<br />

Under construction 1,063 – 729 – (636) – (47) – 1,109<br />

3,910 – 1,598 243 (77) 24 (51) (536) 5,111<br />

Intangible assets that are material to the Group consist of Software and Goodwill. The average remaining amortisation period for Software<br />

is between 2 and 10 years.<br />

** The 2009 reconciliation excludes assets held in the disposal groups held for sale, refer to note 9.


176<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

12. INTANGIBLE ASSETS (continued)<br />

Impairment testing of goodwill<br />

For the purposes of impairment testing, goodwill is allocated to the smallest cash-generating unit. A cash-generating unit is the smallest<br />

identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of<br />

assets. The Group reviews goodwill for impairment annually by comparing the recoverable amounts of cash-generating units to the carrying<br />

amounts.<br />

Goodwill acquired through business combinations has been allocated to two cash-generating units for impairment testing as follows:<br />

Africa Online Limited (Kenya)<br />

Multi-Links Telecommunications Limited (Nigeria)<br />

Kenya<br />

The carrying amount of goodwill is R144 million.<br />

For the period ending March 31, 2009, Africa Online was treated as one cash-generating unit for impairment testing purposes. This<br />

represents the lowest level within the Group at which the goodwill is monitored for internal management purposes.<br />

Goodwill relating to Africa Online was tested for impairment on March 31, 2009. The recoverable amount of goodwill relating to Africa<br />

Online was determined on the basis of value in use calculations.<br />

Key assumptions used to determine the value in use include the discount rate and cash flows. Cash flows are based on a five year forecast<br />

of future cash flows, extrapolated in perpetuity to reflect the long-term plans for the entity, using a weighted average cost of capital of 15.4%<br />

(2008: 11.59%) and a terminal growth rate of 3%.<br />

An impairment loss of R39 million (2008: R12 million) was recognised.<br />

Nigeria<br />

The carrying amount of goodwill is R2,749 million.<br />

Multi-Links has been identified as a single cash-generating unit within the Group. The recoverable amount of goodwill relating to Multi-Links<br />

was determined using the discounted cash flow method.<br />

The key assumptions in determining cash flows are a five year forecast of future cash flows, extrapolated in perpetuity to reflect the longterm<br />

plans for the entity, using a weighted average cost of capital of 18.8%. The calculated perpetuity value for Multi-Links assumes that<br />

the company will continue to grow at 3% p.a. (nominal).<br />

Key assumptions used in the testing of goodwill for impairment:<br />

Applicable to all cash-generating units<br />

Expected customer base: The basis for determining value(s) assigned to key assumptions is based on the closing customer base in the period<br />

immediately preceding the budget period and increased for expected growth. The value assigned to key assumptions reflects past<br />

experience, and has an element of potential growth. The growth is based on market assumptions.<br />

Gross margin: The basis for determining value(s) assigned to key assumptions is based on the average gross margin achieved in the period<br />

immediately before the budget period and increased for expected efficiences. The value assigned reflects past experience and efficiency<br />

improvements.<br />

Capital expenditure: The basis for determining value(s) assigned to key assumptions is based on the total capital expenditure achieved in<br />

the period immediately before the budget period and adjusted for expected network coverage roll-out. The value assigned is based on<br />

management’s expected network coverage roll-out.<br />

Applicable to all cash-generating units except for the Africa Online cash-generating units<br />

<strong>AR</strong>PU: The basis for determining value(s) assigned to key assumptions is based on past experience and expected growth which is based<br />

on market forces and external sources of information.<br />

Applicable to all non-South African cash-generating units<br />

Exchange rates: The basis for determining value(s) assigned to key assumptions is based on the average market forward exchange rate<br />

over the budget period in respect of the Z<strong>AR</strong>/US$. The value assigned to the key assumption is consistent with external sources of<br />

information.


13. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT<br />

Risk management<br />

<strong>Telkom</strong> Annual Report 2009 177<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

Exposure to continuously changing market conditions has made management of financial risk critical for the Group. As a result of the<br />

financial instruments held, the Group is exposed to market risk (comprising interest rate risk and currency risk), credit risk and liquidity risk.<br />

Treasury policies, risk limits and control procedures are continuously monitored by the Board of directors through its audit and risk<br />

management committee.<br />

The Group holds or issues financial instruments to finance its operations, for the temporary investment of short-term funds and to manage<br />

currency and interest rate risks. In addition, financial instruments, for example trade receivables and payables, arise directly from the<br />

Group’s operations.<br />

The Group finances its operations primarily by a mixture of issued share capital, retained earnings, long-term and short-term loans. The<br />

Group uses derivative financial instruments to manage its exposure to market risks from changes in interest and foreign exchange rates. The<br />

derivatives used for this purpose are principally interest rate swaps and forward exchange contracts. The Group does not speculate in<br />

derivative instruments.<br />

The table below sets out the Group’s classification of financial assets and liabilities:<br />

At fair<br />

value<br />

through<br />

profit or Financial<br />

loss liabilities at Total<br />

held for amortised Held-to- Available- Loans and carrying<br />

trading cost maturity for-sale receivables value Fair value<br />

Note Rm Rm Rm Rm Rm Rm Rm<br />

2009<br />

Classes of financial<br />

instruments per balance sheet<br />

Assets 1,442 – 1,046 – 7,976 10,464 10,464<br />

Investments 14 1,286 – – – 97 1,383 1,383<br />

Trade and other receivables* 19 – – – – 5,673 5,673 5,673<br />

Other financial assets 20 156 – 1,046 – – 1,202 1,202<br />

Interest rate swaps 4 – – – – 4 4<br />

Forward exchange contracts 152 – – – – 152 152<br />

Repurchase agreements – – 1,046 – – 1,046 1,046<br />

Finance lease receivables 16 – – – – 275 275 275<br />

Cash and cash equivalents 21 – – – – 1,931 1,931 1,931<br />

Liabilities (228) (23,963) – – – (24,191) (25,265)<br />

Interest-bearing debt 28 – (18,275) – – – (18,275) (19,349)<br />

Trade and other payables 31 – (5,538) – – – (5,538) (5,538)<br />

Other financial liabilities 20 (228) – – – – (228) (228)<br />

Interest rate swaps (72) – – – – (72) (72)<br />

Forward exchange contracts (156) – – – – (156) (156)<br />

Credit facilities utilised 21 – (127) – – – (127) (127)<br />

Shareholders for dividends 35 – (23) – – – (23) (23)<br />

* Trade and other receivables are disclosed net of prepayments of R307 million (2008: R404 million; 2007: R256 million).


178<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

13. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)<br />

Risk management (continued)<br />

2008<br />

At fair<br />

value<br />

through<br />

profit or Financial<br />

loss liabilities at Total<br />

held for amortised Held-to- Available- Loans and carrying<br />

trading cost maturity for-sale receivables value Fair value<br />

Note Rm Rm Rm Rm Rm Rm Rm<br />

Classes of financial<br />

instruments per balance sheet<br />

Assets 1,991 – – 55 10,155 12,201 12,201<br />

Investments 14 1,377 – – 55 67 1,499 1,499<br />

Trade and other receivables* 19 – – – – 8,582 8,582 8,582<br />

Other financial assets 20 614 – – – – 614 614<br />

Interest rate swaps<br />

Forward exchange<br />

9 – – – – 9 9<br />

contracts 589 – – – – 589 589<br />

Other financial assets 16 – – – – 16 16<br />

Finance lease receivables 16 – – – – 372 372 372<br />

Cash and cash equivalents 21 – – – – 1,134 1,134 1,134<br />

Liabilities (1,290) (25,866) – – – (27,156) (27,692)<br />

Interest-bearing debt 28 – (15,733) – – – (15,733) (16,269)<br />

Trade and other payables 31 – (8,771) – – – (8,771) (8,771)<br />

Other financial liabilities 20 (1,290) – – – – (1,290) (1,290)<br />

Put option (Multi-Links) (919) – – – – (919) (919)<br />

Put option (Vodacom DRC) (198) – – – – (198) (198)<br />

Forward exchange contracts (173) – – – – (173) (173)<br />

Credit facilities utilised 21 – (1,342) – – – (1,342) (1,342)<br />

Shareholders for dividend 35 – (20) – – – (20) (20)<br />

* Trade and other receivables are disclosed net of prepayments of R307 million (2008: R404 million; 2007: R256 million).


13. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)<br />

Risk management (continued)<br />

2007<br />

At fair<br />

value<br />

through<br />

profit or Financial<br />

loss liabilities at Total<br />

held for amortised Held-to- Available- Loans and carrying<br />

<strong>Telkom</strong> Annual Report 2009 179<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

trading cost maturity for-sale receivables value Fair value<br />

Note Rm Rm Rm Rm Rm Rm Rm<br />

Classes of financial<br />

instruments per balance sheet<br />

Assets 1,608 – 246 47 7,861 9,762 9,762<br />

Investments 14 1,349 – – 47 65 1,461 1,461<br />

Trade and other receivables* 19 – – – – 7,047 7,047 7,047<br />

Other financial assets 20 259 – – – – 259 259<br />

Bills of exchange 98 – – – – 98 98<br />

Interest rate swaps 16 – – – – 16 16<br />

Forward exchange contracts 145 – – – – 145 145<br />

Finance lease receivables 16 – – 246 – – 246 246<br />

Cash and cash equivalents 21 – – – – 749 749 749<br />

Liabilities (327) (17,959) – – – (18,286) (19,676)<br />

Interest-bearing debt 28 (98) (10,266) – – – (10,364) (11,754)<br />

Trade and other payables 31 – (7,237) – – – (7,237) (7,237)<br />

Other financial liabilities 20 (229) – – – – (229) (229)<br />

Put option (Vodacom DRC) (125) – – – – (125) (125)<br />

Interest rate swaps (26) – – – – (26) (26)<br />

Forward exchange contracts (42) – – – – (42) (42)<br />

Other financial liabilities (36) – – – – (36) (36)<br />

Credit facilities utilised 21 – (441) – – – (441) (441)<br />

Shareholders for dividend 35 – (15) – – – (15) (15)<br />

* Trade and other receivables are disclosed net of prepayments of R307 million (2008: R404 million; 2007: R256 million).


180<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

13. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)<br />

13.1 Fair value of financial instruments<br />

Carrying value of all financial instruments noted in the balance sheet approximates fair value except as disclosed below.<br />

The estimated net fair values as at March 31, 2009, have been determined using available market information and appropriate valuation<br />

methodologies as outlined below.<br />

Derivatives are recognised at fair value.<br />

The fair values of derivatives are determined using quoted prices or, where such prices are not available, discounted cash flow analysis is<br />

used. These amounts reflect the approximate values of the net derivative position at the balance sheet date.<br />

The fair value of receivables, bank balances, repurchase agreements and other liquid funds, payables and accruals, approximate their fair<br />

amount due to the short-term maturities of these instruments.<br />

The fair values of the borrowings disclosed above are based on quoted prices or, where such prices are not available, the expected future<br />

payments discounted at market interest rates, as a result they differ from carrying values.<br />

The fair values of listed investments are based on quoted market prices.<br />

13.2 Interest rate risk management<br />

Interest rate risk arises from the repricing of the Group’s forward cover and floating rate debt as well as incremental funding or new<br />

borrowings and the refinancing of existing borrowings.<br />

The Group’s policy is to manage interest cost through the utilisation of a mix of fixed and floating rate debt. In order to manage this mix in<br />

a cost efficient manner and to hedge specific exposure in the interest rate repricing profile of the existing borrowings and anticipated peak<br />

additional borrowings, the Group makes use of interest rate derivatives as approved in terms of the Group policy limits. Fixed rate debt<br />

represents approximately 64.86% (2008: 51.88%; 2007: 90.37%) of the total debt, after taking the instruments listed below into<br />

consideration. There were no changes in the policies and processes for managing and measuring the risk from the previous period.<br />

The table below summarises the interest rate swaps outstanding as at March 31:<br />

Notional Weighted<br />

Average amount average<br />

maturity Currency Rm coupon rate<br />

2009<br />

Interest rate swaps outstanding<br />

Pay fixed 2-5 years Z<strong>AR</strong> 2,000 10.84%<br />

2008<br />

Interest rate swaps outstanding<br />

Pay fixed < 1 year Z<strong>AR</strong> 27 13.62%<br />

Receive fixed 1-5 years Z<strong>AR</strong> 58 13.30%<br />

2007<br />

Interest rate swaps outstanding<br />

Pay fixed < 1 year Z<strong>AR</strong> 1,000 14.67%<br />

Receive fixed 1-5 years Z<strong>AR</strong> 38 11.45%<br />

Pay fixed<br />

>5 years Z<strong>AR</strong> 61 11.44%<br />

The floating rate is based on the three month JIB<strong>AR</strong>, and is settled quarterly in arrears. The interest rate swaps are used to manage interest<br />

rate risk on debt instruments.


13. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)<br />

13.3 Credit risk management<br />

Credit risk is the risk due to uncertainty in a counterparty’s ability to meet its obligations as they fall due.<br />

<strong>Telkom</strong> Annual Report 2009 181<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

Credit risk arises from derivative contracts entered into with financial institutions with a rating of A1 or better. The Group is not exposed to<br />

significant concentrations of credit risk. Credit limits are set on an individual basis. The maximum exposure to the Group from counterparties<br />

is a net favourable position of R29 million (2008: R438 million; 2007: R144 million). No collateral is required when entering into<br />

derivative contracts. Credit limits are reviewed on an annual basis or when information becomes available in the market. The Group limits<br />

the exposure to any counterparty and exposures are monitored daily. The Group expects that all counterparties will meet their obligations.<br />

With regard to credit risk arising from other financial assets of the Group, which comprises held-to-maturity investments, financial assets held<br />

at fair value through profit or loss, loans and receivables and available-for-sale assets, the Group’s exposure to credit risk arises from a<br />

potential default by a counterparty, with a maximum exposure equal to the carrying amount of these instruments.<br />

The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each type of customer. Management reduces<br />

the risk of irrecoverable debt by improving credit management through credit checks and limits. To reduce the risk of counterparty failure,<br />

limits are set based on the individual ratings of counterparties by well-known ratings agencies. Trade receivables comprise a large<br />

widespread customer base, covering residential, business, government, wholesale, global and corporate customer profiles.<br />

Credit checks are performed on all customers, other than prepaid customers, on application for new services on an ongoing basis where<br />

appropriate.<br />

The Group establishes an allowance for impairment that represents its estimate of incurred losses in respect of trade and other receivables.<br />

The collective loss allowance is determined based on historical data of payment statistics for similar financial assets as well as expected<br />

future cash flows. Refer to note 19.<br />

The Group has provided a financial guarantee to Africa Online Limited for bank loans to the value of R26 million as at March 31, 2009<br />

(2008: R23 million; 2007: RNil).<br />

<strong>Telkom</strong> guarantees a certain portion of employees’ housing loans. The amount guaranteed differs depending on facts such as employment<br />

period and salary rates. When an employee leaves the employment of <strong>Telkom</strong>, any housing debt guaranteed by <strong>Telkom</strong> is settled before<br />

any pension payout can be made to the employee. There is no provision outstanding in respect of these contingencies. The maximum<br />

amount of the guarantee in the event of a default is R12 million. The fair value of the guarantee at March 31, 2009 was RNil (2008:<br />

RNil; 2007: RNil).<br />

Given the deterioration of credit markets, stricter objectives, policies and processes were applied for managing and measuring the risk than<br />

in the previous period.


182<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

13. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)<br />

13.3 Credit risk management (continued)<br />

The maximum exposure to credit risk for financial assets at the reporting date by type of customer was:<br />

Trade receivables<br />

Carrying amount<br />

2007 2008 2009<br />

Rm Rm Rm<br />

Fixed-line 3,926 4,401 4,231<br />

Business and residential 1,924 1,824 1,870<br />

Global, corporate and wholesale 1,643 1,875 1,708<br />

Government 318 368 444<br />

Other customers 41 334 209<br />

Mobile 2,299 2,880 –<br />

Multi-Links – 38 72<br />

Other 567 666 720<br />

Impairment of trade receivables (235) (290) (324)<br />

Subtotal for trade receivables 6,557 7,695 4,699<br />

Other receivables* 490 887 974<br />

Other financial assets 259 614 1,202<br />

* Excluding prepayments.<br />

7,306 9,196 6,875<br />

The ageing of trade receivables at the reporting date was:<br />

Not past due/current 5,829 6,840 3,582<br />

Ageing of past due but not impaired<br />

21 to 60 days 331 384 441<br />

61 to 90 days 80 110 135<br />

91 to 120 days 59 71 84<br />

120+ days 258 290 457<br />

6,557 7,695 4,699<br />

The ageing in the allowance for the impairment of trade receivables<br />

at reporting date was:<br />

Fixed-line and other<br />

Current defaulted trade 24 53 70<br />

21 to 60 days 21 25 30<br />

61 to 90 days 19 31 19<br />

91 to 120 days 15 19 74<br />

120+ days 118 121 131<br />

197 249 324<br />

Mobile 38 41 –<br />

235 290 324


13. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)<br />

13.3 Credit risk management (continued)<br />

The movement in the allowance for impairment in respect of trade receivables during the year is disclosed in note 19.<br />

<strong>Telkom</strong> Annual Report 2009 183<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

Included in the allowance for doubtful debts are individually impaired receivables with a balance of R49 million (2008: R32 million; 2007:<br />

R49 million) which have been identified as being unable to service their debt obligation. The impairment recognised represents the<br />

difference between the carrying amount of these trade receivables and the present value of the expected liquidation proceeds. The Group<br />

does not hold any collateral over these balances.<br />

During the 2009 year end the Group renegotiated the terms of trade receivables amounting to R1,9 million from a long outstanding<br />

customer. No impairment losses were recognised.<br />

13.4 Liquidity risk management<br />

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group is exposed to liquidity<br />

risk as a result of uncertain cash flows as well as capital commitments. Liquidity risk is managed by the Group’s various Corporate Finance<br />

divisions in accordance with policies and guidelines formulated by the Group’s executive committees. In terms of its borrowing requirements<br />

the Group ensures that sufficient facilities exist to meet its immediate obligations. In terms of its long-term liquidity risk, the Group maintains<br />

a reasonable balance between the period over which assets generate funds and the period over which the respective assets are funded.<br />

Short-term liquidity gaps may be funded through repurchase agreements and commercial paper bills.<br />

There were no material changes in the exposure to liquidity risk and its objectives, policies and processes for managing and measuring<br />

the risk from the previous period.<br />

The table below summarises the maturity profile of the Group’s financial liabilities based on undiscounted contractual cash flow at the<br />

balance sheet date:<br />

Carrying Contractual 0 – 12 1 – 2 2 – 5 > 5<br />

amount cash flows months years years years<br />

Note Rm Rm Rm Rm Rm Rm<br />

2009<br />

Non-derivative financial liabilities<br />

Finance lease liabilities<br />

Interest-bearing debt (excluding<br />

38 986 1,848 165 172 516 995<br />

finance leases) 28 17,291 18,866 7,670 1,817 5,621 3,758<br />

Trade and other payables 31 5,538 5,778 5,778 – – –<br />

Credit facilities utilised<br />

Derivative financial liabilities<br />

21 127 127 127 – – –<br />

Other financial liabilities 20 228 228 156 72 – –<br />

Interest rate swaps 72 72 – 72 – –<br />

Forward exchange contracts 156 156 156 – – –<br />

24,170 26,847 13,896 2,061 6,137 4,753


184<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

13. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)<br />

13.4 Liquidity risk management (continued)<br />

Carrying Contractual 0 – 12 1 – 2 2 – 5 > 5<br />

amount cash flows months years years years<br />

Note Rm Rm Rm Rm Rm Rm<br />

2008<br />

Non-derivative financial liabilities<br />

Finance lease liabilities<br />

Interest-bearing debt (excluding finance<br />

38 1,167 2,198 257 202 589 1,150<br />

leases) 28 14,566 16,672 6,350 4,835 2,733 2,754<br />

Trade and other payables 31 8,771 8,771 8,771 – – –<br />

Credit facilities utilised<br />

Derivative financial liabilities<br />

21 1,342 1,342 1,342 – – –<br />

Other financial liabilities 20 1,290 1,290 371 919 – –<br />

Put option (Multi-Links) 919 919 – 919 – –<br />

Put option (Vodacom DRC) 198 198 198 – – –<br />

Forward exchange contracts 173 173 173 – – –<br />

27,136 30,273 17,091 5,956 3,322 3,904<br />

2007<br />

Non-derivative financial liabilities<br />

Finance lease liabilities<br />

Interest-bearing debt (excluding<br />

38 1,220 2,424 231 276 585 1,332<br />

finance leases) 28 9,144 11,329 6,133 1 2,551 2,644<br />

Trade and other payables 31 7,237 7,237 7,237 – – –<br />

Credit facilities utilised<br />

Derivative financial liabilities<br />

21 441 441 441 – – –<br />

Other financial liabilities 20 229 229 229 – – –<br />

Put option (Vodacom DRC) 125 125 125 – – –<br />

Interest rate swaps 26 26 26 – – –<br />

Forward exchange contracts 42 42 42 – – –<br />

Other financial liability 36 36 36 – – –<br />

18,271 21,660 14,271 277 3,136 3,976


13. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)<br />

13.5 Foreign currency exchange rate risk management<br />

<strong>Telkom</strong> Annual Report 2009 185<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

The Group manages its foreign currency exchange rate risk by economically hedging all identifiable exposures via various financial<br />

instruments suitable to the Group’s risk exposure.<br />

Forward exchange contracts have been entered into to reduce the foreign currency exposure on the Group’s operations and liabilities. The<br />

Group also enters into foreign forward exchange contracts to economically hedge interest expense and purchase and sale commitments<br />

denominated in foreign currencies (primarily United States dollars and euros). The purpose of the Group’s foreign currency hedging activities<br />

is to protect the Group from the risk that the eventual net cash flows will be adversely affected by changes in exchange rates.<br />

There were no changes in the exposure to foreign currency exchange rate risk and its objectives, policies and processes for managing and<br />

measuring the risk from the previous period.<br />

The following table details the foreign forward exchange contracts outstanding at year end:<br />

Foreign<br />

contract Forward<br />

amount amount Fair value<br />

To buy m Rm Rm<br />

2009<br />

Currency<br />

US$ 155 1,477 14<br />

Euro 92 1,205 (24)<br />

Other 36 69 (3)<br />

2008<br />

Currency<br />

US$ 139 1,042 109<br />

Euro 252 2,826 444<br />

Pound Sterling 19 281 30<br />

Other 31 32 6<br />

2007<br />

Currency<br />

US$ 181 1,329 (1)<br />

Euro 196 1,899 23<br />

Pound Sterling 19 261 6<br />

Other 66 49 (1)<br />

2,751<br />

4,181<br />

3,538


186<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

13. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)<br />

13.5 Foreign currency exchange rate risk management (continued)<br />

Foreign<br />

contract Forward<br />

amount amount Fair value<br />

To sell m Rm Rm<br />

2009<br />

Currency<br />

US$ 99 947 (22)<br />

Euro 35 485 28<br />

Other 21 43 4<br />

2008<br />

Currency<br />

US$ 78 596 (68)<br />

Euro 73 848 (103)<br />

Pound Sterling 5 89 (1)<br />

Other 17 22 (1)<br />

2007<br />

Currency<br />

US$ 122 994 88<br />

Euro 52 505 (5)<br />

Pound Sterling 4 51 1<br />

Other 29 17 –<br />

The Group has various monetary assets and liabilities in currencies other than the Group’s functional currency. The following table represents<br />

the net currency exposure (net carrying amount of foreign denominated monetary assets and liabilities) of the Group according to the<br />

different foreign currencies.<br />

1,475<br />

1,555<br />

1,567<br />

South United<br />

African Pound States<br />

Rand Euro Sterling Dollar Other<br />

Rm Rm Rm Rm Rm<br />

2009<br />

Net foreign currency monetary assets/(liabilities)<br />

Functional currency of company operation<br />

South African rand – 204 – 650 19<br />

Naira – – – (1,611) –<br />

2008<br />

Net foreign currency monetary assets/(liabilities)<br />

Functional currency of company operation<br />

South African Rand – 481 (133) 224 (13)<br />

United States Dollar – 8 – – (17)<br />

Naira – – – (446) –


13. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)<br />

13.5 Foreign currency exchange rate risk management (continued)<br />

South United<br />

African Pound States<br />

<strong>Telkom</strong> Annual Report 2009 187<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

Rand Euro Sterling Dollar Other<br />

Rm Rm Rm Rm Rm<br />

2007<br />

Net foreign currency monetary assets/(liabilities)<br />

Functional currency of company operation<br />

South African rand – 475 (166) 159 32<br />

United States dollar 26 (25) – – (17)<br />

Currency swaps<br />

There were no currency swaps in place at March 31, 2009, 2008 and 2007.<br />

13.6 Sensitivity analysis<br />

Interest rate risk<br />

The following table illustrates the sensitivity to a reasonably possible change in the interest rates, with all other variables held constant:<br />

+1% movement –1% movement<br />

Other Other<br />

movements movements<br />

Profit in equity Profit in equity<br />

Rm Rm Rm Rm<br />

2009<br />

Classes of financial instruments per balance sheet<br />

Assets<br />

Trade and other receivables 5 – (5) –<br />

Other financial assets 28 – (28) –<br />

Interest rate swaps 18 – (18) –<br />

Repurchase agreements 10 – (10) –<br />

Liabilities<br />

Interest-bearing debt (67) – 67 –<br />

Other financial liabilities 15 – (15) –<br />

Interest rate swaps 15 – (15) –<br />

(19) – 19 –


188<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

13. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)<br />

13.6 Sensitivity analysis (continued)<br />

Interest rate risk (continued)<br />

+1% movement –1% movement<br />

Other Other<br />

movements movements<br />

Profit in equity Profit in equity<br />

Rm Rm Rm Rm<br />

2008<br />

Classes of financial instruments per balance sheet<br />

Assets<br />

Trade and other receivables<br />

Liabilities<br />

5 – (5) –<br />

Interest-bearing debt (62) – 62 –<br />

(57) – 57 –<br />

2007<br />

Classes of financial instruments per balance sheet<br />

Assets<br />

Trade and other receivables<br />

Liabilities<br />

4 – (4) –<br />

Interest-bearing debt (1) – 1 –<br />

Other financial liabilities 2 – (2) –<br />

Forward exchange contract 2 – (2)<br />

5 – (5) –<br />

Foreign exchange currency risk<br />

The following table illustrates the sensitivity to a reasonably possible change in the exchange rates, with all other variables held constant.<br />

+10% movement –10% movement<br />

(depreciation) (appreciation)<br />

Other Other<br />

movements movements<br />

Profit in equity Profit in equity<br />

Rm Rm Rm Rm<br />

2009<br />

Classes of financial instruments per balance sheet<br />

Assets<br />

Trade and other receivables 40 – (40)<br />

Other financial assets 1 – (1) –<br />

Forward exchange contract 1 – (1) –<br />

Liabilities<br />

Interest-bearing debt (70) – 70 –<br />

Trade and other payables (173) – 173 –<br />

Other financial liabilities 128 – (128) –<br />

Forward exchange contract 128 – (128) –<br />

(74) – 74 –


13. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)<br />

13.6 Sensitivity analysis (continued)<br />

Foreign exchange currency sensitivity (continued)<br />

<strong>Telkom</strong> Annual Report 2009 189<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

+10% movement –10% movement<br />

(depreciation) (appreciation)<br />

Other Other<br />

movements movements<br />

Profit in equity Profit in equity<br />

Rm Rm Rm Rm<br />

2008<br />

Classes of financial instruments per balance sheet<br />

Assets<br />

Trade and other receivables 10 – (10) –<br />

Other financial assets 331 – (331) –<br />

Forward exchange contract 331 – (331) –<br />

Liabilities<br />

Interest-bearing debt 68 – (68) –<br />

Trade and other payables (95) – 95 –<br />

Other financial liabilities (153) – 153 –<br />

Forward exchange contract (153) – 153 –<br />

161 – (161) –<br />

2007<br />

Classes of financial instruments per balance sheet<br />

Assets<br />

Trade and other receivables 10 – (10) –<br />

Other financial assets 74 – (74) –<br />

Forward exchange contract 74 – (74) –<br />

Liabilities<br />

Interest-bearing debt 10 – (10) –<br />

Trade and other payables (40) – 40 –<br />

Other financial liabilities 11 – (11) –<br />

Forward exchange contract 11 – (11) –<br />

45 – (45) –


190<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

13. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)<br />

13.7 Exchange rate table (closing rate)<br />

2007 2008 2009<br />

R R R<br />

United States Dollar 7.248 8.132 9.484<br />

Euro 9.649 12.854 12.617<br />

Pound Sterling 14.189 16.166 13.555<br />

Swedish Krona 1.033 1.370 1.153<br />

Japanese Yen 0.061 0.082 0.097<br />

13.8 Capital management<br />

The Group’s policy is to maintain a strong capital base so as to sustain investor, creditor and market confidence and to sustain future<br />

development of the business. Capital comprises equity attributable to equity holders of <strong>Telkom</strong>. The Group monitors capital using net debt<br />

to EBITDA ratio. <strong>Telkom</strong>’s policy is to keep the net debt to EBITDA ratio between 1 and 2 times. Included in net debt are interest-bearing<br />

loans and borrowings, credit facilities and other financial liabilities, less cash and cash equivalents and other financial assets.<br />

<strong>Telkom</strong> plans on continuing its share buy-back strategy based on certain criteria, including market conditions, availability of cash and other<br />

investment opportunities and needs.<br />

All of <strong>Telkom</strong>’s issued and outstanding ordinary shares, including the class A ordinary share and the class B ordinary share, rank equal for<br />

dividends. No dividend may be declared to a holder of the class A ordinary share or class B ordinary share, unless the same dividend is<br />

declared to holders of all ordinary shares. <strong>Telkom</strong>’s current dividend policy aims to provide shareholders with a competitive return on their<br />

investment, while assuring sufficient reinvestment of profits to enable the Group to achieve its strategy. <strong>Telkom</strong> may revise its dividend policy<br />

from time to time. The determination to pay dividends and the amount of the dividends, will depend upon, among other things, the earnings,<br />

financial position, capital requirements, general business conditions, cash flows, net debt levels and share buy-back plans.<br />

The Group has access to financing facilities; the total unused amount is R6,237 million (2008: R7,565 million; 2007: R8,658 million) at<br />

the balance sheet date.<br />

There were no changes in the Group’s approach to capital management during the year.<br />

Neither the Group nor any of its subsidiaries are subject to externally imposed capital requirements.<br />

The net debt to EBITDA ratio is as follows:<br />

2007 2008 2009<br />

Rm Rm Rm<br />

Non-current portion of interest-bearing debt 4,338 9,403 10,653<br />

Current portion of interest -bearing debt 6,026 6,330 7,622<br />

Credit facilities utilised 441 1,342 127<br />

Non-current portion of other financial liabilities 36 919 –<br />

Current portion of other financial liabilities 193 371 228<br />

Less: Cash and cash equivalents (749) (1,134) (1,931)<br />

Less: Other financial assets (259) (614) (1,202)<br />

Net debt 10,026 16,617 15,497<br />

EBITDA 13,352 13,203 11,668<br />

Net debt to EBITDA ratio 0.75 1.26 1.33


<strong>Telkom</strong> Annual Report 2009 191<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

2007 2008 2009<br />

Rm Rm Rm<br />

14. INVESTMENTS 1,384 1,444 1,383<br />

Available-for-sale 47 55 –<br />

Unlisted investments<br />

Rascom – – –<br />

WBS Holdings (Proprietary) Limited<br />

2 500 ordinary shares at R0.01 each<br />

40 23 –<br />

Other investments 7 32 –<br />

Loans and receivables 65 63 97<br />

Mirambo Limited – 60 –<br />

Planetel Communications Limited 25 – –<br />

Caspian Limited 29 – –<br />

Number Portability Company (Proprietary) Limited 3 3 –<br />

Sekha-Metsi Investment Consortium Limited 8 – –<br />

Empresa Mocambicana de Telecommunicacoes S.A.R.L. (’Emotel’) – 4 –<br />

Other unlisted investments – – 97<br />

At fair value through profit or loss 1,349 1,377 1,286<br />

Linked insurance policies – Coronation 1,280 1,291 1,286<br />

Other money market investments 69 51 –<br />

Other unlisted investments – 35 –<br />

Less: Short-term investments (77) (51) –<br />

Sekha-Metsi Investment Consortium Limited (8) – –<br />

WBS Holdings (Proprietary) Limited (included in other unlisted investments) – (13) –<br />

Other money market investments (69) (38) –<br />

Included in held-for-trading investments is R1,286 million (2008: R1,290 million, 2007: R1,279 million) that will be used to fund the postretirement<br />

medical aid liability. These investments are made through a cell captive, in which <strong>Telkom</strong> holds 100% of the preference shares of the<br />

cell captive, and represent the fair value of the underlying investments of the cell captive. The initial cost of the investment amounts to R535 million<br />

(2008: R535 million; 2007: R535 million). <strong>Telkom</strong> bears all the risks and rewards of the investment, as the returns/losses on the preference<br />

shares are dependent on the performance of the underlying investments made by the cell captive. On this basis <strong>Telkom</strong> as the preference<br />

shareholder receives any residual gains or losses made by the cell captive. The ordinary shareholders of the cell captive do not bear any of the<br />

risks and rewards. The cell captive has been consolidated in full.


192<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

15. DEFERRED REVENUE AND DEFERRED EXPENSES<br />

2007 2008 2009<br />

Rm Rm Rm<br />

Deferred revenue 3,004 3,721 2,711<br />

Non-current deferred revenue 1,021 1,128 997<br />

Current portion of deferred revenue 1,983 2,593 1,714<br />

Deferred expenses 557 583 55<br />

Non-current deferred expenses 270 221 55<br />

Current portion of deferred expenses 287 362 –<br />

Included in non-current deferred expenses and revenue for the financial<br />

year end March 31, 2008 and 2007 is Vodacom unactivated starter packs.<br />

16. FINANCE LEASE RECEIVABLES<br />

The Group provides voice and non-voice services to its customers, which make use of router and PABX equipment that is dedicated to<br />

specific customers. The disclosed information relates to those arrangements which were assessed to be finance leases in terms of IAS17.<br />

Total < 1 year 1 – 5 years > 5 years<br />

Rm Rm Rm Rm<br />

2009<br />

Minimum lease payments<br />

Lease payments receivable 360 142 219 –<br />

Unearned finance income (85) (33) (53) –<br />

Present value of minimum lease payments 275 109 166 –<br />

Lease receivables 275 109 166 –<br />

2008<br />

Minimum lease payments<br />

Lease payments receivable 452 196 256 –<br />

Unearned finance income (80) (30) (50) –<br />

Present value of minimum lease payments 372 166 206 –<br />

Lease receivables 372 166 206 –<br />

2007<br />

Minimum lease payments<br />

Lease payments receivable 312 110 202 –<br />

Unearned finance income (66) (22) (44) –<br />

Present value of minimum lease payments 246 88 158 –<br />

Lease receivables 246 88 158 –


<strong>Telkom</strong> Annual Report 2009 193<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

2007 2008 2009<br />

Rm Rm Rm<br />

17. DEFERRED TAXATION (1,123) (1,374) (1,068)<br />

Opening balance (587) (1,123) (1,374)<br />

Transferred to disposal group – – 281<br />

Income statement movements (516) (219) 164<br />

Temporary differences (515) (331) (152)<br />

(Underprovision)/overprovision prior year (1) 53 (138)<br />

Capital gains taxation asset – – 454<br />

Change in taxation rate – 59 –<br />

Business combinations (16) (65) (137)<br />

Foreign currency translation reserve and foreign equity revaluation (4) 33 (2)<br />

The balance comprises: (1,123) (1,374) (1,067)<br />

Capital allowances (3,325) (3,841) 3,210)<br />

Provisions and other allowances 1,719 2,008 1,416<br />

Taxation losses 113 276 –<br />

Capital gains taxation asset – – 454<br />

STC taxation credits 370 183 273<br />

Deferred taxation balance is made up as follows: (1,123) (1,374) (1,067)<br />

Deferred taxation assets 593 605 756<br />

Deferred taxation liabilities (1,716) (1,979) (1,823)<br />

Unutilised STC credits 2,958 1,830 2,730<br />

Secondary taxation on companies (STC) is provided for a rate of<br />

10% on the amount by which dividends declared by <strong>Telkom</strong><br />

exceeds dividends received. The deferred taxation asset is raised as it is<br />

probable that it will be utilised in future. The asset will be released as a<br />

taxation expense when dividends are declared.<br />

The deferred taxation asset represents STC credits on past dividends<br />

received that are available to be utilised against dividends declared.<br />

The deferred taxation asset also includes deferred taxation on temporary<br />

differences arising on investments that were classified as held for sale in<br />

the period as well as STC credits on past dividends received.<br />

18. INVENTORIES 1,093 1,287 1,974<br />

Gross inventories 1,275 1,535 2,165<br />

Write-down of inventories to net realisable value (182) (248) (191)<br />

Inventories consist of the following categories: 1,093 1,287 1,974<br />

Installation material, maintenance material and network equipment 811 895 1,051<br />

Merchandise 282 392 923<br />

Write-down of inventories to net realisable value 182 248 191<br />

Opening balance 102 182 248<br />

Transferred to disposal group – – (50)<br />

Charged to selling, general and administrative expenses 154 164 167<br />

Inventories written-off (74) (98) (174)<br />

Inventory levels as at March 31, 2009, 2008 and 2007 have increased due to the accelerated roll-out of the Next Generation Network<br />

required to improve customer service, and the acquisition of merchandise for the W-CDMA roll-out.


194<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

2007 2008 2009<br />

Rm Rm Rm<br />

19. TRADE AND OTHER RECEIVABLES 7,303 8,986 5,980<br />

Trade receivables 6,557 7,695 4,698<br />

Gross trade receivables 6,792 7,985 5,022<br />

Impairment of receivables (235) (290) (324)<br />

Prepayments and other receivables 746 1,291 1,282<br />

Impairment allowance account for receivables 235 290 324<br />

Opening balance 290 235 290<br />

Charged to selling, general and administrative expenses 153 300 368<br />

Receivables written-off (208) (245) (334)<br />

Refer to note 13 for detailed credit risk analysis.<br />

20. OTHER FINANCIAL ASSETS AND LIABILITIES<br />

Other financial assets consist of: 259 614 1,202<br />

Held-to-maturity<br />

Repurchase agreements – – 1,046<br />

At fair value through profit or loss 259 614 156<br />

Bills of exchange 98 – –<br />

Interest rate swaps 16 9 4<br />

Forward exchange contracts 145 589 152<br />

Other financial assets – 16 –<br />

Repurchase agreements<br />

<strong>Telkom</strong> manages a portfolio of repurchase agreements in the South<br />

African capital and money markets, with a view to generating additional<br />

investment income on the favourable interest rates provided on these<br />

transactions. Interest received from the borrower is based on the current<br />

market related yield. There were no repurchase agreements held at<br />

March 31, 2008 and 2007.<br />

Bills of exchange<br />

The fair value of bills of exchange has been calculated at with reference<br />

to the Bond Exchange of South Africa quoted prices.<br />

Other financial liabilities consist of: (229) (1,290) (228)<br />

Non-current portion of other financial liabilities<br />

Other (36) – –<br />

Put option at fair value through profit or loss<br />

Current portion of other financial liabilities<br />

– (919) –<br />

At fair value through profit or loss (193) (371) (228)<br />

Put option at fair value through profit or loss (125) (198) –<br />

Interest rate swaps (26) – (72)<br />

Forward exchange contracts (42) (173) (156)


<strong>Telkom</strong> Annual Report 2009 195<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

2007 2008 2009<br />

Rm Rm Rm<br />

21. NET CASH AND CASH EQUIVALENTS 308 (208) 1,282<br />

Net cash and cash equivalents attributable to continuing operations 308 (208) 1,804<br />

Cash shown as current assets 749 1,134 1,931<br />

Cash and bank balances 649 664 1,361<br />

Short-term deposits 100 470 570<br />

Credit facilities utilised (441) (1,342) (127)<br />

Net cash and cash equivalents attributable to disposal groups – – (522)<br />

Cash at banks and short-term deposits attributable to disposal groups – – 580<br />

Credit facilities utilised – – (1,102)<br />

Undrawn borrowing facilities 8,658 7,565 6,237<br />

The undrawn borrowing facilities are unsecured, when drawn bear interest at a rate that will be mutually agreed between the borrower<br />

and lender at the time of drawdown, have no specific maturity date and are subject to annual review. The facilities are in place to ensure<br />

liquidity. At March 31, 2009, R3,000 million of these undrawn facilities were committed by <strong>Telkom</strong>.<br />

Borrowing powers<br />

To borrow money, <strong>Telkom</strong>’s directors may mortgage or encumber <strong>Telkom</strong>’s property or any part thereof and issue debentures, whether<br />

secured or unsecured, whether outright or as security for debt, liability or obligation of <strong>Telkom</strong> or any third party. For this purpose the<br />

borrowing powers of <strong>Telkom</strong> are unlimited, but are subject to the restrictive financial covenants of the loan facilities indicated on note 28.


196<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

22. SH<strong>AR</strong>E CAPITAL<br />

Authorised and issued share capital is made up as follows:<br />

2007 2008 2009<br />

Rm Rm Rm<br />

Authorised 10,000 10,000 10,000<br />

999,999,998 ordinary shares of R10 each 10,000 10,000 10,000<br />

1 class A ordinary share of R10 – – –<br />

1 class B ordinary share of R10 – – –<br />

Issued and fully paid 5,329 5,208 5,208<br />

520,783,898 (2008: 520,784,184; 2007: 532,855,528)<br />

ordinary shares of R10 each 5,329 5,208 5,208<br />

1 (2008: 1; 2007: 1) class A ordinary share of R10 – – –<br />

1 (2008: 1; 2007: 1) class B ordinary share of R10 – – –<br />

The following table illustrates the movement within the number of shares issued:<br />

Number of Number of Number of<br />

shares shares shares<br />

Shares in issue at beginning of year 544,944,901 532,855,530 520,784,186<br />

Shares bought back and cancelled (12,089,371) (12,071,344) (286)<br />

Shares in issue at end of year 532,855,530 520,784,186 520,783,900<br />

Full details of the voting rights of ordinary, class A and class B shares are documented in the articles of association of <strong>Telkom</strong>.<br />

Share buy-back<br />

During the financial year <strong>Telkom</strong> bought back 286 ordinary shares at a total consideration of R30,425. The shares were bought back and<br />

cancelled in order to allow <strong>Telkom</strong> shareholders to participate in the proposed unbundling of Vodacom Group on a one to one basis. This<br />

reduced share capital by R2,860 and retained earnings by R27,565.<br />

During the financial year ended March 31, 2008, <strong>Telkom</strong> bought back 12,071,344 ordinary shares at a total consideration of<br />

R1,647 million. This reduced share capital by R121 million and retained earnings by R1,526 million.<br />

During the financial year ended March 31, 2007, <strong>Telkom</strong> bought back 12,089,371 ordinary shares at a total consideration of<br />

R1,596 million. This reduced share capital by R120 million, share premium by R1,342 million and retained earnings by R134 million.<br />

Capital management<br />

Refer to note 13 for detailed capital management disclosure.


<strong>Telkom</strong> Annual Report 2009 197<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

2007 2008 2009<br />

Rm Rm Rm<br />

23. TREASURY SH<strong>AR</strong>E RESERVE (1,774) (1,638) (1,517)<br />

This reserve represents amounts paid by <strong>Telkom</strong> to Rossal No 65<br />

(Proprietary) Limited and Acajou Investments (Proprietary) Limited,<br />

subsidiaries, for the acquisition of <strong>Telkom</strong>’s shares to be utilised in terms<br />

of the <strong>Telkom</strong> Conditional Share Plan (’TCSP’).<br />

At March 31, 2009, 11,646,680 (2008: 10,493,141;<br />

2007: 12,237,016) and 8,143,556 (2008: 10,849,058;<br />

2007: 10,849,058) ordinary shares in <strong>Telkom</strong>, with a fair value of<br />

R1,229 million (2008: R1,377 million; 2007: R2,031 million) and<br />

R859 million (2008: R1,423 million; 2007: R1,801 million) are held<br />

as treasury shares by its subsidiaries Rossal No 65 (Proprietary) Limited<br />

and Acajou Investments (Proprietary) Limited, respectively.<br />

The shares held by Rossal No 65 (Proprietary) Limited and Acajou<br />

Investments (Proprietary) Limited are reserved for issue in terms of the<br />

<strong>Telkom</strong> Conditional Share Plan (’TCSP’).<br />

The reduction in the number of treasury shares is due to 1,552,029<br />

(2008: 1,743,785; 2007: 450,505) shares that vested in terms<br />

of the TCSP during the year.<br />

The fair value of these shares at the date of vesting was R228 million<br />

(2008: R301 million; 2007: R63 million).<br />

24. SH<strong>AR</strong>E-BASED COMPENSATION RESERVE<br />

This reserve represents the cumulative grant date fair value of the equitysettled<br />

share-based payment transactions recognised in employee<br />

expenses during the vesting period of the equity instruments granted to<br />

employees in terms of the <strong>Telkom</strong> Conditional Share Plan (refer to note 30).<br />

No consideration is payable on the shares issued to employees, but<br />

performance criteria will have to be met in order for the granted shares<br />

to vest. The ultimate number of shares that will vest may differ based on<br />

certain individual and <strong>Telkom</strong> performance conditions being met. The<br />

related compensation expense is recognised over the vesting period of<br />

shares granted, commencing on the grant date.<br />

The following table illustrates the movement within the share-based<br />

compensation reserve:<br />

Balance at beginning of year 151 257 643<br />

Net increase in equity 106 386 433<br />

Employee cost 141 522 554<br />

Vesting and transfer of shares (35) (136) (121)<br />

Balance at end of year 257 643 1,076<br />

At March 31, 2009 the estimated total compensation expense to be recognised over the vesting period was R1,824 million (2008:<br />

R2,151 million; 2007: R580 million), of which R554 million (2008: R522 million; 2007: R141 million) was recognised in employee<br />

expenses for the year.


198<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

2007 2008 2009<br />

Rm Rm Rm<br />

25. NON-DISTRIBUTABLE RESERVES 1,413 1,292 1,758<br />

Opening balance 1,128 1,413 1,292<br />

Transferred to disposal groups (4)<br />

Movement during the year 285 (121) 470<br />

Foreign currency translation reserve (net of taxation of R6 million<br />

(2008: R6 million; 2007: R4 million) 46 521 (181)<br />

Minority put option – (661) 661<br />

Revaluation of an available-for-sale investment (net of taxation of R1 million)<br />

Available-for-sale financial asset<br />

– 8 –<br />

Life fund reserve (cell captive) 239 11 (10)<br />

The balance comprises: 1,413 1,292 1,758<br />

Foreign currency translation reserve (58) 463 286<br />

Cell captive reserve 1,471 1,482 1,472<br />

Available-for-sale investment – 8 –<br />

Minority put option – (661) –<br />

The Group has a consolidated cell captive, used as an investment to fund<br />

<strong>Telkom</strong>’s post-retirement medical aid liability.<br />

The earnings from the cell captive are recognised in the income statement<br />

and then transferred to non-distributable reserves.<br />

Gains and losses from changes in the fair value of available-for-sale<br />

investments are recognised directly in equity until the financial asset<br />

is disposed of.<br />

26. RETAINED E<strong>AR</strong>NINGS 26,499 27,310 28,852<br />

Opening balance 22,904 26,499 27,310<br />

Movement during year 3,729 2,337 1,542<br />

Net profit for the year 8,646 7,975 4,171<br />

Transfer to non-distributable reserves (refer to note 25) (239) (11) 10<br />

Premium on acquisition of minority interest in Multi-Links – – 667<br />

Dividend declared (refer to note 35) (4,678) (5,627) (3,306)<br />

Shares bought back (refer to note 22) (134) (1,526) –<br />

The balance comprises: 26,499 27,310 28,852<br />

Company 21,906 22,484 24,323<br />

Joint venture 4,762 5,697 6,132<br />

Subsidiaries 786 428 223<br />

Eliminations (955) (1,299) (1,826)


<strong>Telkom</strong> Annual Report 2009 199<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

2007 2008 2009<br />

Rm Rm Rm<br />

27. MINORITY INTEREST 284 522 853<br />

Opening balance 301 284 522<br />

Movement during the year (17) 238 331<br />

Reconciliation: 284 522 853<br />

Balance at beginning of year 301 284 522<br />

Share of earnings 203 197 77<br />

Acquisition of subsidiaries and minority interests (68) 77 –<br />

Foreign currency translation reserves 14 29 16<br />

Dividend declared (166) (65) (33)<br />

Broad-based black economic empowerment transaction in Vodacom – – 271<br />

28. INTEREST-BE<strong>AR</strong>ING DEBT<br />

Non-current interest-bearing debt 4,338 9,403 10,653<br />

Total interest-bearing debt (refer to note 13) 10,364 15,733 18,275<br />

Gross interest-bearing debt 12,549 17,839 19,851<br />

Discount on debt instruments issued (2,185) (2,106) (1,576)<br />

Less: Current portion of interest-bearing debt (6,026) (6,330) (7,622)<br />

Local debt (5,772) (6,001) (7,546)<br />

Locally registered <strong>Telkom</strong> debt instruments (4,432) – (2,000)<br />

Commercial paper bills (1,339) (3,401) (5,546)<br />

Short-term interest-free loans (1) – –<br />

Call borrowings – (2,600) –<br />

Foreign debt (193) (202) (40)<br />

Finance leases (61) (124) (36)<br />

Licence obligation – (3) –


200<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

28. INTEREST-BE<strong>AR</strong>ING DEBT (continued)<br />

2007 2008 2009<br />

Rm Rm Rm<br />

Total interest-bearing debt is made up as follows: 10,364 15,733 18,275<br />

(a) Local debt 8,131 12,923 16,660<br />

Locally registered <strong>Telkom</strong> debt instruments 6,786 8,164 11,106<br />

Name, maturity, rate p.a., nominal value<br />

TK01, 2009, 10%, RNil (2008: RNil;<br />

2007: R4,680 million) 4,432 – –<br />

TL12, 2012, 12.45%, R1,060 million (2008: RNil;<br />

2007: RNil) – – 1,059<br />

TL15, 2015, 11.9%, R1,160 million (2008: RNil;<br />

2007: RNil) – – 1,159<br />

TL20, 2020, 6%, R2,500 million (2008: R2,500 million;<br />

2007: R2,500 million) 1,246 1,283 1,325<br />

PP02, 2010, 0%, R430 million (2008: R430 million;<br />

2007: R430 million) 264 304 349<br />

PP03, 2010, 0%, R1,350 million (2008: R1,350 million;<br />

2007: R1,350 million) 844 977 1,131<br />

Call borrowings, 2009, 11.58%, RNil (2008: R2,600 million;<br />

2007: RNil) – 2,600 –<br />

Term loans, 2010, 9.67%, R2,000 million (2008: R3,000 million;<br />

2007: RNil) – 3,000 2,000<br />

Syndicated loans, 2014, 11.46%, R4,100 million (2008: RNil;<br />

2007: RNil) – – 4,083<br />

Total interest-bearing debt is made up of R18,275 million debt at<br />

amortised cost (2008: R15,733 million debt at amortised cost;<br />

2007: R10,266 million debt at amortised cost and R98 million debt<br />

at fair value through profit and loss).<br />

Local bonds<br />

The local <strong>Telkom</strong> bonds are unsecured, but a Side letter to the<br />

Subscription Agreement (as amended) of the TL20 bond contains a<br />

number of restrictive covenants, which, if not met, could result in the<br />

early redemption of the loan. The local bonds limit <strong>Telkom</strong>’s ability to<br />

create encumbrances on revenue or assets, and secure any indebtedness<br />

without securing the outstanding bonds equally and rateably with such<br />

indebtedness. The Term loan agreements limit <strong>Telkom</strong>’s ability to encumber,<br />

cede, assign, sell or otherwise dispose of a material portion of its assets<br />

without prior written consent of the Lenders, which will not be<br />

unreasonably withheld. The syndicated loan agreement contains<br />

restrictive covenants as well as restrictions on encumbrances,<br />

disposals, Group guarantees and Group loans.<br />

Commercial paper bills<br />

Rate p.a., nominal value<br />

2009, 11.44% (2008: 11.71%; 2007: 9.04%), R5,559 million<br />

(2008: R4,383 million; 2007: R1,350 million)<br />

1,339 4,202 5,546<br />

Asset Backed Arbitraged Securities (Proprietary) Limited – 500 –<br />

Licence obligation – 47 –<br />

Other debt 6 10 8


28. INTEREST-BE<strong>AR</strong>ING DEBT (continued)<br />

<strong>Telkom</strong> Annual Report 2009 201<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

2007 2008 2009<br />

Rm Rm Rm<br />

(b) Foreign debt 1,013 1,643 629<br />

Maturity, rate p.a., nominal value 106 141 138<br />

Euro: 2010 – 2025, 0.10% – 0.14% (2008: 0.10% – 0.14%;<br />

2007: 0.10% – 0.14%), e11 million (2008: e11 million;<br />

2007: e11 million)<br />

Interest-bearing debt held in Vodacom disposal group<br />

The local and foreign debt, for both the non-current and current portion,<br />

is disclosed in note 9.2 in the disposal group.<br />

907 957 –<br />

Zenith Bank<br />

Multi-Links Telecommunications Limited took out a loan with Zenith Bank.<br />

The original loan amounted to US$14 million against which full repayments<br />

were made in 2009. The loan bore interest at LIBOR plus 3.5%.<br />

– 45 –<br />

FCMB loan<br />

Multi-Links Telecommunications Limited took out a FCMB loan.The original<br />

loan amounted to naira 1,500 million against which full repayments were<br />

made in 2009. The loan bore interest at 13%.<br />

– 87 –<br />

Export Development Bank of Canada<br />

Multi-Links Telecommunications Limited has a long-term funding facility in<br />

place with Export Development Bank of Canada (EDC), through First Bank<br />

of Nigeria plc. The original funding amounted to US$18 million against<br />

which US$1,6 million repayments were made.The loan bears interest<br />

at LIBOR plus 1.25%, and will be fully repaid during 2013.<br />

– 82 157<br />

Huawei Vendor Financing Facility (‘VFF’)<br />

Multi-Links Telecommunications Limited entered into a Bridge Financing<br />

Agreement with Huawei Tech Investment Co. Limited for the supply of<br />

telecommunications equipment and services. The original funding amounted<br />

to US$41.6 million against which repayments of US$5 million have<br />

already been made. The loan bears interest at LIBOR plus 2% and will<br />

be repaid by 2012. The above arrangement is temporary until financing<br />

facilities are obtained from China Development Bank.<br />

– 319 323<br />

PTA Bank and Barclays Bank<br />

Africa Online Group has taken out a loan with PTA Bank and Barclays<br />

Bank to the value of US$1.5 million in total. Of this amount US$0.8 million<br />

bears interest at LIBOR plus 6% and the remaining US$0.4 million bears<br />

interest at 11.5%.<br />

– 12 11<br />

(c) Finance leases<br />

The finance leases are secured by buildings with a carrying value of<br />

R152 million (2008: R174 million; 2007: R197 million) and office<br />

equipment with a book value of R6 million (2008: R14 million;<br />

2007: R6 million) (refer to note 11). These amounts are repayable within<br />

periods ranging from 1 to 12 years. Interest rates vary between 13.43%<br />

and 37.78%.<br />

1,220 1,167 986


202<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

2007 2008 2009<br />

Rm Rm Rm<br />

28. INTEREST-BE<strong>AR</strong>ING DEBT (continued)<br />

Included in non-current and current debt is:<br />

Debt guaranteed by the South African Government 4,537 141 138<br />

<strong>Telkom</strong> may issue or re-issue locally registered debt instruments in terms of<br />

the Post Office Amendment Act 85 of 1991. The borrowing powers of<br />

<strong>Telkom</strong> are set out as per note 21.<br />

Repayments/refinancing of current portion of interest-bearing debt<br />

<strong>Telkom</strong> issued new local bonds, the TL12 and TL15 with a nominal value<br />

of R1,060 million and R1,160 million respectively and entered into<br />

Syndicated loan agreements with a nominal value of R4,100 million<br />

during the current year. Commercial Paper Bills with a nominal value of<br />

R11,025 million were issued and Commercial Paper debt with a nominal<br />

value of R9,849 million was repaid during the current year.<br />

The repayment/refinancing of R7,622 million of the current portion of<br />

interest-bearing debt will depend on the market circumstances at the time<br />

of repayment.<br />

Management believes that sufficient funding facilities will be available<br />

at the date of repayment/refinancing.<br />

29. PROVISIONS 1,443 1,675 1,875<br />

Employee related 3,005 3,186 3,169<br />

Annual leave 413 438 428<br />

Balance at beginning of year 356 413 438<br />

Transferred to disposal groups – – (67)<br />

Charged to employee expenses 66 44 72<br />

Leave paid (9) (19) (15)<br />

Post-retirement medical aid (refer to note 30) 1,139 1,356 1,745<br />

Balance at beginning of year 2,607 1,139 1,356<br />

Interest cost 286 322 428<br />

Current service cost 83 84 95<br />

Expected return on plan asset (188) (257) (223)<br />

Actuarial loss 149 129 157<br />

Termination settlement – – (5)<br />

Plan asset – initial recognition (1,720) – –<br />

Contributions paid (78) (61) (63)<br />

Telephone rebates (refer to note 30) 282 287 325<br />

Balance at beginning of year 198 282 287<br />

Interest cost 19 22 39<br />

Current service cost 4 3 6<br />

Past service cost 76 2 2<br />

Actuarial loss 5 – 14<br />

Benefits paid (20) (22) (23)<br />

Bonus 1,090 992 671<br />

Balance at beginning of year 1,071 1,090 992<br />

Transferred to disposal groups – – (397)<br />

Charged to employee expenses 965 797 577<br />

Payment (946) (895) (501)


<strong>Telkom</strong> Annual Report 2009 203<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

2007 2008 2009<br />

Rm Rm Rm<br />

29. PROVISIONS (continued)<br />

Long-term incentive provision 81 113 –<br />

Balance at beginning of year 61 81 113<br />

Transferred to disposal groups – – (113)<br />

Charged to employee expenses 21 41 –<br />

Payment (1) (9) –<br />

Non-employee related 533 670 856<br />

Supplier dispute (refer to note 39) 527 569 664<br />

Balance at beginning of year – 527 569<br />

Charged to expenses 527 42 95<br />

Warranty provision – – –<br />

Balance at beginning of year 16 – –<br />

Provision utilised (16) – –<br />

Other 6 101 192<br />

Less: Current portion of provisions (2,095) (2,181) (2,150)<br />

Annual leave (402) (417) (425)<br />

Post-retirement medical aid (186) (186) (227)<br />

Telephone rebates (26) (26) (29)<br />

Bonus (911) (921) (654)<br />

Supplier dispute (527) (569) (664)<br />

Other (43) (62) (151)<br />

Annual leave<br />

In terms of <strong>Telkom</strong>’s policy, employees are entitled to accumulate vested leave benefits not taken within a leave cycle, to a cap of 22 days<br />

which must be taken within an 18 month leave cycle. The leave cycle is reviewed annually and is in accordance with legislation.<br />

Bonus<br />

The <strong>Telkom</strong> bonus scheme consists of performance bonuses which are dependent on achievement of certain financial and non-financial<br />

targets. The bonus is to all qualifying employees payable bi-annually after <strong>Telkom</strong>’s results have been made public.<br />

Supplier dispute<br />

<strong>Telkom</strong> provided R664 million (2008: R569 million; 2007: R527 million) for its estimate of the probable liability as discussed in note 39.<br />

The net movement in the provision of R95 million consists of finance charges and fair value movements.<br />

Other<br />

Included in other provisions is an amount provided for asset retirement obligations and the onerous lease obligation recognised in <strong>Telkom</strong><br />

Media.


204<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

30. EMPLOYEE BENEFITS<br />

The Group provides benefits for all its permanent employees through the <strong>Telkom</strong> Pension Fund and the <strong>Telkom</strong> Retirement Fund. Membership<br />

of one of the funds is compulsory. In addition, certain retired employees receive medical aid benefits and a telephone rebate. The liabilities<br />

for all of the benefits are actuarially determined in accordance with accounting requirements each year. In addition, statutory funding<br />

valuations for the retirement and pension funds are performed at intervals not exceeding three years.<br />

At March 31, 2009, the Group employed 25,445 employees (2008: 33,616; 2007: 33,047).<br />

Actuarial valuations were performed by qualified actuaries to determine the benefit obligation, plan asset and service costs for the pension<br />

and retirement funds for each of the financial periods presented.<br />

The <strong>Telkom</strong> Pension Fund<br />

The <strong>Telkom</strong> Pension Fund is a defined benefit fund that was created in terms of the Post Office Amendment Act 85 of 1991.<br />

The latest actuarial valuation performed at March 31, 2009 indicates that the pension fund is in a surplus position of R94 million after<br />

unrecognised losses. The recognition of the surplus is limited due to the application of the asset limitation criteria in IAS19 (revised).<br />

With effect from July 1, 1995, the <strong>Telkom</strong> Pension Fund was closed to new members. During the year ended March 31, 2007, a settlement<br />

event occurred in the <strong>Telkom</strong> Pension Fund whereby 106 members were transferred to the <strong>Telkom</strong> Retirement Fund.<br />

The funded status of the <strong>Telkom</strong> Pension Fund is disclosed below:<br />

2007 2008 2009<br />

Rm Rm Rm<br />

The <strong>Telkom</strong> Pension Fund<br />

The net periodic pension costs includes the following components:<br />

Interest and service cost on projected benefit obligations 22 21 21<br />

Expected return on plan assets (19) (27) (28)<br />

Recognised actuarial loss/(gain) 9 (16) –<br />

Settlement loss/(gain) 21 (2) (3)<br />

Asset limitation – 29 39<br />

Net periodic pension expense recognised 33 5 29<br />

Pension fund contributions (refer to note 5.1) 8 5 (1)<br />

The status of the pension plan obligation is as follows:<br />

At beginning of year 281 205 204<br />

Interest and service cost 22 21 21<br />

Employee contributions 2 2 2<br />

Benefits paid (2) (3) (5)<br />

Settlements (70) (15) (22)<br />

Actuarial gain (28) (6) (1)<br />

Benefit obligation at end of year 205 204 199<br />

Plan assets at fair value:<br />

At beginning of year 243 284 311<br />

Expected return on plan assets 19 27 28<br />

Benefits paid (2) (3) (5)<br />

Contributions 10 8 2<br />

Settlements (61) (15) (22)<br />

Actuarial gain/(loss) 75 10 (67)<br />

Plan assets at end of year 284 311 247


30. EMPLOYEE BENEFITS (continued)<br />

<strong>Telkom</strong> Annual Report 2009 205<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

2007 2008 2009<br />

Rm Rm Rm<br />

The <strong>Telkom</strong> Pension Fund (continued)<br />

Present value of funded obligation 205 204 199<br />

Fair value of plan assets (284) (311) (247)<br />

Fund surplus (79) (107) (48)<br />

Unrecognised net actuarial gain/(loss) 25 23 (46)<br />

Fund surplus (54) (84) (94)<br />

Asset limitation – 29 39<br />

Recognised net asset (54) (55) (55)<br />

Expected return on plan assets 19 27 28<br />

Actuarial return/(loss) on plan assets 75 10 (67)<br />

Actual return/(loss) on plan assets 94 37 (39)<br />

Principal actuarial assumptions were as follows:<br />

Discount rate (%) 7.5 9.0 8.7<br />

Yield on government bonds (%) 7.5 9.0 8.7<br />

Long-term return on equities (%) 10.5 11.0 12.0<br />

Long-term return on cash (%) 5.5 7.0 7.5<br />

Expected return on plan assets (%) 9.7 9.8 10.5<br />

Salary inflation rate (%) 6.0 7.5 7.2<br />

Pension increase allowance (%) 2.9 4.3 4.0<br />

The overall long-term expected rate of return on assets is 10.5%. This is<br />

based on the portfolio as a whole and not the sum of the returns of<br />

individual asset categories. The expected return takes into account the<br />

asset allocation of the <strong>Telkom</strong> Pension Fund and expected long-term<br />

return of these assets, of which South African equities and bonds<br />

are the largest contributors.<br />

The assumed rates of mortality are determined by reference to the<br />

SA85-90 (Light) Ultimate table, as published by the Actuarial Society<br />

of South Africa, for pre-retirement purposes and the PA(90) Ultimate<br />

table, minus one year age rating as published by the Institute and<br />

Faculty of Actuaries in London and Scotland, for retirement purposes.<br />

Funding level per statutory actuarial valuation (%) 100.0 100.0 100.0<br />

The number of employees registered under the <strong>Telkom</strong> Pension Fund<br />

The fund portfolio consists of the following:<br />

153 146 123<br />

Equities (%) 74 54 57<br />

Bonds (%) 5 5 25<br />

Cash (%) 3 23 3<br />

Foreign investments (%) 16 18 15<br />

Insurance policies (%) 2 – –<br />

The total expected contributions payable to the pension fund for the next financial year are R1 million.


206<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

30. EMPLOYEE BENEFITS (continued)<br />

The <strong>Telkom</strong> Retirement Fund<br />

The <strong>Telkom</strong> Retirement Fund was established on July 1, 1995 as a hybrid defined benefit and defined contribution plan. Existing employees<br />

were given the option to either remain in the <strong>Telkom</strong> Pension Fund or to be transferred to the <strong>Telkom</strong> Retirement Fund. All pensioners of the<br />

<strong>Telkom</strong> Pension Fund and employees who retired after July 1, 1995 were transferred to the <strong>Telkom</strong> Retirement Fund. Upon transfer the<br />

government ceased to guarantee the deficit in the <strong>Telkom</strong> Retirement Fund. Subsequent to July 1, 1995 further transfers of existing employees<br />

occurred.<br />

The <strong>Telkom</strong> Retirement Fund is a defined contribution fund with regard to in-service members. On retirement, an employee is transferred<br />

from the defined contribution plan to a defined benefit plan. <strong>Telkom</strong>, as a guarantor, is contingently liable for any deficit in the <strong>Telkom</strong><br />

Retirement Fund. Moreover, all of the assets in the fund, including any potential excess, belong to the participants of the scheme. <strong>Telkom</strong><br />

is unable to benefit from the excess in the form of future reduced contributions or refunds.<br />

<strong>Telkom</strong> guarantees any actuarial shortfall of the pensioner pool in the retirement fund. This liability is initially funded through assets of the<br />

retirement fund. The latest actuarial valuation performed at March 31, 2009 indicates that the retirement fund is in a surplus funding position<br />

of R1,549 million after unrecognised losses.<br />

The <strong>Telkom</strong> Retirement Fund is governed by the Pension Funds Act 24 of 1956. In terms of section 37A of this Act, the pension benefits<br />

payable to the pensioners cannot be reduced. If therefore the present value of the funded obligation were to exceed the fair value of plan<br />

assets. <strong>Telkom</strong> would be required to fund the statutory deficit.<br />

The information presented below is intended only to comply with the disclosure requirements of IAS19 (revised) and not to suggest that<br />

<strong>Telkom</strong> has a potential asset with regard to this fund.<br />

The funded status of the <strong>Telkom</strong> Retirement Fund is disclosed below:<br />

2007 2008 2009<br />

Rm Rm Rm<br />

The <strong>Telkom</strong> Retirement Fund<br />

The net periodic retirement costs include the following components:<br />

Interest and service cost on projected benefit obligations 312 493 616<br />

Expected return on plan assets (489) (686) (796)<br />

Recognised actuarial gain (145) – –<br />

Net periodic pension expense not recognised (asset limitation) (322) (193) (180)<br />

Retirement fund contributions (refer to note 5.1)<br />

Benefit obligation:<br />

439 460 460<br />

At beginning of year 4,377 6,581 7,101<br />

Interest 312 493 616<br />

Benefits paid (486) (488) (520)<br />

Liability for new pensioners 44 14 143<br />

Actuarial loss/(gain) 2,334 501 (636)<br />

Benefit obligation at end of year 6,581 7,101 6,704<br />

Plan assets at fair value:<br />

At beginning of year 5,973 7,661 7,991<br />

Expected return on plan assets 489 686 796<br />

Benefits paid (486) (488) (520)<br />

Asset backing new pensioners’ liabilities 44 14 143<br />

Actuarial gain/(loss) 1,641 118 (1,735)<br />

Plan assets at end of year 7,661 7,991 6,675


30. EMPLOYEE BENEFITS (continued)<br />

The <strong>Telkom</strong> Retirement Fund (continued)<br />

<strong>Telkom</strong> Annual Report 2009 207<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

2007 2008 2009<br />

Rm Rm Rm<br />

Present value of funded obligation 6,581 7,101 6,704<br />

Fair value of plan assets (7,661) (7,991) (6,675)<br />

Fund (surplus)/deficit (1,080) (890) 29<br />

Unrecognised net actuarial loss (96) (478) (1,578)<br />

Unrecognised net asset (1,176) (1,368) (1,549)<br />

Expected return on plan assets 489 686 796<br />

Actuarial gain/(loss) on plan assets 1,641 118 (1,735)<br />

Actual gain/(loss) on plan assets 2,130 804 (939)<br />

Included in the fair value of plan assets is:<br />

Office buildings occupied by <strong>Telkom</strong> 371 596 619<br />

<strong>Telkom</strong> bonds 21 10 –<br />

<strong>Telkom</strong> shares 284 141 132<br />

The <strong>Telkom</strong> Retirement Fund invests its funds in South Africa and internationally.<br />

Twelve fund managers invest in South Africa and five of these managers<br />

specialise in trades with bonds on behalf of the Retirement Fund. The<br />

international investment portfolio consists of global equity and hedged funds.<br />

2007 2008 2009<br />

Principal actuarial assumptions were as follows:<br />

Discount rate (%) 7.5 9.0 8.7<br />

Yield on government bonds (%) 7.5 9.0 8.7<br />

Long-term return on equities (%) 10.5 11.0 12.0<br />

Long-term return on cash (%) 5.5 7.0 7.5<br />

Expected return on plan assets (%) 9.3 10.3 10.7<br />

Pension increase allowance (%) 4.5 6.0 4.0<br />

The overall long-term expected rate of return on assets is 10.7%. This is based on the portfolio as a whole and not the sum of the returns<br />

of individual asset categories. The expected return takes into account the asset allocation of the Retirement Fund and expected long-term<br />

return on these assets, of which South African equities, foreign investments and South African index-linked bonds are the largest contributors.


208<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

30. EMPLOYEE BENEFITS (continued)<br />

The <strong>Telkom</strong> Retirement Fund (continued)<br />

The assumed rates of mortality are determined by reference to the<br />

SA85-90 (Light) Ultimate table, as published by the Actuarial Society<br />

of South Africa, for pre-retirement purposes and the PA(90) Ultimate<br />

table, minus one year age rating as published by the Institute and<br />

Faculty of Actuaries in London and Scotland, for retirement purposes.<br />

2007 2008 2009<br />

Funding level per statutory actuarial valuation (%) 100 100 100<br />

The number of pensioners registered under the <strong>Telkom</strong> Retirement Fund<br />

The number of in-service employees registered under the <strong>Telkom</strong><br />

14,451 14,255 13,617<br />

Retirement Fund 25,766 24,939 23,389<br />

The fund portfolio consists of the following:<br />

Equities (%) 59 70 55<br />

Property (%) 2 2 –<br />

Bonds (%) 19 11 5<br />

Cash (%) 7 1 5<br />

Foreign investments (%) 13 16 20<br />

Index linked (%) – – 15<br />

The total expected pension benefit payments for the year ending March 31, 2010 are R541,000.<br />

Medical benefits<br />

<strong>Telkom</strong> makes certain contributions to medical funds in respect of current and retired employees. The scheme is a defined benefit plan. The<br />

expense in respect of current employees’ medical aid is disclosed in note 5.1. The amounts due in respect of post-retirement medical<br />

benefits to current and retired employees have been actuarially determined and provided for as set out in note 29. <strong>Telkom</strong> has terminated<br />

future post-retirement medical benefits in respect of employees joining after July 1, 2000.<br />

There are three major categories of members entitled to the post-retirement medical aid: pensioners who retired before 1994 (Pre-94); those<br />

who retired after 1994 (Post-94); and the in-service members. The Post-94 and the in-service members’ liability is subject to a Rand cap,<br />

which increases annually with the average salary increase.<br />

Eligible employees must be employed by <strong>Telkom</strong> until retirement age to qualify for the post-retirement medical aid benefit. The most recent<br />

actuarial valuation of the benefit was performed as at March 31, 2009.<br />

<strong>Telkom</strong> has allocated certain investments to fund this liability as set out in note 14.


30. EMPLOYEE BENEFITS (continued)<br />

Medical benefits (continued)<br />

<strong>Telkom</strong> Annual Report 2009 209<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

2007 2008 2009<br />

Rm Rm Rm<br />

Medical aid<br />

Benefit obligation:<br />

At beginning of year 3,904 4,384 4,850<br />

Interest cost 286 322 428<br />

Current service cost 83 84 95<br />

Actuarial loss 283 246 246<br />

Termination settlement – – (5)<br />

Benefits paid from plan assets (94) (125) (141)<br />

Contributions paid by <strong>Telkom</strong> (78) (61) (63)<br />

Benefit obligation at end of year 4,384 4,850 5,410<br />

Plan assets at fair value:<br />

At beginning of year – 1,961 1,929<br />

Plan asset – initial recognition 1,720 – –<br />

Expected return on plan assets 188 257 223<br />

Benefits paid from plan assets (94) (125) (141)<br />

Actuarial gain/(loss) 147 (164) (393)<br />

Plan assets at end of year 1,961 1,929 1,618<br />

Present value of funded obligation 4,384 4,850 5,410<br />

Fair value of plan assets (1,961) (1,929) (1,618)<br />

Funded status 2,423 2,921 3,792<br />

Unrecognised net actuarial loss (1,284) (1,565) (2,047)<br />

Liability as disclosed in the balance sheet (refer to note 29) 1,139 1,356 1,745<br />

Expected return on plan assets 188 257 223<br />

Actuarial return on plan assets 147 (164) (393)<br />

Actual return on plan assets 335 93 (170)<br />

2007 2008 2009<br />

Principal actuarial assumptions were as follows:<br />

Discount rate (%) 7.5 9.0 8.7<br />

Expected return on plan assets (%) 13.5 12.0 11.0<br />

Salary inflation rate (%) 6.0 7.5 7.2<br />

Medical inflation rate (%) 6.5 8.0 7.7<br />

The assumed rates of mortality are determined by reference to the SA85-90<br />

(Light) Ultimate table, as published by the Actuarial Society of South Africa,<br />

for pre-retirement purposes and the PA(90) Ultimate table, minus one year<br />

age rating as published by the Institute and Faculty of Actuaries in London<br />

and Scotland, for retirement purposes.<br />

Contractual retirement age 65 65 65<br />

Average retirement age 60 60 60<br />

Number of members 17,119 15,526 13,883<br />

Number of pensioners 8,494 8,430 8,397


210<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

30. EMPLOYEE BENEFITS (continued)<br />

Medical benefits (continued)<br />

The valuation results are extremely sensitive to changes in the underlying assumptions. The following table provides an indication of the<br />

impact of changing some of the valuation assumptions above:<br />

The Trudon benefit obligation of R21 million has been excluded from the sensitivity analysis below.<br />

Current assumption Decrease Increase<br />

Rm Rm Rm<br />

Medical cost inflation rate 7.7% -1.0% +1.0%<br />

Benefit obligation 5,389 (736) 921<br />

Percentage change (13.7)% 17.1%<br />

Service cost and interest cost 2009/2010 555 (84) 108<br />

Percentage change (15.1)% 19.5 %<br />

Discount rate 8.7% -1.0% +1.0%<br />

Benefit obligation 5,389 933 (734)<br />

Percentage change 17.3% (13.6)%<br />

Service cost and interest cost 2009/2010 555 46 (37)<br />

Percentage change 8.3% (6.7)%<br />

Post-retirement mortality rate PA(90) Ultimate-1 -10.0% +10.0%<br />

Benefit obligation 5,389 221 (197)<br />

Percentage change 4.1% (3.7)%<br />

Service cost and interest cost 2009/2010 555 23 (20)<br />

Percentage change 4.1% (3.6)%<br />

2007 2008 2009<br />

The fund portfolio consists of the following:<br />

Equities (%) 59 56 30<br />

Bonds (%) 3 2 2<br />

Cash and money market investments (%) 21 33 10<br />

Foreign investments (%) 9 9 9<br />

Insurance policies (%) 8 – 49<br />

Telephone rebates<br />

<strong>Telkom</strong> provides telephone rebates to its pensioners. The most recent<br />

actuarial valuation was performed as at March 31, 2009. Eligible<br />

employees must be employed by <strong>Telkom</strong> until retirement age to qualify<br />

for the telephone rebates. The scheme is a defined benefit plan.<br />

2007 2008 2009<br />

Rm Rm Rm<br />

The status of the telephone rebate liability is disclosed below:<br />

Benefit obligation opening balance 251 307 443<br />

Service cost 4 3 6<br />

Interest cost 19 22 39<br />

Actuarial (gain)/loss (39) 133 19<br />

Amendments 93 – –<br />

Benefits paid (21) (22) (23)<br />

Present value of unfunded obligation 307 443 484<br />

Unrecognised net actuarial loss and service cost* (25) (156) (159)<br />

Liability as disclosed in the balance sheet (refer to note 29) 282 287 325<br />

* The major increase in 2008 is attributable to the change in the rebate inflation rate.


30. EMPLOYEE BENEFITS (continued)<br />

Telephone rebates (continued)<br />

Principal actuarial assumptions were as follows:<br />

<strong>Telkom</strong> Annual Report 2009 211<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

2007 2008 2009<br />

Discount rate (%) 7.5 9.0 8.7<br />

Rebate inflation rate (%) 0.0 4.0 4.0<br />

Contractual retirement age 65 65 65<br />

Average retirement age 60 60 60<br />

The assumed rates of mortality are determined by reference<br />

to the PA(90) Ultimate table, minus one year age rating as<br />

published by the Institute and Faculty of Actuaries<br />

in London and Scotland.<br />

Number of members 19,515 18,766 17,034<br />

Number of pensioners 10,918 10,680 10,499<br />

<strong>Telkom</strong> Conditional Share Plan<br />

<strong>Telkom</strong>’s shareholders approved the <strong>Telkom</strong> Conditional Share Plan at the January 2004 Annual General Meeting. The scheme covers both<br />

operational and management employees and is aimed at giving shares to <strong>Telkom</strong> employees, at a RNil exercise price, at the end of the<br />

vesting period. The vesting period for the operational employees shares awarded in 2004 and 2005 is 0% in year one, 33% in each of<br />

the three years thereafter, while the shares allocated in 2006 and 2007 together with management shares vest fully after three years.<br />

Although the number of shares awarded to employees will be communicated at the grant date, the ultimate number of shares that vest may<br />

differ based on certain performance conditions being met (refer to note 24).<br />

The <strong>Telkom</strong> Board approved the fourth enhanced allocation of shares to employees as at September 24, 2007, with a grant date of<br />

September 27, 2007, the day that the employees and <strong>Telkom</strong> shared a common understanding of the terms and conditions of the grant.<br />

A total number of 6,089,810 shares were granted.<br />

The Board has also approved an enhanced allocation for the November 2006 grant on September 4, 2007 with a grant date of<br />

September 27, 2007. The number of additional shares granted with regard to the 2006 allocation is 4,966,860 shares.<br />

The weighted average remaining vesting period for the shares outstanding as at March 31, 2009 is 0.71 years (2008: 1.25 years;<br />

2007: 1.75 years).<br />

2007 2008 2009<br />

The following table illustrates the movement of the maximum number of<br />

shares that will vest to employees for the August 2004 grant:<br />

Outstanding at beginning of the year 2,414,207 1,883,991 420,590<br />

Granted during the year 1,212 252 –<br />

Forfeited during the year (80,923) (43,790) (3,985)<br />

Vested during the year (450,505) (1,419,863) (416,605)<br />

Outstanding at end of the year 1,883,991 420,590 –<br />

The following table illustrates the movement of the maximum number of<br />

shares that will vest to employees for the June 2005 grant:<br />

Outstanding at beginning of the year 1,930,687 1,864,041 1,435,387<br />

Granted during the year 1,005 3,469 52,954<br />

Forfeited during the year (67,651) (108,177) (45,188)<br />

Vested during the year – (323,946) (1,135,424)<br />

Outstanding at end of the year 1,864,041 1,435,387 307,729


212<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

30. EMPLOYEE BENEFITS (continued)<br />

<strong>Telkom</strong> Conditional Share Plan (continued)<br />

2007 2008 2009<br />

The following table illustrates the movement of the maximum<br />

number of shares that will vest to employees for the<br />

November 2006 grant:<br />

Outstanding at beginning of the year – 1,773,361 1,640,980<br />

Granted during the year 1,825,488 833 –<br />

Forfeited during the year (52,127) (133,214) (132,614)<br />

Outstanding at end of the year 1,773,361 1,640,980 1,508,366<br />

The following table illustrates the movement of the maximum<br />

number of shares that will vest to employees relating to<br />

the additional November 2006 grant:<br />

Outstanding at beginning of the year – – 4,812,305<br />

Granted during the year – 4,984,693 25,775<br />

Forfeited during the year – (172,388) (389,357)<br />

Outstanding at end of the year – 4,812,305 4,448,723<br />

The following table illustrates the movement of the maximum<br />

number of shares that will vest to employees for the<br />

September 2007 grant:<br />

Outstanding at beginning of the year – – 5,846,636<br />

Granted during the year – 6,117,163 23,650<br />

Forfeited during the year – (270,527) (509,185)<br />

Outstanding at end of the year – 5,846,636 5,361,101<br />

The fair value of the shares granted have been calculated by an actuary using Black-Scholes-Merton model and the following values at<br />

grant date:<br />

August 8, June 23, November 2, September 4,<br />

2004 2005 2006 2007<br />

Grant Grant Grant Grant<br />

Market share price (R) 77.50 111.00 141.25 173.00<br />

Dividend yield (%) 2.60 3.60 3.50 3.50<br />

2007 2008 2009<br />

The principal assumptions used in calculating the<br />

expected number of shares that will vest<br />

are as follows:<br />

Employee turnover (%) 5 5 9<br />

Meeting specified performance criteria (%) 100 100 75


30. EMPLOYEE BENEFITS (continued)<br />

The amounts for the current and previous four years are as follows:<br />

<strong>Telkom</strong> Annual Report 2009 213<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

2005 2006 2007 2008 2009<br />

Rm Rm Rm Rm Rm<br />

<strong>Telkom</strong> Pension Fund<br />

Defined benefit obligation (186) (281) (205) (204) (199)<br />

Plan assets 231 243 284 311 247<br />

Surplus/(deficit) 45 (38) 79 107 48<br />

Asset limitation – – – (29) (39)<br />

Unrecognised actuarial loss/(gain) 89 118 (25) (23) 46<br />

Unrecognised/recognised net asset 134 80 54 55 55<br />

Experience adjustment on assets – – 75 10 (67)<br />

Experience adjustment on liabilities – – 25 (6) 1<br />

<strong>Telkom</strong> Retirement Fund<br />

Defined benefit obligation (4,020) (4,377) (6,581) (7,101) (6,704)<br />

Plan assets 4,477 5,973 7,661 7,991 6,675<br />

Surplus/(deficit) 457 1,596 1,080 890 (29)<br />

Unrecognised actuarial gain/(loss) 312 (742) 96 478 1,578<br />

Unrecognised net asset 769 854 1,176 1,368 1,549<br />

Experience adjustment on assets* – – 1,641 118 (1,735)<br />

Experience adjustment on liabilities* – – 1,234 485 (645)<br />

Medical benefits<br />

Defined benefit obligation (3,079) (3,904) (4,384) (4,850) (5,410)<br />

Plan assets – – 1,961 1,929 1,618<br />

Deficit (3,079) (3,904) (2,423) (2,921) (3,792)<br />

Unrecognised actuarial loss 649 1,297 1,284 1,565 2,047<br />

Liability recognised (2,430) (2,607) (1,139) (1,356) (1,745)<br />

Experience adjustment on assets – – 147 (164) (393)<br />

Experience adjustment on liabilities – – 28 193 246<br />

Telephone rebates<br />

Defined benefit obligation (177) (251) (307) (443) (484)<br />

Unrecognised actuarial (gain)/loss (2) 53 25 156 159<br />

Liability recognised (179) (198) (282) (287) (325)<br />

Experience adjustment on liabilities – – (25) 2 2<br />

The experience adjustments on asset and liabilities for each of the financial periods ended March 31, 2005 and 2006 have not been<br />

disclosed due to the fact that it was impractical to determine the information.<br />

* During the March 31, 2007 year end <strong>Telkom</strong> actuaries performed a full valuation while for the March 31, 2006 year end a roll forward method was<br />

used, as permitted under IAS19, to determine the present value of the benefit obligation and the fair value of the plan assets using the March 31, 2005<br />

statutory valuation as a base applying the relevant assumptions determined by management to arrive at the present value of the benefit obligation, and<br />

the fair value of the plan assets.<br />

This change in estimate resulted in a movement to the actuarial loss of R700 million and the fair value of the plan assets of R350 million in respect of the<br />

March 31, 2007 estimates. The remaining R1,291 million is a result of the actual investment returns exceeding the expected return for the March 31, 2007<br />

year end.


214<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

2007 2008 2009<br />

Rm Rm Rm<br />

31. TRADE AND OTHER PAYABLES 7,237 8,771 5,538<br />

Trade payables 5,511 6,768 2,955<br />

Finance cost accrued 22 39 156<br />

Accruals and other payables 1,704 1,964 2,427<br />

Accruals and other payables mainly represent amounts payable for<br />

goods received, net of Value Added Taxation obligations.<br />

32. RECONCILIATION OF PROFIT FOR THE YE<strong>AR</strong> TO CASH<br />

GENERATED FROM OPERATIONS *<br />

Cash generated from operations 20,520 21,256 20,394<br />

Profit for the year 8,849 8,172 4,247<br />

Finance charges and fair value movements 1,125 1,803 3,765<br />

Taxation 4,731 4,704 3,681<br />

Investment income (235) (197) (216)<br />

Interest received from debtors (190) (257) (273)<br />

Non-cash items 6,582 6,930 10,292<br />

Depreciation, amortisation, impairment and write-offs 5,315 6,130 8,155<br />

Cost of equipment disposed when recognising finance leases 240 88 71<br />

Increase in provisions 1,107 857 1,387<br />

Profit on disposal of property, plant and equipment and intangible assets (29) (147) (29)<br />

Vodacom broad-based black economic empowerment charge – – 691<br />

Profit on disposal of investment and subsidiaries (52) – –<br />

Loss on disposal of property, plant and equipment and intangible assets 1 2 17<br />

(Increase)/decrease in working capital (342) 101 (1,102)<br />

Inventories (393) (354) (1,130)<br />

Accounts receivable (758) (784) (812)<br />

Accounts payable 809 1,239 840<br />

33. FINANCE CH<strong>AR</strong>GES PAID *<br />

(1,115) (1,077) (2,164)<br />

Finance charges per income statement (1,125) (1,803) (3,765)<br />

Non-cash items 10 726 1,601<br />

Movements in interest accruals (119) 101 105<br />

Net discount amortised 409 568 698<br />

Capitalised finance leases – – 178<br />

Capitalised foreign exchange – – 38<br />

Fair value adjustment (338) (243) 183<br />

Unrealised gain 58 300 399<br />

* Cash flows includes the cash flows related to assets held for sale and disposal groups.


<strong>Telkom</strong> Annual Report 2009 215<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

34. TAXATION PAID *<br />

2007 2008 2009<br />

Rm Rm Rm<br />

(5,690) (4,277) (3,947)<br />

Taxation payable at beginning of year (1,549) (74) (314)<br />

Current taxation (excluding deferred taxation) (3,545) (3,807) (3,412)<br />

Foreign currency translation reserve – (32) 2<br />

Business combinations – – 2<br />

Secondary taxation on companies (670) (678) (425)<br />

Taxation payable at end of year 74 314 200<br />

Reconciliation of net taxation liability at end of year** (74) (314) (200)<br />

Income taxation receivable 520 9 125<br />

Continuing operations 520 9 91<br />

Disposal groups – – 34<br />

Income taxation payable (594) (323) (325)<br />

Continuing operations (594) (323) (50)<br />

Disposal groups – – (275)<br />

* Cash flows includes the cash flows related to assets held for sale<br />

and disposal groups.<br />

** The split income taxation receivable and income taxation payable was split in 2009<br />

to disclose the effect of the discontinued operations.<br />

35. DIVIDEND PAID (4,784) (5,732) (3,336)<br />

Dividend payable at beginning of year (4) (15) (20)<br />

Declared during the year – Dividend on ordinary shares: (4,678) (5,627) (3,306)<br />

Final dividend for 2006: 500 cents (2,599) – –<br />

Special dividend for 2006: 400 cents (2,079) – –<br />

Final dividend for 2007: 600 cents – (3,069) –<br />

Special dividend for 2007: 500 cents – (2,558) –<br />

Final dividend for 2008: 660 cents – – (3,306)<br />

Dividends paid to minority interest (117) (110) (33)<br />

Dividend payable at end of year 15 20 23


216<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

36. ACQUISITION AND DISPOSALS OF SUBSIDI<strong>AR</strong>IES, JOINT VENTURES AND MINORITY INTERESTS<br />

36.1 Acquisitions<br />

By <strong>Telkom</strong><br />

Multi-Links Telecommunications Limited (Multi-Links Telecommunications) (25%)<br />

<strong>Telkom</strong> International (Proprietary) Limited acquired 75% of the issued<br />

share capital of Multi-Links Telecommunications Limited from Kenston<br />

Investment Limited on May 1, 2007. <strong>Telkom</strong> also granted Kenston the<br />

irrevocable right and option (put option) to require <strong>Telkom</strong> to acquire all<br />

of the shares held by Kenston (25% shareholding) in Multi-Links, at any<br />

time during the 90 day period following the second anniversary of the<br />

effective date. On initial recognition, a liability of R661 million,<br />

representing the higher of the transaction share price and the fair value,<br />

was recognised under non-current other financial liabilities.<br />

A corresponding debit was recognised in non-distributable reserves.<br />

The put option was exercised on January 21, 2009 for R1,328 million<br />

(US$130 million at US$1 = R10.2188). The liability was derecognised<br />

and a corresponding credit consisting of R661 million reversal of equity<br />

and R667 million relating to changes in the fair value of the put option<br />

subsequent to initial recognition, was recognised directly in equity.<br />

2007 2008 2009<br />

Rm Rm Rm<br />

Put option – – 1,328<br />

Africa Online Limited (Africa Online)<br />

On February 23, 2007 <strong>Telkom</strong> acquired a 100% shareholding of Africa<br />

Online from African Lakes Corporation for a total cost of R150 million,<br />

with a resulting goodwill of R145 million.<br />

Africa Online is an internet service provider active in Cote d’Ivoire, Ghana,<br />

Kenya, Namibia, Swaziland, Tanzania, Uganda, Zambia and Zimbabwe.<br />

Africa Online is incorporated in the Republic of Mauritius.<br />

At acquisition date the company was not IFRS compliant and thus no fair<br />

value information based on IFRS was available.<br />

The process of calculating a fair value of the identified assets, liabilities<br />

and contingent liabilities has been finalised.<br />

The fair value of the assets and liabilities acquired were determined as follows:<br />

Fair value of intangible assets (licences R1 million, brand R42 million) 43 – –<br />

Less: Deferred taxation raised on intangible assets (12) – –<br />

Less: Net liabilities acquired (excluding fair value of intangible assets) (26) – –<br />

Fair value of net assets acquired 5 – –<br />

Goodwill 145 – –<br />

Purchase price 150 – –<br />

The goodwill has been allocated to the various cash-generating units (’CGU’) representative of the countries in which Africa Online Limited<br />

operates.


36. ACQUISITION AND DISPOSALS OF SUBSIDI<strong>AR</strong>IES, JOINT<br />

VENTURES AND MINORITY INTERESTS (continued)<br />

36.1 Acquisitions (continued)<br />

By the Group’s subsidiaries<br />

Multi-Links Telecommunications Limited (’Multi-Links Telecommunications’) (75%)<br />

On May 1, 2007 <strong>Telkom</strong> acquired a 75% shareholding in Multi-Links<br />

Telecommunications through <strong>Telkom</strong> International, a wholly owned<br />

South African subsidiary, for a total cost of R1,985 million.<br />

Multi-Links Telecommunications is a Nigerian Private Telecommunications<br />

Operator with a Unified Access Licence providing fixed, mobile, data, long<br />

distance and international telecommunications services throughout Nigeria.<br />

Multi-Links is domiciled and incorporated in Nigeria.<br />

The purchase price allocation was completed during the 2008 financial year,<br />

and has resulted in goodwill being adjusted.<br />

The following intangible assets were identified and valued<br />

at the end of the year:<br />

<strong>Telkom</strong> Annual Report 2009 217<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

2007 2008 2009<br />

Rm Rm Rm<br />

Customer relationship – 61 –<br />

Licence – 36 –<br />

Brand – 105 –<br />

Fair value of intangible assets – 202 –<br />

The fair value of the assets and liabilities acquired were determined as follows:<br />

Net assets acquired (excluding fair value of intangible assets) – 236 –<br />

Fair value of intangible assets – 202 –<br />

Less: Contingencies recognised – (35) –<br />

Less: Deferred taxation raised on intangible assets – (65) –<br />

Fair value of net assets acquired – 338 –<br />

Less: Minority interest – (80) –<br />

Goodwill – 1,727 –<br />

Purchase price* – 1,985 –<br />

* The purchase price was settled in cash.<br />

Disposal group<br />

By the Group’s 50% joint venture, Vodacom<br />

Storage Technology Services (Proprietary) Limited – – 69<br />

Gateway – – 2,846<br />

Smartphone SP (Proprietary) Limited and subsidiaries 168 468 –<br />

Smartcom (Proprietary) Limited 4 9 –<br />

Africell Cellular Services (Proprietary) Limited 40 – –<br />

InterConnect s.p.r.l 10 – –<br />

Cointel VAS (Proprietary) Limited 73 – –<br />

Disposals<br />

By the Group’s 50% joint venture, Vodacom<br />

Ithuba Smartcall (Proprietary) Limited – – –<br />

Stand 13 Eastwood Road Dunkeld (Proprietary) Limited – 8 –


218<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

37. UNDRAWN BORROWING FACILITIES AND GU<strong>AR</strong>ANTEES<br />

37.1 Rand denominated facilities and guarantees<br />

<strong>Telkom</strong> has general banking facilities of R6,226 million. The facilities are unsecured, when drawn bear interest at a rate linked to prime,<br />

have no specific maturity date and are subject to annual review. R3,000 million of these undrawn facilities were committed.<br />

37.2 Foreign denominated facilities and guarantees<br />

2007 2008 2009<br />

Guarantor Details Beneficiary Rm Rm Rm<br />

<strong>Telkom</strong> SA Limited Punctual payment and performance by Various US$3 million – 23 26<br />

Africa Online under the Trade Finance (2008:<br />

Facility Agreement to various banks US$3 million)<br />

First Bank of Nigeria plc Guarantee on lending facility from Export Nortel Networks US$18 million – 147 171<br />

(on behalf of Multi-links Bank of Canada to Nortel Networks for Canada (2008:<br />

Telecommunications the purchase of Telecommunications US$18 million)<br />

Limited) equipment phases – 9a, 9b, 9c and 9d<br />

Zenith Bank plc (on Guarantee payment to Gilat Satcom Gilat Satcom US$0.1 million – 1 1<br />

behalf of Multi-links Limited in respect of interconnect Limited (2008:<br />

Telecommunications<br />

Limited)<br />

service (standby letter of credit) US$0.1 million)<br />

Zenith Bank plc (on Support the bid award of the contract NCC US$0.1 million – 1 1<br />

behalf of Multi-links for the submission of the proposal to (2008:<br />

Telecommunications provide wire to Nigerian Telecommuni- US$0.1 million)<br />

Limited) cations Services<br />

Zenith Bank plc (on Issued in favour of Huawei Technology Huawei US$31 million – 250 294<br />

behalf of Multi-links Investment Company Limited for the Technology (2008:<br />

Telecommunications supply of core telecommunications Investment US$31 million)<br />

Limited) services Company<br />

Limited<br />

Zenith Bank plc (on Issued in favour of Huawei Technology Huawei US$11 million – 88 104<br />

behalf of Multi-links Investment Company Limited for the Technology (2008:<br />

Telecommunications supply of core telecommunications Investment US$11 million)<br />

Limited) services Company<br />

Limited<br />

– 510 597<br />

Disposal group<br />

Rand denominated facilities and guarantees<br />

The Group exposure is 50% of the following items:<br />

Vodacom has Rand denominated credit facilities totalling R15,675 million with R12,335 million utilised as at March 31, 2009. The<br />

facilities that are uncommitted can also be utilised for loans to foreign entities and are subject to review at various dates (usually on an<br />

annual basis). Certain of the facilities are still subject to the Group’s final acceptance.


37. UNDRAWN BORROWING FACILITIES AND GU<strong>AR</strong>ANTEES (continued)<br />

37.2 Foreign denominated facilities and guarantees<br />

Rand denominated facilities and guarantees (continued)<br />

<strong>Telkom</strong> Annual Report 2009 219<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

2007 2008 2009<br />

Guarantor Details Beneficiary Rm Rm Rm<br />

Vodacom (Proprietary) All guarantees individually less than Various 3 2 2<br />

Limited R2 million<br />

Vodacom Service All guarantees individually less than Various 3 3 2<br />

Provider Company R2 million<br />

(Proprietary) Limited<br />

Vodacom Service Guarantee in respect of receipt of SA Insurance 27 32 35<br />

Provider Company independent intermediaries of premiums Association<br />

(Proprietary) Limited on behalf of short-term insurers and for benefit<br />

Lloyd’s underwriters, and relating to<br />

short-term insurance business carried on<br />

in RSA. Renewable annually<br />

of insurers<br />

Smartcom (Proprietary) Guarantees for salary bank account Various 3 – –<br />

Limited and debit orders<br />

Cointel VAS (Proprietary) Guarantees for operating lease Various 1 – –<br />

Limited and debit orders<br />

Vodacom (Proprietary)<br />

Limited<br />

Letter of undertaking in respect of land Attorneys 7 17 33<br />

Vodacom Properties<br />

No.2 (Proprietary)<br />

Limited<br />

Lease guarantees Various – – 3<br />

44 54 75<br />

The Group exposure is 50% of the following items:<br />

Vodacom Congo (RDC) s.p.r.l. has various facilities of US$31 million which was fully utilised as at March 31, 2009. Vodacom<br />

International Limited has a revolving term loan of US$180 million which was fully utilised at March 31, 2009. Vodacom Lesotho<br />

(Proprietary) Limited has overdraft facilities with various banks of M25 million of which M13 million was utilised at March 31, 2009.<br />

Vodacom Tanzania Limited has medium-term loans for US$47 million and TZS54,000 million of which US$40 million and TZSNil was<br />

utilised at March 31, 2009. Foreign currency term facilities are predominantly US Dollar based, at various maturities and are utilised for<br />

bridging and short-term working capital needs.<br />

2007 2008 2009<br />

Guarantor Details Beneficiary Rm Rm Rm<br />

Vodacom Group Guarantees issued for the obligation of Standard Bank US$180 million 1,312 1,463 1,735<br />

(Proprietary) Limited Vodacom International Limited’s term plc and RMB (2008:<br />

loan facility*# International US$180 million;<br />

(Dublin) Limited 2007:<br />

US$180 million)<br />

1,312 1,463 1,735<br />

* Foreign denominated guarantees amounting to R1,735 million (2008: R1,463 million; 2007: R1,312 million) issued in support of Vodacom Congo (RDC)<br />

s.p.r.l. are included as liabilities in the disposal group held for sale.<br />

# The Group is in compliance with the covenants attached to the term loan facility.<br />

Companies within the Group have provided the following guarantees:<br />

Vodacom (Proprietary) Limited provides an unlimited guarantee for borrowings entered into by Vodacom Group (Proprietary) Limited.


220<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

38. COMMITMENTS<br />

Capital commitments<br />

2007 2008 2009<br />

Rm Rm Rm<br />

Capital commitments authorised 11,167 15,198 7,928<br />

Fixed-line 7,000 7,000 6,991<br />

Mobile 4,159 5,211 –<br />

Multi-Links – 355 847<br />

Other 8 2,632 90<br />

Commitments against authorised capital expenditure 1,099 3,504 1,393<br />

Fixed-line 506 652 539<br />

Mobile 591 800 –<br />

Multi-Links – 355 847<br />

Other 2 1,697 7<br />

Authorised capital expenditure not yet contracted 10,068 11,694 6,535<br />

Fixed-line 6,494 6,348 6,452<br />

Mobile 3,568 4,411 –<br />

Multi-Links – – –<br />

Other 6 935 83<br />

Capital commitments comprise commitments for property, plant and<br />

equipment and software included in Intangible assets.<br />

Management expects these commitments to be financed from<br />

proceeds of the Vodacom sale.<br />

2010 FIFA World Cup commitments<br />

The FIFA World Cup commitment is an executory contract which requires <strong>Telkom</strong> to develop the fixed-line components of the necessary<br />

telecommunications infrastructure needed to broadcast this event to the world. This encompasses the provisioning of the fixed-line<br />

telecommunications related products and services and, where applicable, the services of qualified personnel necessary for the planning,<br />

management, delivery, installation and de-installation, operation, maintenance and satisfactory functioning of these products and services.<br />

Furthermore as a National Supporter. <strong>Telkom</strong> owns a tier 3 sponsorship that grants <strong>Telkom</strong> a package of advertising, promotional and<br />

marketing rights that are exercisable within the borders of South Africa. <strong>Telkom</strong> entered into a barter transaction in return for which it has<br />

an outstanding commitment to FIFA of R243 million (2008: R260 million) as at March 31, 2009. This has been recognised in intangible<br />

assets (note 12) and has been included in the disclosure note.<br />

Total 5 years<br />

Rm Rm Rm Rm<br />

Operating lease commitments and receivables<br />

2009<br />

Land and buildings 583 290 281 12<br />

Rental receivable on buildings (271) (99) (170) (2)<br />

Vehicles 1,137 261 876 –<br />

Equipment 15 6 9 –<br />

Customer premises equipment receivables (87) (48) (39) –<br />

Total 1,377 410 957 10


38. COMMITMENTS (continued)<br />

Operating lease commitments and receivables (continued)<br />

<strong>Telkom</strong> Annual Report 2009 221<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

Total 5 years<br />

Rm Rm Rm Rm<br />

2008<br />

Land and buildings 2,061 341 913 807<br />

Rental receivable on buildings (266) (94) (169) (3)<br />

Transmission and data lines 709 134 490 85<br />

Vehicles 1,444 233 1,211 –<br />

Equipment 13 10 3 –<br />

Sport and marketing contracts 680 282 395 3<br />

Customer premises equipment receivables (84) (45) (39) –<br />

Total 4,557 861 2,804 892<br />

2007<br />

Land and buildings 1,465 289 771 405<br />

Rental receivable on buildings (269) (91) (174) (4)<br />

Transmission and data lines 262 68 159 35<br />

Vehicles 573 568 5 –<br />

Equipment 23 6 17 –<br />

Sport and marketing contracts 441 164 275 2<br />

Customer premises equipment receivables (57) (30) (27) –<br />

Total 2,438 974 1,026 438<br />

Customer premises equipment receivable<br />

The disclosed information relates to those arrangements which were assessed to be operating leases in terms of IAS17.<br />

Operating leases<br />

The Group leases certain buildings, vehicles and equipment. The majority of the lease terms negotiated for equipment-related premises are<br />

10 years with other leases signed for five and three years. The majority of the leases contain an option clause entitling <strong>Telkom</strong> to renew<br />

the lease agreements for a period usually equal to the main lease term.<br />

The minimum lease payments under these agreements are subject to annual escalations, which range from 6% to 15%.<br />

Penalties in terms of the lease agreements are only payable should <strong>Telkom</strong> vacate a premises and negotiate to terminate the lease<br />

agreement prior to the expiry date, in which case the settlement payment will be negotiated in accordance with the market conditions of<br />

the premises. Future minimum lease payments under operating leases are included in the above note. Onerous leases for buildings, of<br />

which <strong>Telkom</strong> has no further use, no possibility of sub-lease and no option to cancel, are provided for in full and included in other provisions<br />

(refer to note 29).<br />

The master lease agreement for vehicles was for a period of five years and then extended for an additional three years which resulted in<br />

the lease expiring on March 31, 2008. During August 2007 new terms were negotiated and approved and as a result the operating<br />

lease commitments for vehicles are based on the new agreement which expires on March 31, 2013.<br />

In accordance with this agreement <strong>Telkom</strong> is not allowed to lease any similar vehicle as specified in the contract from any other service<br />

provider during the five year period except for the rentals at airport which are utilised in cases of subsistence and travel as well as vehicles<br />

which are not part of the agreement.<br />

The agreement is structured to have no lease increases on vehicles that are continually leased from the lessor. If a vehicle is, however,<br />

replaced by a new similar vehicle, the lease costs of the newest vehicle will increase by the Consumer Price Index. All leased vehicles are,<br />

however, subject to any variance in the interest rate fluctuations and are adjusted as and when the adjustments are announced by the South<br />

African Reserve Bank. The leases of individual vehicles are renewed annually.<br />

The master lease agreements for office equipment are with two suppliers with initial periods of 36 months effective from November 25,<br />

2005. Upon expiry of the initial lease agreement on November 25, 2008, an extension of the lease was negotiated until November 24,<br />

2009. In terms of these agreements the leases of individual equipment shall be valid for 36 months at a fixed fee for the entire period.


222<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

38. COMMITMENTS (continued)<br />

Total 5 years<br />

Rm Rm Rm Rm<br />

Finance lease commitments<br />

2009<br />

Building<br />

Minimum lease payments 1,654 113 546 995<br />

Finance charges (822) (112) (426) (284)<br />

Finance lease obligation 832 1 120 711<br />

Equipment<br />

Minimum lease payments 7 5 2 –<br />

Finance charges (2) (1) (1) –<br />

Finance lease obligation 5 4 1 –<br />

Vehicles<br />

Minimum lease payments 187 47 140 –<br />

Finance charges (38) (15) (23) –<br />

Finance lease obligation 149 32 117 –<br />

2008<br />

Building<br />

Minimum lease payments 2,198 257 791 1,150<br />

Finance charges (1,031) (152) (496) (383)<br />

Finance lease obligation 1,167 105 295 767<br />

Equipment<br />

Minimum lease payments 16 4 12 –<br />

Finance charges (2) – (2) –<br />

Finance lease obligation 14 4 10 –<br />

Vehicles<br />

Minimum lease payments 242 48 194 –<br />

Finance charges (59) (20) (39) –<br />

Finance lease obligation 183 28 155 –<br />

2007<br />

Building<br />

Minimum lease payments 2,412 227 853 1,332<br />

Finance charges (1,198) (166) (540) (492)<br />

Finance lease obligation 1,214 61 313 840<br />

Equipment<br />

Minimum lease payments 6 – 6 –<br />

Finance charges – – – –<br />

Finance lease obligation 6 – 6 –<br />

Finance leases<br />

Finance leases on vehicles relates to the lease of Swap bodies. The lease term for the Swap bodies is April 2008 to April 2013.<br />

A major portion of the finance leases relates to the sale and lease-back of the Group’s office buildings. The lease term negotiated for the<br />

buildings is for a period of 25 years ending 2019. The minimum lease payments are subject to an annual escalation of 10% p.a. <strong>Telkom</strong><br />

has the right to sublet part of the buildings. In case of breach of contract, the lessor is entitled to cancel the lease agreement and claim<br />

damages.<br />

Finance leases on equipment mainly relates to office equipment. The lease term negotiated for the finance leases is for a period of three<br />

years ending in 2011.


39. CONTINGENCIES<br />

<strong>Telkom</strong> Annual Report 2009 223<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

2007 2008 2009<br />

Rm Rm Rm<br />

Third parties 28 27 18<br />

Fixed-line 19 18 18<br />

Mobile 4 4 –<br />

Multi-Links – – –<br />

Other 5 5 –<br />

Third parties<br />

These amounts represent sundry disputes with suppliers that are not individually significant and that the Group does not intend to settle.<br />

Supplier dispute<br />

Telcordia instituted arbitration proceedings against <strong>Telkom</strong> in March 2001 before a single arbitrator of the International Court of Arbitration,<br />

operating under the auspices of the International Chamber of Commerce. Telcordia is seeking to recover approximately US$130 million<br />

for monies outstanding and damages, plus costs and interest at a rate of 15.5% per year which was increased by Telcordia to<br />

US$172 million in the 2007 financial year and subsequently decreased to US$128 million in the 2008 financial year. The arbitration<br />

proceeding relates to the cancellation of an agreement entered into between <strong>Telkom</strong> and Telcordia during June 1999 for the development<br />

and supply of an integrated end-to-end customer assurance and activation system by Telcordia.<br />

In September 2002, the arbitrator found that <strong>Telkom</strong> had wrongfully repudiated the contract and a partial award was issued by the<br />

arbitrator in favour of Telcordia. <strong>Telkom</strong> subsequently filed an application in the South African High Court to review and set aside the partial<br />

award. On November 27, 2003, the South African High Court set aside the partial award and issued a cost order in favour of <strong>Telkom</strong>.<br />

On May 3, 2004, the South African High Court dismissed an application by Telcordia for leave to appeal and ordered Telcordia to pay<br />

the legal costs of <strong>Telkom</strong>.<br />

On November 29, 2004 the Supreme Court of Appeals granted Telcordia leave to appeal. Telcordia filed a notice of appeal and also<br />

petitioned the United States District Court for the District of Columbia to confirm the partial award, which petition was dismissed, along<br />

with a subsequent appeal. Following the dismissal of the appeal, Telcordia filed a similar petition in the United States District Court of New<br />

Jersey. The United States District Court of New Jersey also dismissed Telcordia’s petition, reaffirming the decision of the United States District<br />

Court of Columbia. Telcordia appealed this dismissal, which was later dismissed by the Appeals Court of New Jersey.<br />

The appeal by Telcordia in the Supreme Court of Appeals was set down for and heard on October 30 and October 31, 2006. Following<br />

the successful upholding of the appeal, <strong>Telkom</strong> filed an application for leave to appeal to the Constitutional Court on only the issue revolving<br />

around the Supreme Court of Appeals’ failure to recognise <strong>Telkom</strong>’s rights of access to the courts under the South African Arbitration Act.<br />

The Constitutional Court has since dismissed <strong>Telkom</strong>’s appeal with costs. The Constitutional Court judgment brought finality to the dispute<br />

over the merits of Telcordia’s claim against <strong>Telkom</strong> and the parties reconvened the arbitration in May 2007 to deal with the amount of<br />

damages to which Telcordia is entitled.<br />

Two hearings were held at the International Dispute Resolutions Centre (IDRC). The first hearing was held in London on May 21, 2007<br />

and was a ’directions hearing’, in terms of which the parties consented to a ruling by the arbitrator setting out a consolidated list of<br />

proposals and issues to form part of the damages hearing.<br />

The second hearing was held in London at the IDRC on June 25 and 26, 2007 and dealt with the application by Telcordia for the striking<br />

out of part of <strong>Telkom</strong>’s defence on the basis that <strong>Telkom</strong> had raised issues in its defence that had already been heard by the arbitrator prior<br />

to his partial award. This application was dismissed by the arbitrator. The arbitrator also made a ruling compelling Telcordia to provide<br />

certain particulars requested by <strong>Telkom</strong> with regard to the claims by Telcordia. In his ruling, the arbitrator also set out a list of issues for<br />

determination of the damages.


224<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

39. CONTINGENCIES (continued)<br />

Supplier dispute (continued)<br />

The mediation took place in London in February and April of 2008 without success. In the interim the parties agreed to the appointment<br />

by the arbitrator of a third party expert to deal with the technical issues in relation to the software that was required to be provided by<br />

Telcordia, who will make a recommendation to the arbitrator in dealing with the amount of the claims. A further hearing was held before<br />

the arbitrator in October 2008 during which the arbitrator permitted <strong>Telkom</strong> to amend its statement of defence. Further hearings were held<br />

before the software expert in November 2008 and he has made his report available.<br />

The parties have now agreed that the whole question of “integration” of the software will be done at an experts only hearing (no lawyers)<br />

before Mr P Burns, a software expert in Johannesburg during October 2009. The hearings before the software expert will have an impact<br />

on the quantum of the other claims. The arbitrator has confirmed that the final hearing will be from January 25 to February 10, 2010, in<br />

Johannesburg.<br />

Although <strong>Telkom</strong> is currently unable to predict the exact amount that it may eventually be required to pay Telcordia, it has made provisions<br />

for estimated liabilities in respect of the Telcordia claim in the sum of US$70 million (R664 million), including interest and legal fees. <strong>Telkom</strong><br />

will be required to fund any payments to Telcordia from cash flows or the incurrence of debt and the amount of any damages above<br />

<strong>Telkom</strong>’s provision would increase <strong>Telkom</strong>’s liabilities and decrease its net profit, which could have a material adverse effect on its financial<br />

condition, cash flows and results of operations.<br />

A provision has been raised based on management’s best estimate of the probable payments in this regard.<br />

2007 2008 2009<br />

Rm Rm Rm<br />

Supplier dispute liability included in current portion of provisions 527 569 664*<br />

The provision has not increased from March 31, 2007, except for foreign exchange movements.<br />

* US$70 million (2008: US$70 million; 2007: US$70 million).<br />

Competition Commission<br />

<strong>Telkom</strong> is party to a number of legal and arbitration proceedings filed by parties with the South African Competition Commission alleging<br />

anti-competitive practices described below. If <strong>Telkom</strong> were found to have committed prohibited practices as contained in the Competition<br />

Act, 1998, as amended. <strong>Telkom</strong> could be required to cease these practices, divest these businesses and be fined a penalty of up to 10%<br />

of <strong>Telkom</strong>’s annual turnover, excluding the turnover of subsidiaries and joint ventures, for each complaint for the financial years prior to the<br />

dates of the complaints. The Competition Commission has to date not imposed the maximum penalty on any offender.<br />

On July 31, 2008, <strong>Telkom</strong> received a summons issued by the Competition Commission requesting information in connection with<br />

investigations being conducted by the Competition Commission into five complaints against <strong>Telkom</strong> described in greater detail below by the<br />

Internet Service Association, MWEB, Internet Solutions and Verizon SA Limited. The summons was subsequently withdrawn by the Competition<br />

Commission following an agreement with <strong>Telkom</strong> in a co-operative process with the Competition Commission as part of the Competition<br />

Commission’s ongoing investigations into these complaints. The investigation is expected to be finalised in the 2009 calendar year.<br />

As competition continues to increase, <strong>Telkom</strong> expects that we will become involved in an increasing number of disputes regarding the<br />

legality of services and products provided by <strong>Telkom</strong> and third parties. These disputes may range from court lawsuits to complaints lodged<br />

by or against <strong>Telkom</strong> with various regulatory bodies. <strong>Telkom</strong> is currently unable to predict the amount that it may eventually be required to<br />

pay in these proceedings. However, <strong>Telkom</strong> has not included provisions for any of these claims in our financial statements. In addition,<br />

<strong>Telkom</strong> might need to spend substantial amounts defending or prosecuting these claims even if it is ultimately successful. If <strong>Telkom</strong> is required<br />

to cease these practices, divest from the relevant businesses or pay significant fines, <strong>Telkom</strong>’s business and financial condition could be<br />

materially and adversely affected and its revenue and net profit could decline. <strong>Telkom</strong> may be required to fund any penalties or damages<br />

from cash flows or drawings on our credit facilities, which could cause its indebtedness to increase.<br />

Independent Cellular Services Provider Association of South Africa (ICSPA)<br />

In 2002, the ICSPA filed a complaint against <strong>Telkom</strong> at the Competition Commission in terms of the Competition Act, alleging that <strong>Telkom</strong><br />

had entered into contracts with large corporations, providing large discounts with the effect of discouraging the corporates from using the<br />

’premicell’ device installed by their members. ICSPA also alleged various contraventions of the Competition Act by <strong>Telkom</strong>. <strong>Telkom</strong> provided<br />

the Competition Commission with certain information requested. <strong>Telkom</strong> also referred the Competition Commission to its High Court<br />

application in respect of utilisation of the ’premicell’ device. The Competition Commission declined to refer the matter to the Competition<br />

Tribunal. ICSPA then referred the matter to the Competition Tribunal on September 18, 2003. <strong>Telkom</strong> filed its answering affidavit on<br />

November 28, 2003. ICSPA has taken no further action since then.


39. CONTINGENCIES (continued)<br />

Competition Commission (continued)<br />

The South African Value Added Network Services (SAVA)<br />

<strong>Telkom</strong> Annual Report 2009 225<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

On May 7, 2002, the South African Value Added Network Services Providers’ Association, an association of VANS providers, filed<br />

complaints against <strong>Telkom</strong> at the Competition Commission of the Republic of South Africa under the South African Competition Act, 89 of<br />

1998, alleging, among other things, that <strong>Telkom</strong> was abusing its dominant position in contravention of the Competition Act, 89 of 1998,<br />

and that it was engaged in price discrimination. The Competition Commission determined, among other things, that several aspects of<br />

<strong>Telkom</strong>’s conduct contravened the Competition Act, 89 of 1998, and referred certain of the relevant complaints to the Competition Tribunal<br />

for adjudication. The referred complaints deal with <strong>Telkom</strong>’s alleged refusal to provide telecommunications facilities to certain VANS<br />

providers to construct their networks, refusal to lease access facilities to VANS providers, provision of bundled and cross subsidised<br />

competitive services with monopoly services, discriminatory pricing with regard to leased line services and alleged refusal to peer with<br />

certain VANS providers.<br />

<strong>Telkom</strong> brought an application for review against the Competition Commission and the Competition Tribunal in the South African High<br />

Court, in respect of the decision by the Competition Commission to refer the matters to the Competition Tribunal. <strong>Telkom</strong> is of the view that<br />

the Competition Tribunal does not have jurisdiction to adjudicate these matters and argued that ICASA has the requisite jurisdiction. In the<br />

review application, <strong>Telkom</strong> also sought to set aside the decision by the Competition Commission to refer the complaints to the Competition<br />

Tribunal on the basis that the Competition Commission was biased, that the referral was out of time and that the Competition Commission<br />

had not adhered to the memorandum of understanding between it and ICASA. Only the Competition Commission opposed the application<br />

and filed an answering affidavit.<br />

The main complaint at the Competition Commission was held over pending the outcome of the review application.<br />

The application for review was heard on April 24 and 25, 2008. The South African High Court judge set aside the decision of the<br />

Competition Commission to refer the SAVA complaints and the Omnilink complaint against <strong>Telkom</strong> discussed below to the Competition<br />

Tribunal. The decision was made based on three grounds, namely that:<br />

• the Competition Commission failed to comply with the peremptory provisions of the memorandum of understanding between the<br />

Competition Commission and ICASA;<br />

• the referral was out of time, on the basis that the agreements with the complainants to extend the time which the Competition Commission<br />

was allowed to investigate the complaints were invalid; and<br />

• the Competition Commission’s reliance on a report by the Link Centre created reasonable apprehension of bias, since some of the<br />

complainants contribute financially to the Link Centre and the Link Centre’s advisory board includes employees of the complainants in<br />

the SAVA complaints.<br />

The judge did not make a decision on the question of jurisdiction (ie, whether ICASA or the Competition Tribunal has the jurisdiction to<br />

deal with competition matters in the electronic communications industry).<br />

On July 3, 2008 the Competition Commission filed an application for leave to appeal the decision of the High Court on the basis that the<br />

judge erred on the issue of bias as well as his finding that issues surrounding the extension of time to investigate the issues constitutes a<br />

ground for review. <strong>Telkom</strong> then filed an application for leave to cross-appeal on July 11, 2008. The main basis of <strong>Telkom</strong>’s cross-appeal<br />

is that <strong>Telkom</strong> believes that the judge erred in failing to make a decision as to whether ICASA or the Competition Commission and<br />

Competition Tribunal should deal with this type of complaint. The application for leave to appeal as well as the application for leave to<br />

cross-appeal were granted by the Pretoria High Court on October 9, 2008. The parties are attending to the filing of the record of<br />

proceedings before the High Court as well as the parties’ heads of argument, after which the Registrar of the Supreme Court of Appeal<br />

will inform the parties of the date for the hearing. The main complaint before the Competition Tribunal will continue to be held over pending<br />

the outcome of the appeal and cross-appeal.<br />

This matter is not expected to be finalised within the 2010 financial year.


226<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

39. CONTINGENCIES (continued)<br />

Competition Commission (continued)<br />

Omnilink<br />

On August 22, 2002 Omnilink filed a complaint against <strong>Telkom</strong> at the Competition Commission alleging that <strong>Telkom</strong> was abusing its<br />

dominance by discriminating in its price for Diginet services as against those charged to VANS and the price charged to customers who<br />

apply for a <strong>Telkom</strong> VPN solution. The Competition Commission conducted an enquiry and subsequently referred the complaint, together<br />

with the SAVA complaint, to the Competition Tribunal for adjudication. This matter is currently being dealt with together with the SAVA matter<br />

discussed previously.<br />

Orion/<strong>Telkom</strong> (Standard Bank and Edcon): Competition Tribunal<br />

In April 2003, Orion filed a complaint against <strong>Telkom</strong>, Standard Bank and Edcon at the Competition Commission concerning <strong>Telkom</strong>’s<br />

discounts offered on public switched telecommunication services to corporate customers. In terms of the rules of the Competition<br />

Commission, the Competition Commission, who acts as an investigator, had one year to investigate the complaint. Orion, simultaneously<br />

with the filing of the complaint, also filed an application against <strong>Telkom</strong>, Standard Bank and Edcon at the Competition Tribunal, for an<br />

interim order interdicting and restraining <strong>Telkom</strong> from offering Orion’s corporate customers reduced rates associated with <strong>Telkom</strong>’s Cellsaver<br />

discount plan.<br />

The Competition Commission completed its investigation and decided that there was no prima facie evidence of any contravention of the<br />

Competition Act. Orion however referred the matter to the Competition Tribunal in terms of section 51 of the Competition Act, which allows<br />

for parties to refer matters to the Competition Tribunal themselves. <strong>Telkom</strong> has not yet filed its answering affidavit in the main complaint<br />

before the Competition Tribunal. To date there have been no further developments on this matter.<br />

The Internet Service Providers Association (ISPA)<br />

In December 2005, the ISPA, an association of ISPs, filed complaints against <strong>Telkom</strong> at the Competition Commission regarding alleged<br />

anti-competitive practices on the part of <strong>Telkom</strong>. The complaints deal with the cost of access to SAIX, the prices offered by <strong>Telkom</strong>Internet,<br />

the alleged delay in provision of facilities to ISPs and the alleged favourable installation timelines offered to <strong>Telkom</strong>Internet customers. The<br />

Competition Commission has formally requested <strong>Telkom</strong> to provide it with certain records of orders placed for certain services, in an attempt<br />

to first investigate the latter aspects of the complaint. <strong>Telkom</strong> provided the Competition Commission with the information.<br />

MWEB and Internet Solutions (IS)<br />

On June 29, 2005, MWEB and Internet Solutions, or IS, jointly lodged a complaint with the Competition Commission against <strong>Telkom</strong> and<br />

also requested interim relief at the Competition Tribunal. The complaint at the Competition Commission mainly deals with <strong>Telkom</strong>’s pricing<br />

for ADSL retail products and its IP Connect products, the termination of the peering link between <strong>Telkom</strong> and IS, the wholesale pricing of<br />

SAIX bandwidth for ADSL users of other internet service providers, the architecture of <strong>Telkom</strong>’s ADSL access route and the manner in which<br />

internet service providers can only connect to <strong>Telkom</strong>’s edge service router via IP Connect as well as alleged excessive pricing for bandwidth<br />

on <strong>Telkom</strong>’s international undersea cable. The application for interim relief at the Competition Tribunal dealt with allegations that <strong>Telkom</strong><br />

should maintain the peering link between IS and <strong>Telkom</strong> in terms of its current peering agreement, and demanded that <strong>Telkom</strong> treat the<br />

traffic generated by ADSL customers of MWEB as traffic destined for the peering link and that <strong>Telkom</strong> upgrade its peering link to<br />

accommodate the increased ADSL traffic emanating from MWEB and maintain a maximum of 65% utilisation. <strong>Telkom</strong> filed its answering<br />

affidavit, and is awaiting IS and MWEB’s replying affidavit.<br />

Since then, <strong>Telkom</strong> has entered into a new peering agreement with IS and has responded to numerous documentation and information<br />

requests from the Competition Commission. To date neither MWEB nor IS has filed a replying affidavit in the interim relief application.


39. CONTINGENCIES (continued)<br />

Competition Commission (continued)<br />

MWEB<br />

<strong>Telkom</strong> Annual Report 2009 227<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

On June 5, 2007, MWEB brought an application against <strong>Telkom</strong> for interim relief at the Competition Tribunal with regard to the manner<br />

in which <strong>Telkom</strong> provides wholesale ADSL internet connections. MWEB requested the Competition Tribunal to grant an order of interim<br />

relief against <strong>Telkom</strong> to charge MWEB a wholesale price for the provision of ADSL internet connections which is not higher than the lowest<br />

retail price. MWEB further applied for an order that <strong>Telkom</strong> implement the migration of end customers from <strong>Telkom</strong> PSTS ADSL access to<br />

MWEB without interruption of the service. <strong>Telkom</strong> raised the objection that the Competition Tribunal does not have jurisdiction to hear the<br />

matter in its answering affidavit filed at the Competition Tribunal. <strong>Telkom</strong> still had to “plead over” as to the merits of the matter. <strong>Telkom</strong> also<br />

filed an application in the Transvaal Provincial Division of the South African High Court on July 3, 2007 for an order declaring that the<br />

Competition Tribunal does not have jurisdiction to hear the application for interim relief made to it by MWEB.<br />

The application before the High Court was set down for hearing during the first quarter of the 2009 financial year. The parties however<br />

entered into settlement negotiations, which resulted in the withdrawal of the interim relief application at the Competition Tribunal by MWEB<br />

as well as a withdrawal of the jurisdictional challenge filed at the South African High Court by <strong>Telkom</strong>. The parties are in further<br />

negotiations.<br />

Verizon SA Limited (Verizon)<br />

Verizon filed a complaint against <strong>Telkom</strong> on March 22, 2007 alleging that <strong>Telkom</strong> charges an excessive price on services rendered to<br />

Verizon thereby inducing Verizon’s customers not to deal with Verizon, engages in exclusionary conduct through “margin squeeze” in<br />

offering prices to end-users which are lower than the prices at which it sells rights of access to its infrastructure on a wholesale basis to<br />

Verizon, and that <strong>Telkom</strong> engages in price discrimination against Verizon.<br />

Internet Solutions (IS)<br />

IS filed a complaint against <strong>Telkom</strong> at the Competition Commission during December 2007. The complaint alleges abusive conduct by<br />

<strong>Telkom</strong>. IS specifically alleges that <strong>Telkom</strong> is charging excessive prices that bear no reasonable relation to the economic value of the goods<br />

or services, that <strong>Telkom</strong> has raised the wholesale cost to downstream competitors, while also reducing the downstream retail price to clients;<br />

engaging in margin squeeze, that <strong>Telkom</strong> has introduced a series of bundled products (namely <strong>Telkom</strong> Closer Products) that limit the ability<br />

of rivals in particular markets to compete effectively, and <strong>Telkom</strong> is offering discriminatory prices in relation to a number of infrastructural<br />

and service items that IS is compelled to purchase from <strong>Telkom</strong>.<br />

While that complaint was being investigated by the Competition Commission IS brought an application to the Competition Commission<br />

for interim relief requesting: that <strong>Telkom</strong> be ordered to charge IS a wholesale price for telecommunication facilities to provide virtual private<br />

network services to its customers no higher than the lowest retail price for such connection charged to <strong>Telkom</strong>’s VPN Supreme customers<br />

and ordering that the costs of the application be paid by <strong>Telkom</strong>.<br />

<strong>Telkom</strong> opposed the application of by IS at the Competition Tribunal although it is unable to finalise its opposing papers due to difficulties<br />

associated with the manner in which IS claimed confidentiality over the application. No further activity has taken place with regard to the<br />

interim relief application to date.


228<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

39. CONTINGENCIES (continued)<br />

Competition Commission (continued)<br />

Telecom and Broadcasting (Proprietary) Limited (Maredi)<br />

Maredi<br />

Maredi served a notice of motion on <strong>Telkom</strong>, Ericsson SA and Telsaf Data (Pty) Ltd on January 8, 2009. The matter relates to a tender<br />

published by <strong>Telkom</strong> for the supply of point-to-point split mount microwave equipment. Maredi, Telsaf, Ericsson and a fourth company,<br />

Mobax, were shortlisted. The tender was awarded by <strong>Telkom</strong> to Telsaf and Ericsson.<br />

Maredi applied for a court order, with a court hearing date set for February 3, 2009, requesting that the court prevent <strong>Telkom</strong> from entering<br />

into a contract with Ericsson and Telsaf or either party, and from ordering goods or services from Ericsson and Telsaf pursuant to the tender.<br />

Maredi also requested an order that the court review and set aside the award of the tender to Telsaf and Ericsson or either of the<br />

aforementioned parties, and refer the tender back to <strong>Telkom</strong> in order for <strong>Telkom</strong> to reconsider its award. Maredi alleged that there were<br />

certain irregularities in the tender process in that <strong>Telkom</strong> did not follow fair procedures by failing to comply with its own mandatory<br />

procedural requirements, that <strong>Telkom</strong> acted arbitrarily and in bad faith, that <strong>Telkom</strong> was biased in favour of Ericsson and that Ericsson should<br />

have been disqualified as it failed to meet <strong>Telkom</strong>’s critical criteria as set out in the tender.<br />

Numerous allegations in the application, including accusations against certain members of the Procurement Review Council and allegations<br />

by Maredi of compliance by them to the technical critical criteria, were refuted by <strong>Telkom</strong>. <strong>Telkom</strong> and Ericsson opposed the application<br />

and filed their respective opposing affidavits. Telsaf did not oppose the application. The matter was ultimately set down for hearing on<br />

February 20, 2009 and Maredi’s application was dismissed with costs. However, Maredi is proceeding with a review application in the<br />

ordinary course and <strong>Telkom</strong> is opposing the application.<br />

<strong>Telkom</strong> is not currently able to predict when these disputes may be resolved or the amount that <strong>Telkom</strong> may eventually be required to pay,<br />

however, <strong>Telkom</strong> has not included provisions for all of these claims in our consolidated financial statements. In addition, <strong>Telkom</strong> may need<br />

to spend substantial amounts defending or prosecuting these claims even if <strong>Telkom</strong> is ultimately successful. If <strong>Telkom</strong> were to lose these or<br />

future legal and arbitration proceedings, <strong>Telkom</strong> could be prohibited from engaging in certain business activities and could be required to<br />

pay substantial penalties and damages, which could cause <strong>Telkom</strong>’s revenue and net profit to decline and have a material adverse impact<br />

on the business and financial condition. <strong>Telkom</strong> may be required to fund any penalties or damages from cash flows or drawings on our<br />

credit facilities, which could cause <strong>Telkom</strong>’s indebtedness to increase.<br />

<strong>Telkom</strong> is party to various additional proceedings and lawsuits in the ordinary course of our business, which management does not believe<br />

will have a material adverse impact.<br />

Negative working capital ratio<br />

At each of the financial years ended March 31, 2009, 2008 and 2007 the Group had a negative working capital ratio. A negative<br />

working capital ratio arises when current liabilities are greater than current assets. Current liabilities are intended to be financed from<br />

operating cash flows, new borrowings and borrowings available under existing credit facilities.


40. DIRECTORS’ INTERESTS<br />

<strong>Telkom</strong> Annual Report 2009 229<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

ST Arnold, RJ Huntley, E Spio-Garbrah, KST Matthews and VB Lawrence, five of <strong>Telkom</strong>’s Board members, are the South African<br />

Government’s representatives on <strong>Telkom</strong>’s Board of directors. At March 31, 2009, the Government held 39.76% (2008: 39.42%; 2007:<br />

38.83%) of <strong>Telkom</strong>’s shares.<br />

B Molefe is a Public Investment Corporation (PIC) representative on <strong>Telkom</strong>’s Board of directors. As at March 31, 2009 the PIC held<br />

15.63% (2008: 15.23%, 2007: 15.27%) of <strong>Telkom</strong>’s shares.<br />

Beneficial Non-beneficial<br />

Direct Indirect Direct Indirect<br />

Directors’ shareholding (Number of shares)<br />

2009<br />

Executive<br />

RJ September 90,815 1,820 – –<br />

PG Nelson 19,182 –<br />

Total 109,997 1,820 – –<br />

Non-executive<br />

PG Joubert – 15,000 – –<br />

D Barber – 1,200 – –<br />

– 16,200 – –<br />

2008<br />

Executive<br />

RJ September 7,155 – – –<br />

Total 7,155 – – –<br />

Non-executive<br />

At March 31, 2008 there were no non-executive directors’ shareholdings.<br />

2007<br />

Non-executive<br />

TF Mosololi 455 – – –<br />

Total 455 – – –<br />

The directors’ shareholding changed between the balance sheet date and the date of issue of the financial statements and this has been<br />

reflected in the above information.<br />

2007 2008 2009<br />

Rm Rm Rm<br />

Directors’ emoluments 7 36 20<br />

Executive<br />

For services as directors<br />

Non-executive<br />

4 31 15<br />

For services as directors 3 5 5


230<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

40. DIRECTORS’ INTEREST (continued)<br />

Directors’ emoluments (continued)<br />

Performance Fringe and<br />

Fees Remuneration bonus other benefits Total<br />

R R R R R<br />

2009<br />

Emoluments per director:<br />

Non-executive 5,028,084 – – – 5,028,084<br />

ST Arnold 1,030,000 – – – 1,030,000<br />

B du Plessis 498,000 – – – 498,000<br />

PSC Luthuli 642,000 – – – 642,000<br />

KST Matthews 441,000 – – – 441,000<br />

B Molefe 159,551 – – – 159,551<br />

AG Rhoda 124,001 – – – 124,001<br />

RJ Huntley 533,000 – – – 533,000<br />

Dr E Spio-Garbrah** 622,750 – – – 622,750<br />

Dr VB Lawrence** 359,000 – – – 359,000<br />

DD Barber 293,667 – – – 293,667<br />

PG Joubert 302,778 – – – 302,778<br />

Executive – 4,530,912 2,289,947 7,848,357 14,669,216<br />

RJ September CEO* – 3,555,800 1,841,396 7,430,452 12,827,648<br />

PG Nelson CFO* – 975,112 448,551 417,905 1,841,568<br />

Total emoluments – paid by <strong>Telkom</strong> 5,005,747 4,530,912 2,289,947 7,848,357 19,674,963<br />

2008<br />

Emoluments per director:<br />

Non-executive 4,633,933 – – – 4,633,933<br />

ST Arnold 1,124,373 – – – 1,124,373<br />

B du Plessis 393,967 – – – 393,967<br />

MJ Lamberti – – – – –<br />

PSC Luthuli 502,117 – – – 502,117<br />

TD Mahloele 357,684 – – – 357,684<br />

KST Matthews 501,217 – – – 501,217<br />

TF Mosololi 174,960 – – – 174,960<br />

M Mostert*** 229,433 – – – 229,433<br />

DD Tabata 250,583 – – – 250,583<br />

YR Tenza 305,633 – – – 305,633<br />

PL Zim 5,333 – – – 5,333<br />

B Molefe 20,497 – – – 20,497<br />

A Rhoda 14,286 – – – 14,286<br />

RJ Huntley 193,833 – – – 193,833<br />

Dr E Spio-Garbrah** 273,841 – – – 273,841<br />

Dr VB Lawrence** 286,176 – – – 286,176<br />

Executive – 14,489,833 3,436,308 13,244,896 31,171,037<br />

R September* – 2,453,757 3,436,308 13,218,772 19,108,837<br />

CEO – 1,016,524 3,436,308 10,438,538 14,891,370<br />

Acting CEO – 1,437,233 – 2,780,234 4,217,467<br />

LRR Molotsane* – 12,036,076 – 26,124 12,062,200<br />

Total emoluments – paid by <strong>Telkom</strong> 4,633,933 14,489,833 3,436,308 13,244,896 35,804,970


40. DIRECTORS’ INTEREST (continued)<br />

Directors’ emoluments (continued)<br />

Performance Fringe and<br />

<strong>Telkom</strong> Annual Report 2009 231<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

Fees Remuneration bonus other benefits Total<br />

R R R R R<br />

2007<br />

Emoluments per director:<br />

Non-executive 2,641,168 – – – 2,641,168<br />

NE Mtshotshisa 463,050 – – – 463,050<br />

ST Arnold 353,719 – – – 353,719<br />

TCP Chikane 32,670 – – – 32,670<br />

B du Plessis 213,367 – – – 213,367<br />

PSC Luthuli 205,417 – – – 205,417<br />

TD Mahloele 166,667 – – – 166,667<br />

KST Matthews 109,643 – – – 109,643<br />

TF Mosololi 214,417 – – – 214,417<br />

M Mostert 232,417 – – – 232,417<br />

DD Tabata 175,367 – – – 175,367<br />

YR Tenza 321,767 – – – 321,767<br />

PL Zim 152,667 – – – 152,667<br />

Executive – 2,272,785 – 1,653,202 3,925,987<br />

LRR Molotsane* – 2,272,785 – 1,653,202 3,925,987<br />

Total emoluments – paid by <strong>Telkom</strong> 2,641,168 2,272,785 – 1,653,202 6,567,155<br />

*Included in fringe and other benefits is a pension contribution for LRR Molotsane of RNil (2008: R4,690; 2007: R295,462), RJ September of R462,254<br />

(2008: R280,261; 2007: RNil) and PG Nelson of R125,765 (2008: RNil; 2007: RNil) at March 31, 2009 paid to the <strong>Telkom</strong> Retirement Fund.<br />

** Foreign directors.<br />

*** In the absence of an internal corporate finance division, and pending the structuring and staffing thereof, the <strong>Telkom</strong> Board resolved that it was in the<br />

best interest of the Company and shareholders to deploy the highest quality skills currently resident in <strong>Telkom</strong>, to evaluate, structure and make<br />

recommendations to the Board on major transactions. During 2008, Dr Mostert led all efforts in this regard and was remunerated accordingly. Moreover,<br />

in compliance with the principles of good governance, the Board took legal advice and established that there was no conflict of interest arising out of<br />

this involvement in the transaction evaluated.


232<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

41. SEGMENT INFORMATION<br />

Eliminations represent the inter-segmental transactions that have been<br />

eliminated against segment results. The mobile segment represents the<br />

Group’s joint venture Vodacom.<br />

2007 2008 2009<br />

Rm Rm Rm<br />

Business segment<br />

Consolidated operating revenue 32,441 33,611 35,940<br />

Fixed-line 32,345 32,572 33,659<br />

Elimination (772) (830) (817)<br />

Multi-Links – 845 1,900<br />

Other 873 1,040 1,214<br />

Elimination (5) (16) (16)<br />

Discontinued operations 19,178 22,674 26,174<br />

Mobile 20,573 24,089 27,594<br />

Elimination (1,494) (1,519) (1,531)<br />

Other 106 108 123<br />

Elimination (7) (4) (12)<br />

Consolidated other income 338 472 343<br />

Fixed-line 334 497 524<br />

Elimination (46) (86) (245)<br />

Other 50 61 64<br />

Discontinued operations 46 62 129<br />

Mobile 42 56 119<br />

Other 4 6 10<br />

Consolidated operating expenses 23,028 25,014 29,895<br />

Fixed-line 24,083 24,962 29,849<br />

Elimination (1,505) (1,709) (3,624)<br />

Multi-Links – 942 2,422<br />

Elimination – 56 469<br />

Other 512 928 801<br />

Elimination (62) (165) (22)<br />

Discontinued operations 14,505 17,323 21,214<br />

Mobile 15,185 17,898 21,704<br />

Elimination (745) (805) (876)<br />

Other 77 245 607<br />

Elimination (12) (15) (221)


<strong>Telkom</strong> Annual Report 2009 233<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

41. SEGMENT INFORMATION (continued)<br />

2007 2008 2009<br />

Rm Rm Rm<br />

Consolidated operating profit 9,751 9,069 6,388<br />

Fixed-line 8,596 8,107 4,334<br />

Elimination 687 793 2,562<br />

Multi-Links – (97) (522)<br />

Elimination – (56) (469)<br />

Other 411 173 477<br />

Elimination 57 149 6<br />

Discontinued operations 4,719 5,413 5,089<br />

Mobile 5,430 6,247 6,009<br />

Elimination (749) (714) (655)<br />

Other 33 (131) (474)<br />

Elimination 5 11 209<br />

Consolidated investment income 199 168 181<br />

Fixed-line 3,041 3,975 2,807<br />

Elimination (2,850) (3,832) (2,646)<br />

Multi-Links – 7 5<br />

Other 8 18 15<br />

Discontinued operations 37 29 35<br />

Mobile 37 27 33<br />

Other – 2 2<br />

Consolidated finance charges 857 1,556 2,843<br />

Fixed-line 857 1,277 1,464<br />

Multi-Links – (4) 1,201<br />

Elimination – (33) (164)<br />

Other – 318 353<br />

Elimination – (2) (11)<br />

Discontinued operations 269 247 922<br />

Mobile 269 240 921<br />

Other – 7 1<br />

Consolidated taxation 2,803 2,647 1,660<br />

Fixed-line 2,652 2,630 560<br />

Elimination – – 825<br />

Multi-Links – (131) 141<br />

Elimination – – (24)<br />

Other 151 148 158


234<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

41. SEGMENT INFORMATION (continued)<br />

2007 2008 2009<br />

Rm Rm Rm<br />

Discontinued operations 1,928 2,057 2,021<br />

Mobile 1,918 2,055 2,023<br />

Other 10 2 (2)<br />

Minority interests 94 123 26<br />

Multi-Links – 12 (96)<br />

Other 94 111 122<br />

Discontinued operations 109 74 51<br />

Mobile 109 73 51<br />

Other – 1 –<br />

Profit attributable to equity holders of <strong>Telkom</strong> 6,196 4,911 2,040<br />

Fixed-line 8,128 8,175 5,117<br />

Elimination (2,163) (3,039) (909)<br />

Multi-Links – 33 (1,763)<br />

Elimination – (23) (281)<br />

Other 174 (386) (141)<br />

Elimination 57 151 17<br />

Discontinued operations 2,450 3,064 2,130<br />

Mobile 3,171 3,906 3,047<br />

Elimination (749) (714) (655)<br />

Other 23 (139) (471)<br />

Elimination 5 11 209<br />

Consolidated assets 57,426 68,259 59,712<br />

Fixed-line 44,224 47,829 54,593<br />

Elimination (1,547) (1,604) (1,167)<br />

Mobile 14,026 16,743 –<br />

Elimination (353) (278) –<br />

Multi-Links – 2,451 5,834<br />

Elimination – – (860)<br />

Other 1,188 3,283 1,285<br />

Elimination (112) (165) 27<br />

Disposal group – – 23,215<br />

Mobile 23,412<br />

Elimination (269)<br />

Other 94<br />

Elimination (22)


<strong>Telkom</strong> Annual Report 2009 235<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

41. SEGMENT INFORMATION (continued)<br />

2007 2008 2009<br />

Rm Rm Rm<br />

Investments 1,461 1,499 1,383<br />

Fixed-line 1,621 4,917 10,910<br />

Elimination (341) (3,607) (9,540)<br />

Mobile 181 176 –<br />

Other – 13 13<br />

Disposal group – –<br />

Mobile 194<br />

Other financial assets 259 614 1,202<br />

Fixed-line 230 445 1,200<br />

Mobile 28 169 –<br />

Other 1 – 2<br />

Disposal group<br />

Mobile – – 73<br />

Total assets 59,146 70,372 85,779<br />

Consolidated liabilities 15,951 19,689 14,247<br />

Fixed-line 10,154 11,892 13,002<br />

Elimination (458) (495) (514)<br />

Multi-Links – 639 1,564<br />

Elimination – – (265)<br />

Mobile 7,416 8,871 –<br />

Elimination (1,468) (1,542) –<br />

Other 374 332 165<br />

Elimination (67) (8) 295<br />

Disposal group – – 8,498<br />

Mobile 9,611<br />

Elimination (1,128)<br />

Other 15<br />

Interest-bearing debt 10,364 15,733 18,275<br />

Fixed-line 9,082 13,362 17,704<br />

Mobile 1,278 1,815 –<br />

Multi-Links – 532 550<br />

Other 4 24 21<br />

Disposal group – – 7,052<br />

Mobile 7,052<br />

Other –


236<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

41. SEGMENT INFORMATION (continued)<br />

2007 2008 2009<br />

Rm Rm Rm<br />

Other financial liabilities 229 1,290 228<br />

Fixed-line 58 167 226<br />

Mobile 158 204 –<br />

Other 13 919 2<br />

Disposal group<br />

Mobile – – 48<br />

Taxation liabilities 594 323 50<br />

Fixed-line – 7 12<br />

Mobile 556 290 –<br />

Other 38 26 38<br />

Disposal group – – 275<br />

Mobile 275<br />

Other –<br />

Total liabilities 27,138 37,035 48,673<br />

Other segment information<br />

Capital expenditure for property, plant and equipment 8,648 10,108 8,725<br />

Fixed-line 5,545 6,044 5,866<br />

Mobile 3,069 2,475 –<br />

Multi-Links – 1,312 2,754<br />

Other 34 277 105<br />

Disposal group – – 3,013<br />

Mobile 2,979<br />

Other 34<br />

Capital expenditure for intangible assets 1,598 1,791 906<br />

Fixed-line 1,049 749 824<br />

Mobile 539 985 –<br />

Multi-Links – – 37<br />

Other 10 57 45<br />

Disposal group – – 590<br />

Mobile 590<br />

Other –<br />

Depreciation and amortisation 3,316 3,621 4,458<br />

Fixed-line 3,298 3,470 4,037<br />

Multi-Links – 119 296<br />

Elimination – – 69<br />

Other 18 32 50<br />

Elimination – – 6


41. SEGMENT INFORMATION (continued)<br />

<strong>Telkom</strong> Annual Report 2009 237<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

2007 2008 2009<br />

Rm Rm Rm<br />

Discontinued operations 1,703 1,980 2,373<br />

Mobile 1,681 1,955 2,341<br />

Other 22 25 32<br />

Impairment and asset write-offs 284 514 822<br />

Fixed-line 284 262 321<br />

Multi-Links – 23 462<br />

Other – 229 39<br />

Discontinued operations 12 15 57<br />

Mobile 12 15 57<br />

Other – – –<br />

Workforce reduction expense – Fixed-line 24 3 8<br />

Geographical segment<br />

Consolidated operating revenue 32,441 33,611 35,940<br />

South Africa 32,428 32,671 33,847<br />

Other African countries 29 956 2,093<br />

Elimination (16) (16) –<br />

Disposal group 19,178 22,674 26,174<br />

South Africa 17,130 19,997 22,298<br />

Other African countries 2,070 2,697 3,932<br />

Elimination (22) (20) (56)<br />

Consolidated operating profit 9,751 9,069 6,388<br />

South Africa 9,744 9,254 7,435<br />

Other African countries 18 (169) (533)<br />

Elimination (11) (16) (514)<br />

Disposal group 4,719 5,413 5,089<br />

South Africa 4,622 5,089 4,726<br />

Other African countries 276 414 400<br />

Elimination (179) (90) (37)<br />

Consolidated assets 59,146 70,372 62,297<br />

South Africa 56,797 63,772 57,056<br />

Other African countries 3,489 8,785 6,101<br />

Eliminations (1,140) (2,185) (860)


238<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

41. SEGMENT INFORMATION (continued)<br />

2007 2008 2009<br />

Rm Rm Rm<br />

Disposal group – – 23,482<br />

South Africa 20,693<br />

Other African countries 9,597<br />

Elimination (6,808)<br />

Capital expenditure for property, plant and equipment and intangible assets 10,246 11,899 9,631<br />

South Africa 9,459 9,780 6,735<br />

Other African countries 787 2,119 2,896<br />

Disposal group – – 3,603<br />

South Africa 2,443<br />

Other African countries 1,213<br />

Elimination (53)<br />

’South Africa’, which is also the country of domicile for <strong>Telkom</strong>, comprises the segment information relating to <strong>Telkom</strong> and its South African<br />

subsidiaries as well as Vodacom’s South African-based mobile communications network, the segment information of its service providers is<br />

included in the disposal group.<br />

‘Other African countries’ comprises <strong>Telkom</strong>’s subsidiaries Africa Online Limited and Multi-Links Telecommunications Limited as well as<br />

Vodacom’s mobile communications network in Tanzania, Lesotho, the Democratic Republic of the Congo and Mozambique.


<strong>Telkom</strong> Annual Report 2009 239<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

42. RELATED P<strong>AR</strong>TIES<br />

Details of material transactions and balances with related parties not disclosed separately in the consolidated annual financial statements<br />

were as follows:<br />

2007 2008 2009<br />

Rm Rm Rm<br />

With joint venture:<br />

Vodacom Group (Proprietary) Limited<br />

Related party balances<br />

Trade receivables 61 51 61<br />

Trade payables (353) (346) (325)<br />

Related party transactions<br />

Revenue (755) (816) (891)<br />

Expenses 1,494 1,525 1,533<br />

Audit fees 3 3 2<br />

Revenue includes interconnect fees and lease and installation of transmission lines.<br />

Expenses mostly represent interconnect expenses.<br />

With shareholders:<br />

Public Investment Corporation<br />

There were no material transactions between <strong>Telkom</strong> and the<br />

Public Investment Corporation.<br />

Government<br />

Related party balances<br />

Trade receivables 271 326 386<br />

Related party transactions<br />

Revenue (2,458) (2,623) (2,767)<br />

With entities under common control:<br />

Major public entities<br />

Related party balances<br />

Trade receivables 59 28 52<br />

Trade payables (6) (25) (3)<br />

The outstanding balances are unsecured and will be settled in cash in<br />

the ordinary course of business.<br />

Related party transactions<br />

Revenue (435) (486) (446)<br />

Expenses 238 243 212<br />

Rent received (29) (21) (20)<br />

Rent paid 27 22 19<br />

Key management personnel compensation:<br />

(Including directors’ emoluments)<br />

Related party transactions<br />

Short-term employee benefits 116 155 62<br />

Post-employment benefits 4 4 6<br />

Termination benefits – 27 –<br />

Equity compensation benefits 8 29 39<br />

Other long-term benefits 17 – –<br />

The fair value of the shares that vested in the current year is R11 million (2008: R12 million; 2007: RNil).<br />

Terms and conditions of transactions with related parties<br />

The sales to and purchases from related parties of telecommunication services are made at arm’s length prices. Except as indicated above,<br />

outstanding balances at the year end are unsecured, interest-free and settlement occurs in cash. Apart from the bank guarantee to the<br />

amount not exceeding R23 million provided to Africa Online Limited, there have been no guarantees provided or received for related party<br />

receivables or payables.


240<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

43. INTEREST IN MATERIAL SUBSIDI<strong>AR</strong>IES<br />

Country of incorporation: RSA – Republic of South Africa; TZN – Tanzania; LES – Lesotho; MZ – Mozambique; DRC – Democratic Republic<br />

of Congo; MAU – Mauritius; NIG – Nigeria; GUE – Guernsey.<br />

Nature of business: C – Cellular; S – Satellite; MSC – Management services company; PROP – Property company; OTH – Other.<br />

* Dormant at March 31, 2008.<br />

Issued share capital<br />

Interest in issued<br />

ordinary share capital<br />

Country of 2007 2008 2009 2007 2008 2009<br />

incorporation % % %<br />

Directory advertising<br />

Trudon (Proprietary) Limited (formerly trading as TDS Directory<br />

Operations (Proprietary) Limited)<br />

Other group entities<br />

RSA R100,000 R100,000 R100,000 64.9 64.9 64.9<br />

Rossal No 65 (Proprietary) Limited RSA R100 R100 R100 100 100 100<br />

Acajou Investments (Proprietary) Limited RSA R100 R100 R100 100 100 100<br />

Africa Online Limited MAU US$1,000 US$1,000 US$1,000 100 100 100<br />

Multi-Links Telecommunications Limited NIG – NGN300,000,000 NGN300,000,000 – 75 100<br />

<strong>Telkom</strong> Management Services (Proprietary) Limited RSA – – R100 – – 100<br />

Intekom (Proprietary) Limited RSA R10,001,000 R10,001,000 R10,001,000 100 100 100<br />

Q-Trunk (Proprietary) Limited RSA R10,001,000 R10,001,000 R10,001,000 100 100 100<br />

<strong>Telkom</strong> International (Proprietary) Limited RSA R100 R100 R100 100 100 100<br />

The aggregate net loss of the nine subsidiaries is<br />

R2,168 million (2008: R186 million) and profit of<br />

(2007: R564 million)<br />

Disposal group<br />

<strong>Telkom</strong> Media (Proprietary) Limited RSA R100 R100 R100 100 100 100<br />

Swiftnet (Proprietary) Limited RSA R25,000,000 R5,000,000 R5,000,000 100 100 100<br />

Vodacom has an interest in the following companies<br />

(Group share: 50% of the interest in ordinary share<br />

capital as indicated):<br />

Cellular network operators<br />

Vodacom (Proprietary) Limited (C) RSA R100 R100 R100 100 100 100<br />

Vodacom Lesotho (Proprietary) Limited (C) LES M4,180 M4,180 M4,180 88.3 88.3 88.3<br />

Vodacom Tanzania Limited (C) TZN TZS10,000 TZS10,000 TZS10,000 65 65 65<br />

VM, S.A.R.L. (C) MZ US$60,000,000 US$60,000,000 US$60,000,000 98 90 90<br />

Vodacom Congo (RDC) s.p.r.l. (C) DRC US$1,000,000 US$1,000,000 US$1,000,000 51 51 51<br />

Service providers<br />

Vodacom Service Provider Company (Proprietary) Limited (C) RSA R20 R20 R20 100 100 100<br />

Smartphone SP (Proprietary) Limited (C)* RSA R20,000 R20,000 R20,000 70 100 100<br />

Smartcom (Proprietary) Limited (C)* RSA R1,000 R1,000 R1,000 61.7 100 100<br />

Cointel VAS (Proprietary) Limited (C)* RSA R10,204 R10,204 R10,204 70 100 100<br />

Other significant subsidiaries of the Group’s Joint Venture<br />

Vodacom Service Provider Holdings Company (Proprietary)<br />

Limited (MSC)* RSA R1,020 R1,023 R1,023 100 100 100<br />

Vodacom Satellite Services (Proprietary) Limited (OTH)* RSA R100 R100 R100 100 100 100<br />

GSM Cellular (Proprietary) Limited (OTH)* RSA R1,200 R1,200 R1,200 100 100 100<br />

Vodacom Venture No.1 (Proprietary) Limited (OTH)* RSA R810 R810 R810 100 100 100<br />

Vodacom Equipment Company (Proprietary) Limited (OTH)* RSA R100 R100 R100 100 100 100<br />

Vodacare (Proprietary) Limited* (OTH) RSA R100 R100 R100 100 100 100


43. INTEREST IN MATERIAL SUBSIDI<strong>AR</strong>IES (continued)<br />

<strong>Telkom</strong> Annual Report 2009 241<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

Interest in issued<br />

Issued share capital ordinary share capital<br />

Country of 2007 2008 2009 2007 2008 2009<br />

incorporation % % %<br />

Vodacom International Holdings (Proprietary) Limited (MSC) RSA R100 R100 R100 100 100 100<br />

Vodacom International Limited (MSC) MAU US$100 US$100 US$100 100 100 100<br />

Vodacom Properties No.1 (Proprietary) Limited (PROP) RSA R100 R100 R100 100 100 100<br />

Vodacom Properties No.2 (Proprietary) Limited (PROP) RSA R1,000 R1,000 R1,000 100 100 100<br />

Stand 13 Eastwood Road Dunkeld West (Proprietary)<br />

Limited (PROP) RSA R100 – – 70 – –<br />

Ithuba Smartcall (Proprietary) Limited (OTH) RSA R100 – – 36.4 – –<br />

Smartcall Smartlife (Proprietary) Limited (OTH) RSA R100 – – 63 – –<br />

Vodacom Tanzania Limited (Zanzibar) (OTH)* TZN TZS10,000 TZS10,000 TZS10,000 99 99 99<br />

Joycell Shops (Proprietary) Limited (OTH)* RSA R100 R100 R100 100 100 100<br />

Marble Gold Investments (Proprietary) Limited (OTH) * RSA R100 R100 R100 100 100 100<br />

Vodacom Ventures (Proprietary) Limited (OTH) RSA R120 R120 R120 100 100 100<br />

Skyprops 134 (Proprietary) Limited (PROP) RSA R100 R100 R100 100 100 100<br />

Storage Technology Services (Proprietary) Limited RSA – – R136 – – 51<br />

Gateway Telecommunications Plc UK – – £49,567,569 – – 100<br />

Gateway Communications Africa (UK) Limited UK – – £1 – – 100<br />

Gateway Communications SA BLG – – e62,000 – – 100<br />

Gateway Telecoms Integrated Services Limited NIG – – NGN1,250,000 – – 100<br />

GS Telecom Limited GUE – – US$193 – – 100<br />

Indebtedness of <strong>Telkom</strong> subsidiary companies Rm Rm Rm<br />

Intekom (Proprietary) Limited RSA – – – – – (23)<br />

Q-Trunk (Proprietary) Limited RSA – – – 30 26 22<br />

Rossal No 65 (Proprietary) Limited RSA – – – – 30 (342)<br />

Acajou Investments (Proprietary) Limited RSA – – – – – 285<br />

Africa Online Limited MAU – – – – 74 236<br />

Multi-Links Telecommunications Limited NIG – – – – 841 5,225<br />

<strong>Telkom</strong> International (Proprietary) Limited<br />

Disposal group<br />

RSA – – – – 1,985 1,985<br />

Swiftnet (Proprietary) Limited RSA – – – – – 10<br />

<strong>Telkom</strong> Media (Proprietary) Limited RSA – – – – 326 470


242<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

44. SIGNIFICANT EVENTS<br />

<strong>Telkom</strong> Renaissance<br />

On November 14, 2008, <strong>Telkom</strong>’s Board of directors approved the new organisation structure which is designed to fit <strong>Telkom</strong>’s defend<br />

and growth strategy. The new structure is effective April 1, 2009 and is being managed through a project called <strong>Telkom</strong> Renaissance.<br />

The Group has been restructured into three operating Business Units namely <strong>Telkom</strong> South Africa, <strong>Telkom</strong> International and <strong>Telkom</strong> Data<br />

Centre Operations. The <strong>Telkom</strong> Renaissance initiative will occur over the next 24 months to ensure that all the necessary remodelling,<br />

reorganising, revitalising and re-engineering happens in order to make the new structure function optimally.<br />

This initiative is a complete transformation of the way <strong>Telkom</strong> focuses on servicing its customers and creating value for its stakeholders. It is<br />

a positive, purposeful change towards a more accountable and competitive company. This change is a necessary part of <strong>Telkom</strong>’s strategy<br />

to maintain and grow market share in South Africa whilst building a strong footprint on the African continent.<br />

Capability Management<br />

<strong>Telkom</strong> will seek to manage costs and address service delivery constraints by realigning its structure and resources to better match its<br />

transforming information, communications and technology business.<br />

The transformation of the communications industry and increasing market and competitive pressure has put communication companies such<br />

as <strong>Telkom</strong> under increasing revenue and expense constraints while being required to improve customer service. As a result Capability<br />

Management is designed to ensure that the capabilities needed to succeed in a converged communications market are established through<br />

the optimal utilisation of external as well as internal capabilities, extracting efficiencies, where possible, through scale of a rapidly maturing<br />

retail and wholesale market and better organised functional areas in a more deregulated and liberalised communications market.<br />

Capability Management includes the internal consolidation of certain functional areas and the optimisation of strategic supplier and service<br />

provider relationships improving performance in other functional areas.<br />

Capability Management will be concerned with assisting in addressing the margin and service delivery pressures by reassessing the<br />

operational service delivery methodology currently deployed with a view of increasing flexibility, reducing expense while improving service<br />

delivery across the <strong>Telkom</strong> Group.<br />

Given the challenges <strong>Telkom</strong> faces in rolling out broadband, converged and data services, maintaining our legacy network and expanding<br />

our operations across the African continent, employees’ skills and performance must be aligned with our strategy to ensure financial,<br />

operational and transformational targets, customer expectations and shareholder expectations are met.<br />

The immediate objective therefore is to remodel service delivery. This is one of the strategic initiatives under Project Renaissance and will<br />

focus on the following:<br />

• Identify and assess existing capabilities;<br />

• Establish a <strong>Telkom</strong> Group Capability Inventory;<br />

• Determine future capability requirements;<br />

• Identify and develop a set of optimal service delivery options for achieving current and future strategic objectives; and<br />

• Enable <strong>Telkom</strong> South Africa, <strong>Telkom</strong> International and <strong>Telkom</strong> Data Centre Operations to:<br />

– Improve resource efficiency;<br />

– Improve capital productivity; and<br />

– Improve service delivery.<br />

A memorandum of understanding was entered into between <strong>Telkom</strong> and organised labour which included issues such as the deferment of<br />

the Managed Services Partner outsourcing project implementation post April 2009 and the establishment of a Restructuring Forum where<br />

all restructuring initiatives will be debated between the parties concerned.<br />

<strong>Telkom</strong> Management Services (Proprietary) Limited (TMS)<br />

TMS was registered as a company during August 2008. <strong>Telkom</strong>’s Board approved the establishment of TMS as a part of <strong>Telkom</strong>’s strategic<br />

plan to grow revenue and expand geographic reach.<br />

Appointment of director<br />

On November 10, 2008 <strong>Telkom</strong> announced the appointment of Mr Peter Nelson as Chief Financial Officer and director in <strong>Telkom</strong> with<br />

effect from December 8, 2008.


<strong>Telkom</strong> Annual Report 2009 243<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

45. SUBSEQUENT EVENTS<br />

Dividends<br />

The <strong>Telkom</strong> Board declared an ordinary dividend of 115 cents (2008: 660 cents, 2007: 600 cents) per share and a special dividend<br />

of 260 cents (2008: Nil cents, 2007: 500 cents) per share on June 19, 2009, payable on July 20, 2009 to shareholders registered on<br />

July 17, 2009.<br />

Acquisition of MWEB Africa Limited and majority equity stake in MWEB Namibia (Proprietary) Limited<br />

On November 10, 2008, <strong>Telkom</strong> International (Proprietary) Limited, a wholly owned subsidiary of <strong>Telkom</strong>, announced it has entered into<br />

agreements to acquire 100% of MWEB Africa Limited ("MWEB Africa") and 75% of MWEB Namibia (Proprietary) Limited<br />

(“MWEB Namibia”). The purchase price for the MWEB Africa Group including AFSAT and MWEB Namibia is US$55 million<br />

(approximately R498 million) with a deferred payment of US$14.18 million due when the profits of MWEB Group for the year ended<br />

March 31, 2009 are finalised. These shareholdings will be acquired from Multichoice Africa Limited and MIH Holdings Limited<br />

respectively, which are members of the Naspers Limited Group.<br />

MWEB Africa is an internet services provider in sub-Saharan Africa (excluding South Africa) which also provides network access services<br />

in some countries and is headquartered in Mauritius with operations in Namibia, Nigeria, Kenya, Tanzania, Uganda and Zimbabwe, an<br />

agency arrangement in Botswana and distributors in 26 sub-Saharan African countries.<br />

The acquisition of MWEB is part of the Group’s strategy of growing its broadband and solidifying its market position through acquisitions.<br />

Based on an independent valuation, the MWEB Africa Group does not have any significant contingent liabilities at acquisition date.<br />

The only possible contingent liability, the AFSAT bonus scheme, is reasonably quantified and included in the balance sheet of MWEB Africa<br />

Group at March 31, 2009.<br />

The purchase price of US$69.168 million was determined as follows:<br />

• Namibian cash-generating unit for US$1.5 million;<br />

• Mauritian cash-generating unit for US$53.5 million; and<br />

• US$14.18 million deferred until the profits of the MWEB Group for the year ended March 31, 2009 are finalised.<br />

The successful conclusion of the agreements being entered into is subject to conditions precedent, including regulatory approvals being<br />

obtained in certain African jurisdictions.<br />

Subsequent to year end, on April 21, 2009, the conditions precedent to the sale were fulfilled.<br />

The acquisition will have the following effect on the Group’s assets and liabilities on acquisition:<br />

Carrying amounts Fair values<br />

Rm Rm<br />

Fixed assets 43 43<br />

Intangible assets 138 209<br />

Deferred taxation asset 2 2<br />

Cash and cash equivalents 75 75<br />

Trade and other receivables 26 26<br />

Inventory 16 16<br />

Deferred taxation liability (18) (19)<br />

Taxation (4) (4)<br />

Trade and other payables (69) (69)<br />

Fair value of net assets acquired 209 279<br />

Minority interests (2) (2)<br />

Net asset value 207 277<br />

Goodwill on acquisition – 352<br />

Purchase price* – 629<br />

Capitalised transaction costs – 3<br />

Total cash consideration – 632<br />

* Of the R629 million purchase price, R498 million has been settled. The outstanding amount of US$14.18 million (approximately R105 million) is deferred<br />

payment.


244<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

45. SUBSEQUENT EVENTS (continued)<br />

The goodwill from the acquisition is partially attributable to the following:<br />

• Certain licences that could not be valued separately from the MWEB Group as no secondary licensing market exists, but contribute<br />

significantly to goodwill as the MWEB business’s would cease to exist without the licence rights.<br />

• The skills and technical talent of the acquired business’s workforce, and the synergies expected to be achieved from integrating the<br />

acquiree into the Group’s existing internet service provision.<br />

• The goodwill is also attributable to the MWEB Group’s position as Africa’s largest satellite-based internet service provider in Sub-Saharan<br />

Africa.<br />

There was RNil revenue in the consolidated annual financial statements.<br />

AT&T strategic agreement<br />

On April 16, 2009, <strong>Telkom</strong> and AT&T, the global communications leader, entered into a strategic agreement which aims to extend AT&T’s<br />

global networking reach to sub-Saharan Africa and boost <strong>Telkom</strong>’s strategy to grow a strong ICT footprint on the African continent. The<br />

agreement will allow both companies to explore ways to provide global seamless communication and technology solutions and services<br />

to multinational customers, either based in or seeking to extend their operations in sub-Saharan Africa.<br />

Under the terms of the memorandum of understanding, the two companies will begin work towards definitive agreements that would:<br />

• directly connect the <strong>Telkom</strong> regional network and the AT&T global network;<br />

• deliver a wider geographic footprint of telecommunication services, in both sub-Saharan Africa and other global points;<br />

• enhance mobile service capabilities for corporate customers in sub-Saharan Africa;<br />

• extend global VPN (Virtual Private Network) services to support the state of art network requirements of customers either headquartered<br />

in or seeking to expand sites in sub-Saharan Africa;<br />

• explore other potential opportunities in areas such as Telepresence, hosting and professional services; and<br />

• expand the existing global wholesale voice services relationship between <strong>Telkom</strong> Group and AT&T.<br />

<strong>Telkom</strong> Media (Proprietary) Limited (<strong>Telkom</strong> Media)<br />

On August 31, 2006 <strong>Telkom</strong> created a new subsidiary, <strong>Telkom</strong> Media (Proprietary) Limited, with a black economic empowerment (’BEE’)<br />

shareholding. ICASA awarded <strong>Telkom</strong> Media a commercial satellite and cable subscription broadcast licence on September 12, 2007.<br />

On March 31, 2008, the <strong>Telkom</strong> Board took a decision to substantially reduce its investment in <strong>Telkom</strong> Media and as such <strong>Telkom</strong> Media<br />

reduced its operational expenses and commitments to a minimum. <strong>Telkom</strong> Media did not meet the held for sale criteria at year end as<br />

management were unable to sell the disposal group for its expected price and therefore decided to abandon it.<br />

Subsequent to year end <strong>Telkom</strong> was approached by potential buyers of <strong>Telkom</strong>’s interest in <strong>Telkom</strong> Media and negotiations with the potential<br />

buyer were concluded. On May 4, 2009, <strong>Telkom</strong> sold its 75% interest in <strong>Telkom</strong> Media to Shenzhen Media South Africa (Proprietary)<br />

Limited for a nominal amount.<br />

Disposal and unbundling of stake in Vodacom<br />

In 2008 <strong>Telkom</strong> announced a decision to dispose of its entire shareholding in Vodacom through selling 15% of its shareholding to<br />

Vodafone, a wholly owned subsidiary of Vodafone Group plc, and unbundling its remaining 35% shareholding to its shareholders pursuant<br />

to a listing of Vodacom on the main board of JSE Limited.<br />

On May 18, 2009 Vodacom was successfully listed on the main board of JSE Limited and a special divided of R19 was distributed to all<br />

<strong>Telkom</strong> shareholders. <strong>Telkom</strong> successfully completed the unbundling of Vodacom shares to its shareholders on May 25, 2009.


45. SUBSEQUENT EVENTS (continued)<br />

Bookbuilding of Vodacom Group (Proprietary) Limited shares<br />

<strong>Telkom</strong> Annual Report 2009 245<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

On June 2, 2009 <strong>Telkom</strong> announced the successful completion of the accelerated bookbuilding of Vodacom shares, raising R1,540 million<br />

for "ineligible shareholders". The directors of <strong>Telkom</strong>, in consultation with Vodafone, determined that <strong>Telkom</strong> shareholders in the United States<br />

of America would be regarded as "ineligible shareholders" for the unbundling of Vodacom shares to shareholders of <strong>Telkom</strong>, which was<br />

completed on May 25, 2009, and would therefore not receive Vodacom shares in such distributions.<br />

The proceeds from the offering, net of applicable fees, expenses, taxes and charges, will be distributed to the "ineligible shareholders" in<br />

proportion to their entitlement to Vodacom shares.<br />

New York Stock Exchange listing<br />

Given the current global economic climate and the absolute necessity for <strong>Telkom</strong> to reduce its cost profile, the Board has decided to delist<br />

from the New York Stock Exchange. Maintaining a listing in the United States of America is expensive and takes considerable management<br />

time. The methodology employed and discipline gained from Sarbanes-Oxley reporting requirements will be retained to ensure strict<br />

governance compliance and transparent financial reporting.<br />

<strong>Telkom</strong> is comfortable that the Johannesburg Stock Exchange provides sufficient access to capital for both South African and global<br />

investors. <strong>Telkom</strong> intends to maintain a level 1 American Depository Receipt programme to facilitate over-the-counter- trading in the United<br />

States of America.<br />

<strong>Telkom</strong> Communications International (Proprietary) Limited<br />

The Abacus Financial Services (Mauritius) Limited issued a notice under section 265 (5) of the Companies Act 1984 that <strong>Telkom</strong><br />

Communications International (Proprietary) Limited has been dissolved with effect from May 12, 2009.<br />

Other matters<br />

The directors are not aware of any other matter or circumstance since the financial year ended March 31, 2009 and the date of this<br />

report, or otherwise dealt with in the financial statements, which significantly affects the financial position of the Group and the results of<br />

its operations.<br />

46. ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED<br />

The Group has not early adopted the following standards, interpretations and amendments that have been issued and are not yet effective:<br />

IFRS1 First-time Adoption of International Financial Reporting Standards: Cost of an Investment in a Subsidiary, Jointly Controlled Entity<br />

or Associate (amended)<br />

This amendment is effective for annual periods beginning on or after January 1, 2009. This standard is amended to allow an entity, in its<br />

separate financial statements, to determine the cost of investments in subsidiaries, jointly controlled entities or associates (in its opening IFRS<br />

financial statements) as one of the following amounts:<br />

• Cost determined in accordance with IAS27<br />

• At the fair value of the investment at the date of the transition to IFRS, determined in accordance with IAS39 Financial Instruments:<br />

Recognition and Measurement<br />

• The previous GAAP carrying amount of the investment at the date of transition to IFRS<br />

This determination is made for each investment, rather than being a policy decision.<br />

The amendment does not have an impact on the annual financial statements.


246<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

46. ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED (continued)<br />

IFRS2 Share-Based Payment: Vesting Conditions and Cancellations (amended)<br />

This amendment is effective for annual periods beginning on or after January 1, 2009. The amendments to IFRS2 Share-Based Payment<br />

clarifies the definition of vesting conditions and the accounting treatment of cancellations by the counterparty to a share-based arrangement.<br />

The amendment will not have a material impact on the consolidated financial statements.<br />

IFRS2 Share-Based Payment: Group Cash-Settled Share-Based Payment Arrangements (amended)<br />

This amendment is effective for annual periods beginning on or after January 1, 2010. The amendment clarifies how an individual<br />

subsidiary in a group should account for some share-based payment arrangements in its own financial statements. The amendment will not<br />

have a material impact on the Company’s/Group’s financial statements.<br />

IFRS3 Business Combinations (revised)<br />

The revisions are effective for annual periods beginning on or after 1 July 2009 .The revised standard still applies the acquisition method<br />

of accounting for business combinations, with some significant changes. For example, all payments to purchase a business are to be<br />

recorded at fair value at the acquisition date, with contingent payments classified as debt subsequently re-measured through the income<br />

statement. There is a choice on an acquisition-by-acquisition basis to measure the non-controlling interest in the acquiree either at fair<br />

value or at the non-controlling interest’s proportionate share of the acquiree’s net assets. All acquisition-related costs should be expensed.<br />

The impact of the revised standard is being evaluated.<br />

IFRS7 Financial Instruments: Disclosures (amended)<br />

The interpretation is applicable for annual periods beginning on or after January 1, 2009. The amendment requires enhanced disclosures<br />

about fair value measurements and liquidity risk. The impact of the amendment is being evaluated.<br />

IFRS8 Operating Segments<br />

This standard is effective for annual periods beginning on or after January 1, 2009. The standard requires operating segments to be<br />

identified on the basis of internal reports about components of the entity that are regularly reviewed by the chief operating decision maker<br />

in order to allocate resources to the segment and to assess its performance. The impact of this standard is currently being evaluated.<br />

IFRIC9 Reassessment of Embedded Derivatives (amended)<br />

The amendment is effective for annual periods ending on or after June 30, 2009. The amendment clarifies that on reclassification of a<br />

financial asset out of the ’fair value through profit or loss’ category, all embedded derivatives have to be assessed and, if necessary,<br />

separately accounted for in financial statements. The amendment will not have an impact on the consolidated financial statements as the<br />

Group does not have material embedded derivatives.<br />

IFRIC13 Customer Loyalty Programmes<br />

The interpretation is effective for annual periods beginning on or after July 1, 2008. The interpretation requires loyalty award credits granted<br />

to customers in connection with a sales transaction to be accounted for as a separate component of the sales transaction. The consideration<br />

received in the sales transaction would, therefore, be allocated between the loyalty award credits and the other components of the sale.<br />

The interpretation is not relevant to the Group’s operations because none of the Group entities operate any loyalty programmes.<br />

Where the cost of fulfilling the awards is expected to exceed the consideration received, the Group will have to recognise an onerous<br />

contract liability. The impact of this interpretation is being evaluated.<br />

IFRIC15 Agreements for the Construction of Real Estate<br />

The interpretation is effective for annual periods beginning on or after January 1, 2009. The aim of this interpretation is to determine<br />

whether an agreement for the construction of real estate is within the scope of IAS11 Construction Contracts or IAS18 Revenue.<br />

This interpretation is not relevant to the Group’s operations as the Group does not construct real estates.


46. ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED (continued)<br />

IFRIC16 Hedges of a Net Investment in a Foreign Operation<br />

<strong>Telkom</strong> Annual Report 2009 247<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

The interpretation is effective for annual periods beginning on or after October 1, 2008. The interpretation provides guidance in respect<br />

of hedges of foreign currency gains and losses on a net investment in a foreign operation. This includes the fact that net investment hedging<br />

relates to differences in functional currency and not presentation currency, and hedging instruments may be held anywhere in the Group.<br />

The interpretation will not have an impact on the consolidated annual financial statements.<br />

IFRIC17 Distributions of Non-Cash Assets to Owners<br />

The interpretation is effective for annual periods beginning on or after July 1, 2009. The interpretation provides guidance on how an entity<br />

should account for non-cash distributions to its owners and/or distributions that give owners a choice of receiving either non-cash assets or<br />

a cash alternative. The impact of this interpretation is being evaluated.<br />

IFRIC18 Transfer of Assets from Customers<br />

The interpretation is effective for annual periods beginning on or after July 1, 2009. The interpretation clarifies the requirements of IFRSs<br />

for agreements in which an entity receives from a customer an item of property, plant and equipment (’PPE’) that the entity must then use<br />

either to connect the customer to a network or to provide the customer with ongoing access to a supply of goods or services. The<br />

interpretation also provides guidance where an entity receives cash from a customer that must be used only to acquire or construct an item<br />

of PPE in order to connect the customer to a network or provide the customer with ongoing access to a supply of goods or services. The<br />

impact of this interpretation is currently being evaluated.<br />

IAS1 Presentation of Financial Statements (revised)<br />

The revised standard is effective for annual periods beginning on or after January 1, 2009.<br />

IAS1R introduces a statement of comprehensive income with two optional formats and refers to the balance sheet and cash flow statement<br />

by different names: the ’statement of financial position’ and ’statement of cash flows’, respectively. The revision to the standard will result in<br />

changes in the way the consolidated annual financial statements are presented.<br />

IAS7 Cash Flow Statement: Consequential Amendments Arising from Amendments to IAS16<br />

The amendment is effective for annual periods beginning on or after January 1, 2009. IAS7 as amended requires cash receipts and<br />

payments relating to purchase, rental and sale of property, plant and equipment held for rental to be treated as cash flows from operating<br />

activities. The impact of this amendment is being evaluated.<br />

IAS23 Borrowing Costs (revised)<br />

The revised standard applies to borrowing costs relating to qualifying assets for which the commencement date for capitalisation is on or<br />

after January 1, 2009. The revised standard requires all borrowing costs that are directly attributable to the acquisition, construction or<br />

production of qualifying assets to be capitalised. The Group does not expect the adoption of the standard to have a material impact.<br />

IAS27 Consolidated and Separate Financial Statements (revised)<br />

The revisions are effective for annual periods beginning on or after July 1, 2009. The revised standard requires the effects of all transactions<br />

with non-controlling interests to be recorded in equity if there is no change in control and these transactions will no longer result in goodwill<br />

or gains and losses. The standard also specifies the accounting when control is lost. Any remaining interest in the entity is re-measured to<br />

fair value, and a gain or loss is recognised in profit or loss. The impact of the revised standard is being evaluated.<br />

IAS27 Consolidated and Separate Financial Statements – Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate<br />

(amended)<br />

The amended standard is effective for annual periods beginning on or after January 1, 2009. The amended standard is for the following<br />

changes in respect of the holding company’s separate financial statements:<br />

• The deletion of the ’cost method’. Making the distinction between pre- and post- acquisition profits is no longer required. All dividends<br />

will be recognised in profit or loss. However, the payment of such dividends requires the entity to consider whether there is an indicator<br />

of impairment; and<br />

• In cases of reorganisations where a new parent is inserted above an existing parent of the group (subject to meeting specific<br />

requirements), the cost of the subsidiary is the previous carrying amount of its share of equity items in the subsidiary rather than its fair<br />

value. The impact of this amended standard is currently being evaluated.


248<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

46. ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED (continued)<br />

Amendment to IAS32 Financial Instruments Presentation and IAS1 Presentation of Financial Statements, Puttable Financial Instruments<br />

The amendment is effective for periods beginning January 1, 2009. The amendments classify puttable financial instruments, or components<br />

of instruments, that impose on the entity an obligation to deliver to another party a pro-rata share of the net assets of the entity only on<br />

liquidation, as equity, provided they have particular features and meet specific conditions. The impact of this amendment is being<br />

evaluated.<br />

IAS39 Financial Instruments: Recognition and Measurement (amended)<br />

The amendment is effective for annual periods ending on or after June 30, 2009. The amendment clarifies that on reclassification of a<br />

financial asset out of the ’fair value through profit or loss’ category, all embedded derivatives have to be assessed and, if necessary,<br />

separately accounted for in financial statements. The amendment will not have an impact on the financial statements as <strong>Telkom</strong> does not<br />

have material embedded derivatives.<br />

IAS39 Financial Instruments: Recognition and Measurement – Eligible Hedged Items (amended)<br />

The amendment to the standard is effective for annual periods beginning on or after July 1, 2009. The amendment clarifies that an entity<br />

is permitted to designate a portion of the fair value changes or cash flow variability of a financial instrument as a hedged item. The<br />

amendment will not have an impact on the financial statements as <strong>Telkom</strong> does not apply hedge accounting.<br />

Changes as a result of the annual improvements project<br />

A number of standards were amended as a result of the annual improvements project of the IASB in May 2008 effective for annual periods<br />

beginning on or after January 1, 2009, with the exception of IFRS5 which is effective for annual periods beginning on or after July 1,<br />

2009. These standards were as follows:<br />

IFRS5 Non-Current Assets Held for Sale and Discontinued Operations<br />

IAS1 Presentation of Financial Statements – Non-Current/Current Classification of Derivatives<br />

IAS16 Property, Plant and Equipment<br />

IAS19 Employee Benefits<br />

IAS20 Government Grants<br />

IAS23 Borrowing Costs – Components of Borrowing Costs<br />

IAS27 Consolidated and Separate Financial Statements<br />

IAS28 Investments in Associates<br />

IAS29 Financial Reporting in Hyperinflationary Economies<br />

IAS31 Interests in Joint Ventures<br />

IAS36 Impairment of Assets<br />

IAS38 Intangible Assets<br />

IAS39 Financial Instruments: Recognition and Measurement<br />

IAS40 Investment Property<br />

IAS41 Agriculture<br />

The Group will adopt the changes to these standards during the 2010 financial year with the exception of IFRS5, which will be adopted<br />

during the 2011 financial year. The Group is currently evaluating the effects of the improvements.


fixed<br />

Company financial statements<br />

Company income statement 250<br />

Company balance sheet 251<br />

Company statement of changes in equity 252<br />

Company cash flow statement 253<br />

Notes to the Company annual financial statements 254<br />

business shows<br />

resilience<br />

Company<br />

Financial<br />

Information<br />

6


250<br />

<strong>Telkom</strong> Annual Report 2009<br />

Company income statement<br />

for the three years ended March 31, 2009<br />

2007 2008 2009<br />

Notes Rm Rm Rm<br />

Total revenue 3.1 35,818 36,641 37,058<br />

Operating revenue 3.2 32,340 32,571 33,659<br />

Other income 4 655 498 524<br />

Operating expenses 24,089 24,953 29,837<br />

Employee expenses 5.1 7,077 7,386 7,990<br />

Payments to other operators 5.2 6,461 6,902 7,536<br />

Selling, general and administrative expenses 5.3 3,970 3,904 6,580<br />

Service fees 5.4 2,236 2,410 2,760<br />

Operating leases 5.5 762 619 613<br />

Depreciation, amortisation, impairment and write-offs 5.6 3,583 3,732 4,358<br />

Operating profit 8,906 8,116 4,346<br />

Investment income 6 3,202 3,739 2,907<br />

Finance charges and fair value movements 7 1,027 1,289 1,460<br />

Interest 1,142 1,499 1,655<br />

Foreign exchange and fair value movement gain (115) (210) (195)<br />

Profit before taxation 11,081 10,566 5,793<br />

Taxation 8 2,690 2,599 516<br />

Profit for the year 8,391 7,967 5,277


Company balance sheet<br />

at March 31, 2009<br />

ASSETS<br />

<strong>Telkom</strong> Annual Report 2009 251<br />

2007 2008 2009<br />

Notes Rm Rm Rm<br />

Non-current assets 37,533 43,360 50,796<br />

Property, plant and equipment 9 32,614 35,273 37,345<br />

Intangible assets 10 3,502 3,806 3,988<br />

Investments 11 887 3,883 7,693<br />

Finance lease receivables 13 136 160 166<br />

Deferred taxation 14 340 183 1,549<br />

Deferred expenses 25 54 55 55<br />

Current assets 7,754 8,763 10,090<br />

Inventories 15 839 873 1,331<br />

Income tax receivable 31 519 – 91<br />

Current portion of finance lease receivables 13 71 105 109<br />

Trade and other receivables 17 5,920 6,859 6,420<br />

Other financial assets 18 229 443 1,198<br />

Cash and cash equivalents 19 176 483 941<br />

Assets held for sale and discontinued operations 16 – – 34<br />

Total assets 45,287 52,123 60,920<br />

EQUITY AND LIABILITIES<br />

Capital and reserves 25,714 26,693 29,086<br />

Share capital 20 5,329 5,208 5,208<br />

Treasury share reserve 21 (1,778) (1,642) (1,521)<br />

Share-based compensation reserve 22 257 643 1,076<br />

Retained earnings 21,906 22,484 24,323<br />

Non-current liabilities 6,580 11,181 14,766<br />

Interest-bearing debt 23 3,308 7,336 10,193<br />

Provisions 24 1,203 1,445 1,830<br />

Deferred revenue 26 739 870 996<br />

Deferred taxation 14 1,330 1,530 1,747<br />

Current liabilities 12,993 14,249 17,068<br />

Trade and other payables 27 4,333 4,923 5,424<br />

Shareholders for dividend 32 15 20 23<br />

Current portion of interest-bearing debt 23 5,775 6,026 7,511<br />

Current portion of provisions 24 1,706 1,640 1,953<br />

Current portion of deferred revenue 26 1,107 1,424 1,826<br />

Income tax payable 31 – 7 –<br />

Other financial liabilities 18 57 168 225<br />

Credit facilities utilised 19 – 41 106<br />

Total liabilities 19,573 25,430 31,834<br />

Total equity and liabilities 45,287 52,123 60,920


252<br />

<strong>Telkom</strong> Annual Report 2009<br />

Company statement of changes in equity<br />

for the three years ended March 31, 2009<br />

Treasury Share-based<br />

Share Share share compensation Retained<br />

capital premium reserve reserve earnings Total<br />

Rm Rm Rm Rm Rm Rm<br />

Balance at April 1, 2006 5,449 1,342 (1,786) 151 18,534 23,690<br />

Total income and expense for the year – – – – 8,391 8,391<br />

Dividend declared (refer to note 32) – – – – (4,885) (4,885)<br />

Payment made for treasury shares – – (27) – – (27)<br />

Increase in share-based compensation<br />

reserve (refer to note 22)<br />

Shares vested and re-issued (refer to<br />

– – – 141 – 141<br />

note 22)<br />

Shares bought back and cancelled<br />

– – 35 (35) – –<br />

(refer to note 20) (120) (1,342) – – (134) (1,596)<br />

Balance at March 31, 2007 5,329 – (1,778) 257 21,906 25,714<br />

Total income and expense for the year – – – – 7,967 7,967<br />

Dividend declared (refer to note 32)<br />

Increase in share-based compensation<br />

– – – – (5,863) (5,863)<br />

reserve (refer to note 22)<br />

Shares vested and re-issued (refer to<br />

– – – 522 – 522<br />

note 22)<br />

Shares bought back and cancelled<br />

– – 136 (136) – –<br />

(refer to note 20) (121) – – – (1,526) (1,647)<br />

Balance at March 31, 2008 5,208 – (1,642) 643 22,484 26,693<br />

Total income and expense for the year – – – – 5,277 5,277<br />

Dividend declared (refer to note 32)<br />

Increase in share-based compensation<br />

– – – – (3,438) (3,438)<br />

reserve (refer to note 22)<br />

Shares vested and re-issued (refer to<br />

– – – 554 – 554<br />

note 22) – – 121 (121) – –<br />

Balance at March 31, 2009 5,208 – (1,521) 1,076 24,323 29,086


Company cash flow statement<br />

for the three years ended March 31, 2009<br />

Restated Restated<br />

<strong>Telkom</strong> Annual Report 2009 253<br />

2007 2008 2009<br />

Notes Rm Rm Rm<br />

Cash flows from operating activities 6,383 8,172 9,948<br />

Cash receipts from customers 32,109 32,375 34,239<br />

Cash paid to suppliers and employees (19,449) (19,713) (22,212)<br />

Cash generated from operations 28 12,660 12,662 12,027<br />

Interest received 385 390 343<br />

Dividends received 29 2,950 3,536 3,242<br />

Finance charges paid 30 (886) (842) (466)<br />

Taxation paid 31 (3,852) (1,716) (1,764)<br />

Cash generated from operations before dividend paid 11,257 14,030 13,382<br />

Dividend paid 32 (4,874) (5,858) (3,434)<br />

Cash flows from investing activities (6,662) (9,994) (12,129)<br />

Proceeds on disposal of property, plant and equipment and<br />

intangible assets<br />

Additions to property, plant and equipment and intangible<br />

4 164 21<br />

assets (6,598) (6,763) (6,428)<br />

Expansions to property, plant and equipment and intangible<br />

assets<br />

Maintenance to property, plant and equipment and<br />

(2,409) (4,142) (3,344)<br />

intangible assets (3,189) (2,621) (3,084)<br />

Acquisition of subsidiary and minority interest in subsidiary 11 (150) – (1,339)<br />

Loans to subsidiaries – (3,395) (4,383)<br />

Loans repaid by subsidiaries 82 – –<br />

Cash flows from financing activities (2,777) 2,088 2,574<br />

Loans raised 5,624 23,878 18,168<br />

Loans repaid (6,843) (20,204) (14,649)<br />

Shares bought back and cancelled (1,596) (1,647) –<br />

Decrease/(increase) in net financial assets 38 61 (945)<br />

Net (decrease)/increase in cash and cash equivalents (3,056) 266 393<br />

Net cash and cash equivalents at beginning of the year 3,232 176 442<br />

Net cash and cash equivalents at end of the year 19 176 442 835


254<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the annual financial statements<br />

for the three years ended March 31, 2009<br />

1. CORPORATE INFORMATION<br />

<strong>Telkom</strong> SA Limited (the Company) is a company incorporated<br />

and domiciled in the Republic of South Africa (’South Africa’)<br />

whose shares are publicly traded. The Company’s main<br />

objective and main business is to supply telecommunication,<br />

broadcasting, multimedia, technology, information and other<br />

related information technology services to the general public.<br />

The principal activities of the Company’s services and products<br />

include:<br />

• fixed-line subscription and connection services to post-paid,<br />

prepaid and private payphone customers using PSTN (Public<br />

Switched Telephone Network) lines, including ISDN<br />

(Integrated Service Digital Network) lines, and the sale of<br />

subscription based value-added voice services and customer<br />

premises equipment rental and sales;<br />

• fixed-line traffic services to post-paid, prepaid and payphone<br />

customers, including local, long distance, fixed-to-mobile,<br />

international outgoing and international voice-over-internet<br />

protocol traffic services;<br />

• interconnection services, including terminating and transiting<br />

traffic from South African mobile operators, as well as from<br />

international operators and transiting traffic from mobile to<br />

international destinations;<br />

• fixed-line data and internet services, including domestic and<br />

international data transmission services, such as point-to-point<br />

leased lines, ADSL (Asymmetrical Digital Subscriber Line)<br />

services, packet-based services, managed data networking<br />

services and internet access and related information<br />

technology services; and<br />

• W-CDMA (Wideband Code Division Multiple Access), a<br />

3G next generation network, including fixed voice services,<br />

data services and nomadic voice services.<br />

These separate annual financial statements are prepared in<br />

compliance with the South African Companies Act, 1973. In<br />

addition, the Group presents consolidated financial statements<br />

which include all subsidiaries, special purpose entities and joint<br />

ventures, which are included in these financial statements as<br />

investments.<br />

2. SIGNIFICANT ACCOUNTING POLICIES<br />

Basis of preparation<br />

The financial statements comply with the International Financial<br />

Reporting Standards (IFRS) of the International Accounting<br />

Standards Board (IASB) and the Companies Act of South Africa,<br />

1973.<br />

The financial statements are prepared on the historical cost<br />

basis, with the exception of certain financial instruments which<br />

are measured at fair value and share-based payments which are<br />

measured at grant date fair value. Details of the Company’s<br />

significant accounting policies are set out below, and are<br />

consistent with those applied in the previous financial year<br />

except for the following:<br />

• The Company has adopted certain amendments to IAS39<br />

and IFRS7, and adopted IFRIC12 and IFRIC14, which<br />

are applicable for annual periods beginning on or after<br />

January 1, 2008.<br />

The principal effects of these changes are discussed below.<br />

Adoption of amendments to standards and new<br />

interpretations<br />

IAS39 Financial Instruments: Recognition and Measurement<br />

and IFRS7 Financial Instruments: Disclosures –<br />

Reclassification of Financial Assets (amended)<br />

The amendments which are effective on or after July 1, 2008,<br />

permit an entity to reclassify non-derivative financial assets (other<br />

than those designated at fair value through profit or loss by the<br />

entity upon initial recognition) out of the fair value through profit<br />

or loss category in particular circumstances. The amendments<br />

also permit an entity to transfer from the available-for-sale<br />

category to the loans and receivables category a financial asset<br />

that would have met the definition of loans and receivables (if<br />

the financial asset had not been designated as available-forsale),<br />

if the entity has the intention and ability to hold that<br />

financial asset for the foreseeable future. The amendments do<br />

not have an impact on the annual financial statements.<br />

IFRIC12 Service Concession Arrangements<br />

The interpretation which is effective for annual periods<br />

beginning on or after January 1, 2008, sets out general<br />

principles on recognising and measuring the obligations and<br />

related rights in service concession arrangements from an<br />

operator’s perspective. This interpretation does not have an<br />

impact on the annual financial statements.<br />

IFRIC14 The Limit on a Defined Benefit Asset, Minimum<br />

Funding Requirements and their Interaction<br />

The interpretation which is effective for annual periods<br />

beginning on or after January 1, 2008, provides guidance on<br />

assessing the limit in IAS19 on the amount of the surplus that can<br />

be recognised as an asset. It also explains how the pension<br />

asset or liability may be affected by a statutory or contractual<br />

minimum funding requirement. This interpretation does not have<br />

any impact on the annual financial statements, as the Company<br />

is not subject to minimum funding requirements.


Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

2. SIGNIFICANT ACCOUNTING POLICIES (continued)<br />

Significant accounting judgements, estimates and<br />

assumptions<br />

The preparation of financial statements requires the use of<br />

estimates and assumptions that affect the reported amounts of<br />

assets and liabilities and disclosure of contingent assets and<br />

liabilities at the date of the financial statements and the reported<br />

amounts of revenue and expenses during the reporting periods.<br />

Although these estimates and assumptions are based on<br />

management’s best knowledge of current events and actions that<br />

the Company may undertake in the future, actual results may<br />

ultimately differ from those estimates and assumptions.<br />

The presentation of the results of operations, financial position<br />

and cash flows in the financial statements of the Company is<br />

dependent upon and sensitive to the accounting policies,<br />

assumptions and estimates that are used as a basis for the<br />

preparation of these financial statements. Management has<br />

made certain judgements in the process of applying the<br />

Company’s accounting policies. These, together with the key<br />

estimates and assumptions concerning the future, and other key<br />

sources of estimation uncertainty at the balance sheet date, are<br />

as follows:<br />

Revenue recognition<br />

To reflect the substance of each transaction, revenue recognition<br />

criteria are applied to each separately identifiable component<br />

of a transaction. In order to account for multiple-element revenue<br />

arrangements in developing its accounting policies, the<br />

Company considered the guidance contained in the United<br />

States Financial Accounting Standards Board (FASB) Emerging<br />

Issues Task Force No 00-21 Revenue Arrangements with<br />

Multiple Deliverables. Judgement is required to separate those<br />

revenue arrangements that contain the delivery of bundled<br />

products or services into individual units of accounting, each<br />

with its own earnings process, when the delivered item has<br />

stand-alone value and the undelivered item has fair value.<br />

Further judgement is required to determine the relative fair values<br />

of each separate unit of accounting to be allocated to the total<br />

arrangement consideration. Changes in the relative fair values<br />

could affect the allocation of arrangement consideration<br />

between the various revenue streams.<br />

Judgement is also required to determine the expected customer<br />

relationship period. Any changes in these assessments may<br />

have a significant impact on revenue and deferred revenue.<br />

Property, plant and equipment and intangible assets<br />

The useful lives of assets are based on management’s<br />

estimation. Management considers the impact of changes in<br />

technology, customer service requirements, availability of<br />

<strong>Telkom</strong> Annual Report 2009 255<br />

capital funding and required return on assets and equity to<br />

determine the optimum useful life expectation for each of the<br />

individual categories of property, plant, equipment and<br />

intangible assets. Due to the rapid technological advancement<br />

in the telecommunications industry as well as the Company’s<br />

plan to migrate to a next generation network over the next few<br />

years, the estimation of useful lives could differ significantly on<br />

an annual basis due to unexpected changes in the roll-out<br />

strategy. The impact of the change in the expected useful life of<br />

property, plant and equipment is described more fully in note<br />

5.6. The estimation of residual values of assets is also based on<br />

management’s judgement whether the assets will be sold or<br />

used to the end of their useful lives and what their condition will<br />

be like at that time.<br />

For intangible assets that incorporate both a tangible and<br />

intangible portion, management uses judgement to assess which<br />

element is more significant to determine whether it should be<br />

treated as property, plant and equipment or intangible assets.<br />

Asset retirement obligations<br />

Management judgement is exercised when determining whether<br />

an asset retirement obligation exists, and in determining the<br />

present value of expected future cash flows and discount rate<br />

when the obligation to dismantle or restore the site arises, as<br />

well as the estimated useful life of the related asset.<br />

Impairments of property, plant and equipment and<br />

intangible assets<br />

Management is required to make judgements concerning the<br />

cause, timing and amount of impairment as indicated on notes<br />

9 and 10. In the identification of impairment indicators,<br />

management considers the impact of changes in current<br />

competitive conditions, cost of capital, availability of funding,<br />

technological obsolescence, discontinuance of services and<br />

other circumstances that could indicate that an impairment<br />

exists. The Company applies the impairment assessment to its<br />

separate cash-generating units. This requires management to<br />

make significant judgements concerning the existence of<br />

impairment indicators, identification of separate cash-generating<br />

units, remaining useful lives of assets and estimates of projected<br />

cash flows and fair value less costs to sell. Management<br />

judgement is also required when assessing whether a previously<br />

recognised impairment loss should be reversed.


256<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

2. SIGNIFICANT ACCOUNTING POLICIES (continued)<br />

Significant accounting judgements, estimates and<br />

assumptions (continued)<br />

Impairments of property, plant and equipment and<br />

intangible assets (continued)<br />

Where impairment indicators exist, the determination of the<br />

recoverable amount of a cash-generating unit requires<br />

management to make assumptions to determine the fair value<br />

less costs to sell and value in use. Key assumptions on which<br />

management has based its determination of fair value less costs<br />

to sell include the existence of binding sale agreements, and for<br />

the determination of value in use include the weighted average<br />

cost of capital, projected revenues, gross margins, average<br />

revenue per customer, capital expenditure, expected customer<br />

bases and market share. The judgements, assumptions and<br />

methodologies used can have a material impact on the fair<br />

value and ultimately the amount of any impairment.<br />

Impairment of other financial assets<br />

At each balance sheet date management assesses whether<br />

there are indicators of impairment of financial assets, including<br />

equity investments. If such evidence exists, the estimated present<br />

value of the future cash flows of that asset is determined.<br />

Management judgement is required when determining the<br />

expected future cash flows. To determine whether any decline in<br />

fair value of available-for-sale investments is prolonged, reliance<br />

is placed on an assessment by management regarding the<br />

future prospects of the investee. In measuring impairments,<br />

quoted market prices are used, if available, or projected<br />

business plan information from the investee is used for those<br />

financial assets not carried at fair value.<br />

Impairment of receivables<br />

An impairment is recognised on trade receivables that are<br />

assessed to be impaired (refer to notes 12 and 17). The<br />

impairment is based on an assessment of the extent to which<br />

customers have defaulted on payments already due and an<br />

assessment on their ability to make payments based on their<br />

credit worthiness and historical write-offs experience. Should the<br />

assumptions regarding the financial condition of the customer<br />

change, actual write-offs could differ significantly from the<br />

impaired amount.<br />

Leases<br />

The determination of whether an arrangement is, or contains a<br />

lease is based on whether, at the date of inception, the fulfilment<br />

of the arrangement is dependent on the use of a specific asset<br />

or assets or the arrangement conveys a right to use the asset.<br />

Leases in which a significant portion of the risks and rewards of<br />

ownership are retained by the lessor are classified as operating<br />

leases. Payments made under operating leases (net of any<br />

incentives received from the lessor) are charged to the income<br />

statement on a straight-line basis over the period of the lease.<br />

A lease is classified as a finance lease if it transfers substantially<br />

all the risks and rewards incidental to ownership.<br />

Deferred taxation asset<br />

Management judgement is exercised when determining the<br />

probability of future taxable profits which will determine whether<br />

deferred tax assets should be recognised or derecognised. The<br />

realisation of deferred tax assets will depend on whether it is<br />

possible to generate sufficient taxable income, taking into<br />

account any legal restrictions on the length and nature of the<br />

taxation asset. When deciding whether to recognise unutilised<br />

taxation credits, management needs to determine the extent that<br />

the future obligation is likely to be available for set-off. In the<br />

event that the assessment of future payments and future utilisation<br />

changes, the change in the recognised deferred tax asset must<br />

be recognised in profit or loss.<br />

Taxation<br />

The taxation rules and regulations in South Africa within which<br />

the Company operates are highly complex and subject to<br />

interpretation. Additionally, for the foreseeable future,<br />

management expects South African taxation laws to further<br />

develop through changes in South Africa’s existing taxation<br />

structure as well as clarification of the existing taxation laws<br />

through published interpretations and the resolution of actual tax<br />

cases (refer to notes 8 and 14).<br />

Management has made a judgement that all outstanding<br />

taxation credits relating to secondary taxation on companies<br />

(STC) will be available for utilisation before the taxation regime<br />

change, from STC to withholding taxation, is effective.<br />

The Company is regularly subject to evaluation by the South<br />

African taxation authorities of its historical income taxation filings<br />

and in connection with such reviews disputes can arise with the<br />

taxing authorities over the interpretation or application of certain<br />

taxation rules to the business of the Company. These disputes<br />

may not necessarily be resolved in a manner that is favourable<br />

for the Company. Additionally the resolution of the disputes<br />

could result in an obligation for the Company that exceeds<br />

management’s estimate. The Company has historically filed,<br />

and continues to file, all required income taxation returns.<br />

Management believes that the principles applied in determining<br />

the Company’s taxation obligations are consistent with the<br />

principles and interpretations of the South African taxation laws.<br />

Deferred taxation rate<br />

Management makes judgements on the taxation rate applicable<br />

based on the Company’s expectations at balance sheet date on<br />

how the asset is expected to be recovered or the liability is<br />

expected to be settled.


Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

2. SIGNIFICANT ACCOUNTING POLICIES (continued)<br />

Significant accounting judgements, estimates and<br />

assumptions (continued)<br />

Employee benefits<br />

The Company provides defined benefit plans for certain postemployment<br />

benefits. The Company’s net obligation in respect<br />

of defined benefits is calculated separately for each plan by<br />

estimating the amount of future benefits earned in return for<br />

services rendered. The obligation and assets related to each of<br />

the post-retirement benefits are determined through an actuarial<br />

valuation. The actuarial valuation relies heavily on assumptions<br />

as disclosed in note 25. The assumptions determined by<br />

management make use of information obtained from the<br />

Company’s employment agreements with staff and pensioners,<br />

market related returns on similar investments, market related<br />

discount rates and other available information. The assumptions<br />

concerning the expected return on assets and expected change<br />

in liabilities are determined on a uniform basis, considering<br />

long-term historical returns and future estimates of returns and<br />

medical inflation expectations. In the event that further changes<br />

in assumptions are required, the future amounts of postemployment<br />

benefits may be affected materially.<br />

The discount rate reflects the average timing of the estimated<br />

defined benefit payments. The discount rate is based on longterm<br />

South African government bonds with the longest maturity<br />

period as reported by the Bond Exchange of South Africa. The<br />

discount rate is expected to follow the trend of inflation.<br />

The overall expected rate of return on assets is determined<br />

based on the market prices prevailing at that date, applicable<br />

to the period over which the obligation is to be settled.<br />

<strong>Telkom</strong> provides equity compensation to its employees in the<br />

form of the <strong>Telkom</strong> Conditional Share Plan. The related expense<br />

and reserve are determined through an actuarial valuation<br />

which relies heavily on assumptions. The assumptions include<br />

employee turnover percentages and whether specified<br />

performance criteria will be met. Changes to these assumptions<br />

could affect the amount of expense ultimately recognised in the<br />

financial statements. An actuarial valuation relies heavily on the<br />

actual plan experience assumptions as disclosed in note 25.<br />

Provisions and contingent liabilities<br />

Management judgement is required when recognising and<br />

measuring provisions and when measuring contingent liabilities<br />

as set out in notes 24 and 35 respectively. The probability that<br />

an outflow of economic resources will be required to settle the<br />

obligation must be assessed and a reliable estimate must be<br />

made of the amount of the obligation. Provisions are discounted<br />

where the effect of discounting is material based on<br />

management’s judgement. The discount rate used is the rate that<br />

reflects current market assessments of the time value of money<br />

<strong>Telkom</strong> Annual Report 2009 257<br />

and, where appropriate, the risks specific to the liability, all of<br />

which requires management judgement. The Company is<br />

required to recognise provisions for claims arising from litigation<br />

when the occurrence of the claim is probable and the amount<br />

of the loss can be reasonably estimated. Liabilities provided for<br />

legal matters require judgements regarding projected outcomes<br />

and ranges of losses based on historical experience and<br />

recommendations of legal counsel. Litigation is however<br />

unpredictable and actual costs incurred could differ materially<br />

from those estimated at the balance sheet date.<br />

Held-to-maturity financial assets<br />

Management has reviewed the Company’s held-to-maturity<br />

financial assets in the light of its capital management and<br />

liquidity requirements and has confirmed the Company’s positive<br />

intention and ability to hold those assets to maturity.<br />

Summary of significant accounting policies<br />

Operating revenue<br />

The Company provides fixed-line and data communication<br />

services and communication-related products. The Company<br />

provides such services to business, residential and payphone<br />

customers. Revenue represents the fair value of fixed or<br />

determinable consideration that has been received or is receivable.<br />

Revenue for services is measured at amounts invoiced to<br />

customers and excludes Value Added Tax.<br />

Revenue is recognised when there is evidence of an arrangement,<br />

collectability is probable, and the delivery of the product or<br />

service has occurred. In certain circumstances, revenue is split into<br />

separately identifiable components and recognised when the<br />

related components are delivered in order to reflect the substance<br />

of the transaction. The value of components is determined using<br />

verifiable objective evidence. The Company does not provide<br />

customers with the right to a refund.<br />

Dealer incentives<br />

The Company provides incentives to its retail payphone card<br />

distributors as trade discounts. Incentives are based on sales<br />

volume and value. Revenue for retail payphone cards is recorded<br />

as traffic revenue, net of these discounts as the cards are used.<br />

Subscriptions, connections and other usage<br />

The Company provides telephone and data communication<br />

services under post-paid and prepaid payment arrangements.<br />

Revenue includes fees for installation and activation, which are<br />

deferred and recognised over the expected customer<br />

relationship period. Costs incurred on first time installations that<br />

form an integral part of the network are capitalised and<br />

depreciated over the expected average customer relationship<br />

period. All other installation and activation costs are expensed<br />

as incurred.


258<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

2. SIGNIFICANT ACCOUNTING POLICIES (continued)<br />

Summary of significant accounting policies (continued)<br />

Operating revenue (continued)<br />

Subscriptions, connections and other usage (continued)<br />

Post-paid and prepaid service arrangements include<br />

subscription fees, typically monthly fees, which are recognised<br />

over the subscription period.<br />

Revenue related to sale of communication equipment, products<br />

and value-added services is recognised upon delivery and<br />

acceptance of the product or service by the customer.<br />

Traffic (domestic, fixed-to-mobile and international)<br />

Prepaid<br />

Prepaid traffic service revenue collected in advance is deferred<br />

and recognised based on actual usage or upon expiration of<br />

the usage period, whichever comes first. The terms and<br />

conditions of certain prepaid products allow the carry over of<br />

unused minutes. Revenue related to the carry over of unused<br />

minutes is deferred until usage or expiration.<br />

Payphones<br />

Payphone service coin revenue is recognised when the service<br />

is provided.<br />

Payphone service card revenue collected in advance is deferred<br />

and recognised based on actual usage or upon expiration of<br />

the usage period, whichever comes first.<br />

Post-paid<br />

Revenue related to local, long distance, network-to-network,<br />

roaming and international call connection services is recognised<br />

when the call is placed or the connection provided.<br />

Interconnection<br />

Interconnection revenue for call termination, call transit and<br />

network usage is recognised as the traffic flow occurs.<br />

Data<br />

The Company provides data communication services under<br />

post-paid and prepaid payment arrangements. Revenue<br />

includes fees for installation and activation, which are deferred<br />

over the expected average customer relationship period. Costs<br />

incurred on first time installations that form an integral part of the<br />

network are capitalised and depreciated over the life of the<br />

expected average customer relationship period. All other<br />

installation and activation costs are expensed as incurred. Postpaid<br />

and prepaid service arrangements include subscription<br />

fees, typically monthly fees, which are recognised over the<br />

subscription period.<br />

Directory services<br />

Included in other revenue are directory services. Revenue is<br />

recognised when printed directories are released for<br />

distribution, as the significant risks and rewards of ownership<br />

have been transferred to the buyer. Electronic directories’<br />

revenue is recognised on a monthly basis, as earned.<br />

Sundry revenue<br />

Sundry revenue is recognised when the economic benefit flows<br />

to the Company and the earnings process is complete.<br />

Interest on debtors’ accounts<br />

Interest is raised on overdue accounts by using the effective<br />

interest rate method and recognised in the income statement.<br />

Marketing<br />

Marketing costs are recognised as an expense as incurred.<br />

Incentives<br />

Incentives paid to service providers and dealers for products<br />

delivered to the customer are expensed as incurred. Incentives<br />

paid to service providers and dealers for services delivered are<br />

expensed in the period that the related revenue is recognised.<br />

Distribution incentives paid to service providers and dealers for<br />

exclusivity are deferred and expensed over the contractual<br />

relationship period.<br />

Investment income<br />

Dividends from investments are recognised on the date that the<br />

Company is entitled to the dividend. Interest is recognised on a<br />

time proportionate basis taking into account the principal<br />

amount outstanding and the effective interest rate.<br />

Taxation<br />

Current taxation<br />

The charge for current taxation is based on the results for the<br />

year and is adjusted for non-taxable income and non-deductible<br />

expenditure. Current taxation is measured at the amount<br />

expected to be paid to the taxation authorities, using taxation<br />

rates and laws that have been enacted or substantively enacted<br />

by the balance sheet date.<br />

Deferred taxation<br />

Deferred taxation is accounted for using the balance sheet<br />

liability method on all temporary differences at the balance<br />

sheet date between taxation bases of assets and liabilities and<br />

their carrying amounts for financial reporting purposes.


Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

2. SIGNIFICANT ACCOUNTING POLICIES (continued)<br />

Summary of significant accounting policies (continued)<br />

Taxation (continued)<br />

Deferred taxation (continued)<br />

Deferred taxation is not provided on the initial recognition of<br />

goodwill or initial recognition of assets or liabilities which is not<br />

a business combination and at the time of the transaction affects<br />

neither accounting nor taxable profit or loss.<br />

A deferred taxation asset is recognised to the extent that it is<br />

probable that future taxable profits will be available against<br />

which the associated unused taxation losses, unused taxation<br />

credits and deductible temporary differences can be utilised.<br />

The carrying amount of deferred taxation assets is reviewed at<br />

each balance sheet date and is reduced to the extent that it is<br />

no longer probable that the related taxation benefit will be<br />

realised. In respect of deductible temporary differences<br />

associated with investments in subsidiaries, associates and<br />

interest in joint ventures, deferred income tax assets are<br />

recognised only to the extent that it is probable that temporary<br />

differences will reverse in the foreseeable future and taxable<br />

profit will be available against which temporary differences can<br />

be utilised.<br />

Deferred taxation relating to items recognised directly in equity<br />

is recognised in equity and not in the income statement.<br />

Deferred taxation assets and liabilities are measured at the<br />

taxation rates that are expected to apply to the period when the<br />

asset is realised or the liability is settled, based on taxation rates<br />

(and taxation laws) that have been enacted or substantively<br />

enacted by the balance sheet date.<br />

Deferred taxation assets and deferred taxation liabilities are<br />

offset, if a legally enforceable right exists to set off current<br />

taxation assets against current taxation liabilities and the<br />

deferred taxes relate to the same taxable entity and the same<br />

taxation authority.<br />

Secondary taxation on companies<br />

Secondary taxation on companies (’STC’) is provided for at a<br />

rate of 10% (12.5% before October 1, 2007) on the amount<br />

by which dividends declared by the Company exceed<br />

dividends received. Deferred taxation on unutilised STC credits<br />

is recognised to the extent that STC payable on future dividend<br />

payments is likely to be available for set-off.<br />

Property, plant and equipment<br />

At initial recognition acquired property, plant and equipment<br />

are recognised at their purchase price, including import duties<br />

<strong>Telkom</strong> Annual Report 2009 259<br />

and non-refundable purchase taxes, after deducting trade<br />

discounts and rebates. The recognised cost includes any directly<br />

attributable costs for preparing the asset for its intended use.<br />

The cost of an item of property, plant and equipment is<br />

recognised as an asset if it is probable that the future economic<br />

benefits associated with the item will flow to the Company and<br />

the cost of the item can be measured reliably.<br />

Property, plant and equipment is stated at historical cost less<br />

accumulated depreciation and any accumulated impairment<br />

losses. Each component of an item of property, plant and<br />

equipment with a cost that is significant in relation to the total<br />

cost of the item is depreciated separately. Depreciation is<br />

charged from the date the asset is available for use on a<br />

straight-line basis over the estimated useful life and ceases at the<br />

earlier of the date that the asset is classified as held for sale or<br />

the date the asset is derecognised. Idle assets continue to attract<br />

depreciation.<br />

The estimated useful life of individual assets and the<br />

depreciation method thereof are reviewed on an annual basis<br />

at balance sheet date. The depreciable amount is determined<br />

after taking into account the residual value of the asset. The<br />

residual value is the estimated amount that the Company would<br />

currently obtain from the disposal of the asset, after deducting<br />

the estimated cost of disposal, if the asset were already of the<br />

age and in the condition expected at the end of its useful life.<br />

The residual values of assets are reviewed on an annual basis<br />

at balance sheet date.<br />

Assets under construction represents freehold buildings,<br />

operating software, network and support equipment and<br />

includes all direct expenditure as well as related borrowing<br />

costs capitalised, but excludes the costs of abnormal amounts of<br />

waste material, labour or other resources incurred in the<br />

production of self-constructed assets.<br />

Freehold land is stated at cost and is not depreciated. Amounts<br />

paid by the Company on improvements to assets which are held<br />

in terms of operating lease agreements are depreciated on a<br />

straight-line basis over the shorter of the remaining useful life of<br />

the applicable asset or the remainder of the lease period.<br />

Where it is reasonably certain that the lease agreement will be<br />

renewed, the lease period equals the period of the initial<br />

agreement plus the renewal periods.


260<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

2. SIGNIFICANT ACCOUNTING POLICIES (continued)<br />

Summary of significant accounting policies (continued)<br />

Property, plant and equipment (continued)<br />

The estimated useful lives assigned to groups of property, plant<br />

and equipment are:<br />

Years<br />

Freehold buildings 15 to 40<br />

Leasehold buildings<br />

Network equipment:<br />

7 to 25<br />

Cables 20 to 40<br />

Switching equipment 2 to 18<br />

Transmission equipment 5 to 18<br />

Other 1 to 20<br />

Support equipment 5 to 13<br />

Furniture and office equipment 2 to 15<br />

Data processing equipment and software 3 to 10<br />

Other 2 to 20<br />

An item of property, plant and equipment is derecognised upon<br />

disposal or when no future economic benefits are expected from<br />

its use or disposal. Any gain or loss arising on derecognition of<br />

the asset (calculated as the difference between the net disposal<br />

proceeds and the carrying amount of the asset) is included in<br />

the income statement in the year the asset is derecognised.<br />

Assets held under finance leases are depreciated over their<br />

expected useful lives on the same basis as owned assets or,<br />

where shorter, the term of the relevant lease if there is no<br />

reasonable certainty that the Company will obtain ownership by<br />

the end of the lease term.<br />

Intangible assets<br />

At initial recognition acquired intangible assets are recognised at<br />

their purchase price, including import duties and non-refundable<br />

purchase taxes, after deducting trade discounts and rebates. The<br />

recognised cost includes any directly attributable costs for preparing<br />

the asset for its intended use. Internally generated intangible assets<br />

are recognised at cost comprising all directly attributable costs<br />

necessary to create and prepare the asset to be capable of<br />

operating in the manner intended by management. Licences,<br />

software, trademarks, copyrights and other intangible assets are<br />

carried at cost less accumulated amortisation and any accumulated<br />

impairment losses. Amortisation commences when the intangible<br />

assets are available for their intended use and is recognised on a<br />

straight-line basis over the assets’ expected useful lives. Amortisation<br />

ceases at the earlier of the date that the asset is classified as held<br />

for sale and the date that the asset is derecognised.<br />

The residual value of intangible assets is the estimated amount<br />

that the Company would currently obtain from the disposal of<br />

the asset, after deducting the estimated cost of disposal, if the<br />

asset were already of the age and in the condition expected at<br />

the end of its useful life. Due to the nature of the asset the<br />

residual value is assumed to be zero unless there is a<br />

commitment by a third party to purchase the asset at the end of<br />

its useful life or when there is an active market that is likely to<br />

exist at the end of the asset’s useful life, which can be used to<br />

estimate the residual values. The residual values of intangible<br />

assets and their useful lives are reviewed on an annual basis at<br />

balance sheet date.<br />

Intangible assets with indefinite useful lives and intangible assets<br />

not yet available for use are tested for impairment annually<br />

either individually or at the cash-generating unit level. Such<br />

intangibles are not amortised. The useful life of an intangible<br />

asset with an indefinite life is reviewed annually to determine<br />

whether indefinite life assessment continues to be supportable. If<br />

not, the change in the useful life assessment from indefinite to<br />

finite is made on a prospective basis.<br />

Assets under construction represent application and other nonintegral<br />

software and includes all direct expenditure as well as<br />

related borrowing costs capitalised, but excludes the costs of<br />

abnormal amounts of waste material, labour or other resources<br />

incurred in the production of self-constructed assets.<br />

Intangible assets are derecognised when they have been<br />

disposed of or when the asset is permanently withdrawn from use<br />

and no future economic benefit is expected from its disposal. Any<br />

gains or losses on the retirement or disposal of assets are<br />

recognised in the income statement in the year in which they arise.<br />

The expected useful lives assigned to intangible assets are:<br />

Years<br />

Licences 5 to 30<br />

Software<br />

Trademarks, copyrights and other including<br />

2 to 10<br />

FIFA brand 1 to 15<br />

Asset retirement obligations<br />

Asset retirement obligations related to property, plant and<br />

equipment and intangible assets are recognised at the present<br />

value of expected future cash flows when the obligation to<br />

dismantle or restore the site arises. The increase in the related<br />

asset’s carrying value is depreciated over its estimated useful<br />

life. The unwinding of the discount is included in finance<br />

charges and fair value movements. Changes in the<br />

measurement of an existing liability that result from changes in<br />

the estimated timing or amount of the outflow of resources<br />

required to settle the liability, or a change in the discount rate,<br />

are accounted for as increases or decreases to the original cost<br />

of the recognised assets. If the amount deducted exceeds the<br />

carrying amount of the asset, the excess is recognised<br />

immediately in profit and loss.


Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

2. SIGNIFICANT ACCOUNTING POLICIES (continued)<br />

Summary of significant accounting policies (continued)<br />

Non-current assets held for sale<br />

Non-current assets and disposal groups are classified as held<br />

for sale if their carrying amount will be recovered through a sale<br />

transaction rather than through continuing use. This condition is<br />

regarded as met only when the sale is highly probable and the<br />

asset (or disposal group) is available for immediate sale in its<br />

present condition. Management must be committed to the sale,<br />

which should be expected to qualify for recognition as a<br />

complete sale within one year from the date of classification.<br />

Assets are no longer depreciated when they are classified into<br />

this category.<br />

Non-current assets (and disposal groups) classified as held for<br />

sale are measured at the lower of the assets’ previous carrying<br />

amount and fair value less costs to sell.<br />

Impairment of property, plant and equipment and<br />

intangible assets<br />

The Company regularly reviews its non-financial assets and<br />

cash-generating units for any indication of impairment. When<br />

indicators, including changes in technology, market, economic,<br />

legal and operating environments occur and could result in<br />

changes of the asset’s or cash-generating unit’s estimated<br />

recoverable amount, an impairment test is performed.<br />

The recoverable amount of assets or cash-generating units is<br />

measured using the higher of the fair value less costs to sell and<br />

its value in use, which is the present value of projected cash<br />

flows covering the remaining useful lives of the assets.<br />

Impairment losses are recognised when the asset’s carrying<br />

value exceeds its estimated recoverable amount. Where<br />

applicable, the recoverable amount is determined for the cashgenerating<br />

unit to which the asset belongs.<br />

Previously recognised impairment losses are reviewed annually<br />

for any indication that it may no longer exist or may have<br />

decreased. If any such indication exists, the recoverable amount<br />

of the asset is estimated. Such impairment losses are reversed<br />

through the income statement if the recoverable amount has<br />

increased as a result of a change in the estimates used to<br />

determine the recoverable amount, but not to an amount higher<br />

than the carrying amount that would have been determined (net<br />

of depreciation or amortisation) had no impairment loss been<br />

recognised in prior years.<br />

Repairs and maintenance<br />

The Company expenses all costs associated with repairs and<br />

maintenance, unless it is probable that such costs would result in<br />

increased future economic benefits flowing to the Company,<br />

and the costs can be reliably measured.<br />

<strong>Telkom</strong> Annual Report 2009 261<br />

Borrowing costs<br />

Financing costs directly associated with the acquisition or<br />

construction of assets that require more than three months to<br />

complete and place in service are capitalised at interest rates<br />

relating to loans specifically raised for that purpose, or at the<br />

weighted average borrowing rate where the general pool of<br />

Company borrowings was utilised. Other borrowing costs are<br />

expensed as incurred.<br />

Deferred revenue and expenses<br />

Activation revenue and costs are recognised in accordance with<br />

the principles contained in Emerging Issues Task Force Issue<br />

No 00-21, Revenue Arrangements with Multiple Deliverables<br />

(’EITF 00-21’), issued in the United States. This results in<br />

activation revenue and costs up to the amount of the deferred<br />

revenue being deferred and recognised systematically over the<br />

expected duration of the customer relationship because it is<br />

considered to be part of the customers’ ongoing rights to<br />

telecommunication services and the operator’s continuing<br />

involvement. Any excess of the costs over revenues is expensed<br />

immediately.<br />

Subsidiaries and joint venture<br />

Investments in subsidiaries, special purpose entities and joint<br />

ventures are carried at cost and adjusted for any impairment<br />

losses.<br />

Inventories<br />

Installation material, maintenance and network equipment<br />

inventories are stated at the lower of cost, determined on a<br />

weighted average basis and estimated net realisable value.<br />

Merchandise inventories are stated at the lower of cost,<br />

determined on a first-in first-out (’FIFO’) basis and estimated net<br />

realisable value. Write-down of inventories arises when, for<br />

example, goods are damaged or when net realisable value is<br />

lower than carrying value.<br />

Financial instruments<br />

Recognition and initial measurement<br />

All financial instruments are initially recognised at fair value,<br />

plus, in the case of financial assets and liabilities not at fair<br />

value through profit or loss, transaction costs that are directly<br />

attributable to the acquisition or issue. Financial instruments are<br />

recognised when the Company becomes a party to their<br />

contractual arrangements. All regular way transactions are<br />

accounted for on settlement date. Regular way purchases or<br />

sales are purchases or sales of financial assets that require<br />

delivery of assets within the period generally established by<br />

regulation or convention in the marketplace.


262<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

2. SIGNIFICANT ACCOUNTING POLICIES (continued)<br />

Summary of significant accounting policies (continued)<br />

Financial instruments (continued)<br />

Subsequent measurement<br />

Subsequent to initial recognition, the Company classifies<br />

financial assets as ’at fair value through profit or loss’, ’held-tomaturity<br />

investments’, ’loans and receivables’, or ’available-forsale'.<br />

Financial liabilities are classified ’at fair value through<br />

profit or loss’ or ’other financial liabilities’. The measurement of<br />

each is set out below and presented in a table in note 12.<br />

The fair value of financial assets and liabilities that are actively<br />

traded in financial markets is determined by reference to quoted<br />

market prices at the close of business on the balance sheet date.<br />

Where there is no active market, fair value is determined using<br />

valuation techniques such as discounted cash flow analysis.<br />

Financial assets at fair value through profit or loss<br />

The Company classifies financial assets that are held for trading<br />

in the category ’financial assets at fair value through profit or<br />

loss’. Financial assets are classified as held for trading if they<br />

are acquired for the purpose of selling in the future. Derivatives<br />

not designated as hedges are also classified as held for trading.<br />

On remeasurement to fair value the gains or losses on held for<br />

trading financial assets are recognised in net finance charges<br />

and fair value movements for the year.<br />

Gains and losses arising from changes in the fair value of the<br />

’financial assets at fair value through profit or loss’ category are<br />

presented in the income statement within ’finance charges and<br />

fair value movements’ in the period which they arise.<br />

Held-to-maturity financial assets<br />

The Company classifies non-derivative financial assets with fixed<br />

or determinable payments and fixed maturity dates as held-tomaturity<br />

when the Company has the positive intention and<br />

ability to hold to maturity. These assets are subsequently<br />

measured at amortised cost. Amortised cost is computed as the<br />

amount initially recognised minus principal repayments, plus or<br />

minus the cumulative amortisation using the effective interest<br />

method. This calculation includes all fees paid or received<br />

between parties to the contract. For investments carried at<br />

amortised cost, gains and losses are recognised in net profit or<br />

loss when the investments are sold or impaired.<br />

Loans and receivables<br />

Loans and receivables are non-derivative financial assets with<br />

fixed or determinable payments that are not quoted in an active<br />

market. Such assets are carried at amortised cost using the<br />

effective interest method. Trade receivables are subsequently<br />

measured at the original invoice amount where the effect of<br />

discounting is not material.<br />

Available-for-sale financial assets<br />

Available-for-sale financial assets are those non-derivative assets<br />

that are designated as available-for-sale, or are not classified in<br />

any of the three preceding categories. Equity instruments are all<br />

treated as available-for-sale financial instruments. After initial<br />

recognition, available-for-sale financial assets are measured at<br />

fair value, with gains and losses being recognised as a<br />

separate component of equity, net of taxation. Dividend income<br />

is recognised in the income statement as part of other income<br />

when the Company’s right to receive payment is established.<br />

Changes in the fair value of monetary items denominated in a<br />

foreign currency and classified as available-for-sale are<br />

analysed between translation differences resulting from changes<br />

in amortised cost of the security and other changes in carrying<br />

amount of the item. The translation differences on monetary<br />

items are recognised in profit or loss, while translation<br />

differences on non-monetary securities are recognised in equity.<br />

Changes in the fair value of monetary and non-monetary items<br />

classified as available-for-sale are recognised directly in equity.<br />

When an investment is derecognised or determined to be<br />

impaired, the cumulative gain or loss previously recorded in<br />

equity is recognised in profit or loss.<br />

Financial liabilities at fair value through profit or loss<br />

Financial liabilities are classified as ‘at fair value through profit<br />

or loss’ (’FVTPL’) where the financial liability is held for trading.<br />

A financial liability is classified as held for trading:<br />

• if it is acquired for the purpose of settling in the near term; or<br />

• if it is a derivative that is not designated and effective as a<br />

hedging instrument.<br />

Financial liabilities at a FVTPL are stated at fair value, with any<br />

resultant gains or losses recognised in profit or loss. The net gain<br />

or loss recognised in profit or loss incorporates any interest paid<br />

on the financial liability.<br />

Other financial liabilities<br />

Other financial liabilities are subsequently measured at<br />

amortised cost using the effective interest rate method, with<br />

interest expense recognised in finance charges and fair value<br />

movements, on an effective interest rate basis.<br />

The effective interest rate is the rate that accurately discounts<br />

estimated future cash payments through the expected life of the<br />

financial liability or, where appropriate, a shorter period.


Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

2. SIGNIFICANT ACCOUNTING POLICIES (continued)<br />

Summary of significant accounting policies (continued)<br />

Financial instruments (continued)<br />

Financial guarantee contracts<br />

Financial guarantee contracts are subsequently measured at the<br />

higher of the amount determined in accordance with IAS37<br />

Provisions, Contingent Liabilities and Contingent Assets or the<br />

amount initially recognised less, when appropriate, cumulative<br />

amortisation, recognised in accordance with IAS18 Revenue.<br />

Cash and cash equivalents<br />

Cash and cash equivalents are measured at amortised cost. This<br />

comprises cash on hand, deposits held on call and term<br />

deposits with an initial maturity of less than three months when<br />

entered into.<br />

For the purpose of the cash flow statement, cash and cash<br />

equivalents consist of cash and cash equivalents defined above,<br />

net of credit facilities utilised.<br />

Capital and money market transactions<br />

New bonds and commercial paper bills issued are subsequently<br />

measured at amortised cost using the effective interest rate<br />

method.<br />

Bonds issued where the Company is a buyer and seller of last<br />

resort are carried at fair value. The Company does not actively<br />

trade in bonds.<br />

Derecognition<br />

A financial instrument or a portion of a financial instrument will<br />

be derecognised and a gain or loss recognised when the<br />

Company’s contractual rights expire, financial assets are<br />

transferred or financial liabilities are extinguished. On<br />

derecognition of a financial asset or liability, the difference<br />

between the consideration and the carrying amount on the<br />

settlement date is included in finance charges and fair value<br />

movements for the year. For available-for-sale assets, the fair<br />

value adjustment relating to prior revaluations of assets is<br />

transferred from equity and recognised in finance charges and<br />

fair value movements for the year.<br />

Bonds and commercial paper bills are derecognised when the<br />

obligation specified in the contract is discharged. The difference<br />

between the carrying value of the bond and the amount paid to<br />

extinguish the obligation is included in finance charges and fair<br />

value movements for the year.<br />

Impairment of financial assets<br />

At each balance sheet date an assessment is made of whether<br />

there are any indicators of impairment of a financial asset or a<br />

group of financial assets based on observable data about one<br />

or more loss events that occurred after the initial recognition of<br />

<strong>Telkom</strong> Annual Report 2009 263<br />

the asset or the group of assets. In the case of equity securities<br />

classified as available-for-sale, a significant or prolonged<br />

decline in the fair value of the security below its cost is<br />

considered as an indicator that the securities are impaired. For<br />

loans and receivables carried at amortised cost, if there is<br />

objective evidence that an impairment loss has been incurred,<br />

the amount of the loss is measured at the difference between the<br />

asset’s carrying amount and the present value of estimated future<br />

cashflows. The carrying amount of the asset is reduced through<br />

the use of an allowance account and the amount of the loss is<br />

recognised in the income statement.<br />

If any such evidence exists for available-for-sale assets, the<br />

cumulative loss – measured as the difference between the<br />

acquisition cost and the current fair value, less any impairment<br />

loss on that financial asset previously recognised in profit or loss<br />

– is removed from equity and recognised in the income<br />

statement. Impairment losses recognised in the income statement<br />

on equity instruments are not reversed through the income<br />

statement. The recoverable amount of financial assets carried at<br />

amortised cost is calculated as the present value of expected<br />

future cash flows discounted at the original effective interest rate<br />

of the asset.<br />

If, in a subsequent period, the amount of the impairment loss for<br />

financial assets decreases and the decrease can be related<br />

objectively to an event occurring after the impairment was<br />

recognised, the previously recognised impairment loss is<br />

reversed except for those financial assets classified as availablefor-sale<br />

and carried at cost that are not reversed. Any<br />

subsequent reversal of an impairment loss is recognised in the<br />

income statement, to the extent that the carrying value of the<br />

asset does not exceed its amortised cost at the reversal date.<br />

Reversals in respect of equity instruments classified as availablefor-sale<br />

are not recognised in profit and loss. Reversals of<br />

impairment losses on debt instruments classified as available-forsale<br />

are reversed through the income statement, if the increase<br />

in fair value of the instrument can be objectively related to an<br />

event occurring after the impairment loss was recognised<br />

through the income statement.<br />

Embedded derivatives<br />

The Company assesses whether an embedded derivative is<br />

required to be separated from the host contract and accounted<br />

for as a derivative when it first becomes party to the contract.<br />

The Company reassesses the contract when there is a change<br />

in the terms of the contract which significantly modifies the cash<br />

flows that would otherwise be required under the contract.


264<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

2. SIGNIFICANT ACCOUNTING POLICIES (continued)<br />

Summary of significant accounting policies (continued)<br />

Financial instruments (continued)<br />

Financial instruments: Disclosures<br />

The Company groups its financial instruments into classes of<br />

similar instruments and where disclosure is required, it discloses<br />

them by class. It also discloses information about the nature and<br />

extent of risks arising from its financial instruments (refer to<br />

note 12).<br />

Foreign currencies<br />

The functional and presentation currency of the Company is the<br />

South African Rand (Z<strong>AR</strong>).<br />

Transactions denominated in foreign currencies are measured at<br />

the rate of exchange at transaction date. Monetary items<br />

denominated in foreign currencies are remeasured at the rate of<br />

exchange at settlement date or balance sheet date, whichever<br />

occurs first. Exchange differences on the settlement or translation<br />

of monetary assets and liabilities are included in finance<br />

charges and fair value movements in the period in which they<br />

arise. Non-monetary items that are measured in terms of<br />

historical cost in a foreign currency are translated using the<br />

exchange rates as at the dates of the initial transactions. Nonmonetary<br />

items measured at fair value in a foreign currency are<br />

translated using the exchange rates at the date when the fair<br />

value is determined.<br />

Treasury shares<br />

Where the Company acquires, or in substance acquires, its<br />

own shares, such shares are measured at cost and disclosed as<br />

a reduction of equity. No gain or loss is recognised in profit or<br />

loss on the purchase, sale, issue or cancellation of the<br />

Company’s own equity instruments. Such shares are not<br />

remeasured for changes in fair value.<br />

Where the Company chooses or is required to buy equity<br />

instruments from another party to satisfy its obligations to its<br />

employees under the share-based payment arrangement by<br />

delivery of its own shares, the transaction is accounted for as<br />

equity-settled. This applies regardless of whether the employee’s<br />

rights to the equity instruments were granted by the Company<br />

itself or by its shareholders or was settled by the Company itself<br />

or its shareholders.<br />

Leases<br />

A lease is classified as a finance lease if it transfers substantially<br />

all the risks and rewards incidental to ownership. All other<br />

leases are classified as operating leases.<br />

Where the Company enters into a service agreement as a<br />

supplier or a customer that depends on the use of a specific<br />

asset, and conveys the right to control the use of the specific<br />

asset, the arrangement is assessed to determine whether it<br />

contains a lease. Once it has been concluded that an<br />

arrangement contains a lease, it is assessed against the criteria<br />

in IAS17 to determine if the arrangement should be recognised<br />

as a finance lease or operating lease.<br />

The land and buildings elements of a lease of land and<br />

buildings are considered separately for the purposes of lease<br />

classification unless it is impractical to do so.<br />

Lessee<br />

Operating lease payments are recognised in the income<br />

statement on a straight-line basis over the lease term.<br />

Assets acquired in terms of finance leases are capitalised at the<br />

lower of fair value and the present value of the minimum lease<br />

payments at inception of the lease and depreciated over the<br />

lesser of the useful life of the asset and the lease term. The<br />

capital element of future obligations under the leases is included<br />

as a liability in the balance sheet. Lease finance costs are<br />

amortised in the income statement over the lease term using the<br />

interest rate implicit in the lease. Where a sale and leaseback<br />

transaction results in a finance lease, any excess of sale<br />

proceeds over the carrying amount is deferred and recognised<br />

in the income statement over the term of the lease.<br />

Lessor<br />

Operating lease revenue is recognised in the income statement<br />

on a straight-line basis over the lease term.<br />

Assets held under a finance lease are recognised in the balance<br />

sheet and presented as a receivable at an amount equal to the<br />

net investment in the lease. The recognition of finance income<br />

is based on a pattern reflecting a constant periodic rate of return<br />

on the net investment in the finance lease.<br />

Employee benefits<br />

Post-employment benefits<br />

The Company provides defined benefit and defined contribution<br />

plans for the benefit of employees. These plans are funded by<br />

the employees and the Company, taking into account<br />

recommendations of the independent actuaries. The postretirement<br />

telephone rebate liability is unfunded.<br />

Defined contribution plans<br />

The Company’s funding of the defined contribution plans is<br />

charged to employee expenses in the same year as the related<br />

service is provided.


Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

2. SIGNIFICANT ACCOUNTING POLICIES (continued)<br />

Summary of significant accounting policies (continued)<br />

Employee benefits (continued)<br />

Defined benefit plans<br />

The Company provides defined benefit plans for pension,<br />

retirement, post-retirement medical aid benefits and telephone<br />

rebates to qualifying employees. The Company’s net obligation<br />

in respect of defined benefits is calculated separately for each<br />

plan by estimating the amount of future benefits earned in return<br />

for services rendered.<br />

The amount recognised in the balance sheet represents the<br />

present value of the defined benefit obligations, calculated by<br />

using the projected unit credit method, as adjusted for<br />

unrecognised actuarial gains and losses, unrecognised past<br />

service costs and reduced by the fair value of the related plan<br />

assets. The amount of any surplus recognised and reflected as<br />

a defined benefit asset is limited to unrecognised actuarial<br />

losses and past service costs plus the present value of available<br />

refunds and reductions in future contributions to the plan. To the<br />

extent that there is uncertainty as to the entitlement to the surplus,<br />

no asset is recognised. No gain is recognised solely as a result<br />

of an actuarial loss or past service cost in the current period and<br />

no loss is recognised solely as a result of an actuarial gain or<br />

past service cost in the current period.<br />

Actuarial gains and losses are recognised as employee<br />

expenses when the cumulative unrecognised gains and losses<br />

for each individual plan exceed 10% of the greater of the<br />

present value of the Company’s obligation and the fair value of<br />

plan assets at the beginning of the year. These gains or losses<br />

are amortised on a straight-line basis over 10 years for all the<br />

defined benefit plans, except gains or losses related to the<br />

pensioners in the <strong>Telkom</strong> Retirement Fund or unless the standard<br />

requires faster recognition. For the <strong>Telkom</strong> Retirement Fund<br />

pensioners, the cumulative unrecognised actuarial gains and<br />

losses in excess of the 10% corridor at the beginning of the year<br />

are recognised immediately.<br />

Past service costs are recognised immediately to the extent that<br />

the benefits are vested, otherwise they are recognised on a<br />

straight-line basis over the average period the benefits become<br />

vested.<br />

Leave benefits<br />

Annual leave entitlement is provided for over the period that the<br />

leave accrues and is subject to a cap of 22 days.<br />

<strong>Telkom</strong> Annual Report 2009 265<br />

Workforce reduction<br />

Workforce reduction expenses are payable when employment<br />

is terminated before the normal retirement age or when an<br />

employee accepts voluntary redundancy in exchange for<br />

benefits. Workforce reduction benefits are recognised when the<br />

entity is demonstrably committed and it is probable that the<br />

expenses will be incurred. In the case of an offer made to<br />

encourage voluntary redundancy, the measurement of<br />

termination benefits is based on the number of employees<br />

expected to accept the offer.<br />

Share-based compensation<br />

The grants of equity instruments, made to employees in terms of<br />

the <strong>Telkom</strong> Conditional Share Plan, are classified as equitysettled<br />

share-based payment transactions. The expense relating<br />

to the services rendered by the employees, and the<br />

corresponding increase in equity, is measured at the fair value<br />

of the equity instruments at their date of grant based on the<br />

market price at grant date, adjusted for the lack of entitlement to<br />

dividends during the vesting period. This compensation cost is<br />

recognised over the vesting period, based on the best available<br />

estimate at each balance sheet date of the number of equity<br />

instruments that are expected to vest.<br />

Short-term employee benefits<br />

The cost of all short-term employee benefits is recognised during<br />

the year the employees render services, unless the Company<br />

uses the services of employees in the construction of an asset<br />

and the benefits received meet the recognition criteria of an<br />

asset, at which stage it is included as part of the related<br />

property, plant and equipment or intangible asset item.<br />

Provisions<br />

Provisions are recognised when the Company has a present<br />

obligation (legal or constructive) as a result of a past event, it is<br />

probable that an outflow of resources will be required to settle<br />

the obligation, and a reliable estimate can be made of the<br />

amount of the obligation. Provisions are reviewed at each<br />

balance sheet date and adjusted to reflect the current best<br />

estimate. Where the effect of the time value of money is<br />

material, the amount of the provision is the present value of the<br />

expenditures expected to be required to settle the obligation.


266<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

3. REVENUE<br />

2007 2008 2009<br />

Rm Rm Rm<br />

3.1 Total revenue 35,818 36,641 37,058<br />

Operating revenue 32,340 32,571 33,659<br />

Other income (excluding profit on disposal of property, plant and<br />

equipment, intangible assets and investments, refer to note 4) 276 331 492<br />

Investment income (refer to note 6) 3,202 3,739 2,907<br />

3.2 Operating revenue 32,340 32,571 33,659<br />

Subscriptions, connections and other usage 6,286 6,330 6,614<br />

Traffic 16,740 15,949 15,323<br />

Domestic (local and long distance) 7,563 6,327 5,670<br />

Fixed-to-mobile 7,646 7,557 7,420<br />

International (outgoing) 988 986 933<br />

Subscription based calling plans 543 1,079 1,300<br />

Interconnection 1,639 1,757 2,084<br />

Data 7,489 8,308 9,310<br />

Sundry revenue 186 227 328<br />

4. OTHER INCOME 655 498 524<br />

Other income (included in Total revenue, refer to note 3) 276 331 492<br />

Interest received from trade receivables 181 211 214<br />

Other interest 8 37 189<br />

Sundry income 87 83 89<br />

Profit on disposal of property, plant and equipment and intangible<br />

assets 15 167 32<br />

Profit on disposal of investment 364 – –<br />

The increase in the current year’s other interest is a result of the<br />

increase in loans to subsidiaries (refer to note 11).


Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

5. OPERATING EXPENSES<br />

Operating expenses comprise:<br />

<strong>Telkom</strong> Annual Report 2009 267<br />

2007 2008 2009<br />

Rm Rm Rm<br />

5.1 Employee expenses 7,077 7,386 7,990<br />

Salaries and wages 5,076 5,519 5,742<br />

Medical aid contributions 377 407 404<br />

Retirement contributions 439 460 460<br />

Post-retirement pension and retirement fund (refer to note 25) 33 5 29<br />

Current service cost 5 5 4<br />

Interest cost 329 509 633<br />

Expected return on plan assets (508) (713) (825)<br />

Actuarial gain (136) (16) –<br />

Settlement loss/(gain) 21 (2) (3)<br />

Asset limitation 322 222 220<br />

Post-retirement medical aid (refer to note 25) 329 277 455<br />

Current service cost 83 84 95<br />

Interest cost 285 321 426<br />

Expected return on plan asset (188) (257) (223)<br />

Actuarial loss 149 129 157<br />

Telephone rebates (refer to note 25) 104 27 61<br />

Current service cost 4 3 6<br />

Interest cost 19 22 39<br />

Past service cost 76 2 2<br />

Actuarial loss 5 – 14<br />

Share-based compensation expense (refer to note 22 and 25) 141 522 554<br />

Other benefits* 1,274 969 1,021<br />

Employee expenses capitalised (696) (800) (736)<br />

* Other benefits include annual leave, performance incentive,<br />

service bonuses, skills development and workforce<br />

reduction expenses.<br />

5.2 Payments to other operators 6,461 6,902 7,536<br />

Payments to other network operators consist of expenses in<br />

respect of interconnection with other network operators.<br />

5.3 Selling, general and administrative expenses 3,970 3,904 6,580<br />

Selling and administrative expenses 1,329 1,108 3,428<br />

Maintenance 1,900 1,996 2,293<br />

Marketing 604 583 574<br />

Bad debts (refer to note 17) 137 217 285<br />

Included in the current year’s selling and administrative expenses, a total impairment loss of R2,178 million (2008: R229 million;<br />

2007: RNil) has been recognised on investments.


268<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

5. OPERATING EXPENSES (continued)<br />

2007 2008 2009<br />

Rm Rm Rm<br />

5.4 Service fees 2,236 2,410 2,760<br />

Facilities and property management 1,140 1,221 1,261<br />

Consultancy services 209 160 324<br />

Security and other 833 978 1,122<br />

Auditors’ remuneration 54 51 53<br />

Audit services 53 51 50<br />

Company auditors 47 46 46<br />

Current year 47 43 46<br />

Prior year underprovision – 3 –<br />

Other auditors – current year 6 5 4<br />

Other services 1 – 3<br />

Included in the current year’s consultancy services is an amount<br />

of R177 million relating to services rendered in respect of the<br />

transaction to dispose of the Company’s stake in Vodacom<br />

Group (Proprietary) Limited.<br />

The increase in the current year’s security and other costs is mainly<br />

attributable to the new contract negotiated to secure the copper<br />

network in the Company’s drive to cutting down on cable thefts.<br />

5.5 Operating leases 762 619 613<br />

Land and buildings 131 142 166<br />

Equipment 79 49 58<br />

Vehicles 552 428 389<br />

5.6 Depreciation, amortisation and write-offs 3,583 3,732 4,358<br />

Depreciation of property, plant and equipment (refer to note 9) 2,994 3,062 3,398<br />

Amortisation of intangible assets (refer to note 10) 305 408 638<br />

Write-offs of property, plant and equipment and intangible assets 284 262 322<br />

Included in the current year’s amortisation of intangible assets is an<br />

amount of R134 million relating to the FIFA brand intangible asset.<br />

In recognition of the changed usage patterns of certain items of property,<br />

plant and equipment and intangible assets, the Company revised their<br />

remaining useful lives as at March 31. The assets affected were<br />

individual items of Network equipment, Data processing equipment,<br />

Support equipment, Freehold land and buildings and Intangible assets.<br />

The revised estimated useful lives of these assets as set out below,<br />

resulted in a decrease of the current year depreciation and amortisation<br />

charges of R11,4 million (2008: R196 million; 2007: R942 million).<br />

Previous life Revised life<br />

Years Years<br />

Property, plant and equipment<br />

Other 2 – 15 2 – 20


Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

<strong>Telkom</strong> Annual Report 2009 269<br />

2007 2008 2009<br />

Rm Rm Rm<br />

6. INVESTMENT INCOME 3,202 3,739 2,907<br />

Interest income 196 142 160<br />

Dividend income from joint venture 2,700 2,970 2,600<br />

Dividend income from subsidiaries 306 627 147<br />

Included in investment income is an amount of R160 million<br />

(2008: R142 million; 2007: R196 million) which relates to<br />

interest earned from financial assets not measured at fair value<br />

through profit or loss.<br />

7. FINANCE CH<strong>AR</strong>GES AND FAIR VALUE MOVEMENTS 1,027 1,289 1,460<br />

Finance charges on interest-bearing debt 1,142 1,499 1,655<br />

Local debt 1,303 1,675 1,818<br />

Finance charges capitalised (161) (176) (163)<br />

Foreign exchange gains and losses and fair value movements (115) (210) (195)<br />

Foreign exchange losses/(gains) 58 116 (318)<br />

Fair value adjustments on derivative instruments (173) (326) 123<br />

Capitalisation rate 14.8% 12.6% 12.4%<br />

Included in finance charges is an amount of R1,655 million (2008: R1,499 million; 2007: R1,142 million) which relates to interest paid<br />

on financial liabilities not measured at fair value through profit or loss.


270<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

2007 2008 2009<br />

Rm Rm Rm<br />

8. TAXATION 2,690 2,599 516<br />

South African normal company taxation 1,874 1,879 1,510<br />

Current taxation 1,907 1,879 1,540<br />

Overprovision for prior year (33) – (30)<br />

Deferred taxation 521 357 (1,150)<br />

Temporary differences – normal company taxation 561 255 111<br />

Temporary difference – secondary taxation on companies<br />

(’STC’) taxation credits (raised)/utilised (41) 157 (87)<br />

Capital gains taxation (’CGT’) – – (1,280)<br />

Change in taxation rate – (55) –<br />

Underprovision in prior year 1 – 106<br />

Secondary taxation on companies 295 363 156<br />

Reconciliation of taxation rate % % %<br />

Effective rate 24.2 24.6 8.9<br />

South African normal rate of taxation 29.0 29.0 28.0<br />

Adjusted for: (4.8) (4.4) (19.1)<br />

Change in taxation rate – (0.5) –<br />

Exempt income (8.3) (10.6) (13.9)<br />

Disallowable expenditure 1.5 1.8 13.8<br />

STC taxation credits (raised)/utilised (0.4) 1.5 (1.5)<br />

STC taxation charge 2.7 3.4 2.7<br />

CGT asset – – (22.1)<br />

Other – – 0.6<br />

Net (overprovision)/underprovision for prior year (0.3) – 1.3<br />

The Company has historically filed, and continues to file, all required income taxation returns. Management believes that the principles<br />

applied in determining the Company’s taxation obligations are consistent with the principles and interpretations of South African taxation<br />

laws.<br />

Included in the current year’s deferred taxation expense is an amount of R1,280 million relating to the deferred taxation on the CGT<br />

base cost of the investments which are held for sale.<br />

The decrease in the deferred taxation expense is mainly due to the temporary difference on CGT as well as the decrease in STC<br />

taxation credits.<br />

South African normal rate of taxation has decreased from 29% to 28% effective from the March 31, 2009 financial year.


Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

<strong>Telkom</strong> Annual Report 2009 271<br />

2007 2008 2009<br />

Accumulated Carrying Accumulated Carrying Accumulated Carrying<br />

Cost depreciation value Cost depreciation value Cost depreciation value<br />

Rm Rm Rm Rm Rm Rm Rm Rm Rm<br />

9. PROPERTY,<br />

PLANT AND<br />

EQUIPMENT<br />

Freehold land<br />

and buildings<br />

Leasehold<br />

4,381 (1,829) 2,552 4,581 (1,988) 2,593 4,886 (2,128) 2,758<br />

buildings<br />

Network<br />

496 (299) 197 534 (348) 186 519 (355) 164<br />

equipment<br />

Support<br />

49,780 (25,774) 24,006 52,952 (27,366) 25,586 57,438 (29,470) 27,968<br />

equipment<br />

Furniture and<br />

office<br />

3,584 (2,209) 1,375 3,863 (2,377) 1,486 3,916 (2,479) 1,437<br />

equipment<br />

Data processing<br />

equipment and<br />

345 (236) 109 372 (265) 107 387 (286) 101<br />

software<br />

Under<br />

4,758 (3,022) 1,736 4,951 (3,103) 1,848 5,041 (3,309) 1,732<br />

construction 2,530 – 2,530 3,362 – 3,362 2,907 – 2,907<br />

Other 456 (347) 109 476 (371) 105 694 (416) 278<br />

66,330 (33,716) 32,614 71,091 (35,818) 35,273 75,788 (38,443) 37,345<br />

Fully depreciated assets with a cost of R155 million (2008: R498 million; 2007: R1,225 million) were derecognised in the 2009 financial<br />

year. This has reduced both the cost and accumulated depreciation of property, plant and equipment.<br />

Property, plant and equipment with a carrying value of R158 million (2008: R188 million; 2007: R203 million) are pledged as security.<br />

Details of the loans are disclosed in note 23.


272<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

9. PROPERTY, PLANT AND EQUIPMENT (continued)<br />

The carrying amounts of property, plant and equipment can be reconciled as follows:<br />

Carrying Carrying<br />

value at Write-offs value at<br />

beginning and end<br />

of year Additions Transfers reversals Disposals Depreciation of year<br />

Rm Rm Rm Rm Rm Rm Rm<br />

2009<br />

Freehold land and buildings 2,593 258 81 (5) (2) (167) 2,758<br />

Leasehold buildings 186 2 – – – (24) 164<br />

Network equipment 25,586 2,830 2,292 (141) (71) (2,528) 27,968<br />

Support equipment 1,486 127 118 (12) – (282) 1,437<br />

Furniture and office equipment 107 7 8 – – (21) 101<br />

Data processing equipment<br />

and software 1,848 145 63 (4) – (320) 1,732<br />

Under construction 3,362 2,281 (2,627) (109) – – 2,907<br />

Other 105 216 14 (1) – (56) 278<br />

35,273 5,866 (51) (272) (73) (3,398) 37,345<br />

2008<br />

Freehold land and buildings 2,552 198 22 (3) (8) (168) 2,593<br />

Leasehold buildings 197 7 30 – – (48) 186<br />

Network equipment 24,006 2,693 1,308 (96) (88) (2,237) 25,586<br />

Support equipment 1,375 257 117 (7) – (256) 1,486<br />

Furniture and office equipment 109 26 1 – – (29) 107<br />

Data processing equipment<br />

and software 1,736 268 161 (14) – (303) 1,848<br />

Under construction 2,530 2,588 (1,725) (31) – – 3,362<br />

Other 109 7 10 – – (21) 105<br />

32,614 6,044 (76) (151) (96) (3,062) 35,273<br />

2007<br />

Freehold land and buildings 2,610 102 (8) 17 – (169) 2,552<br />

Leasehold buildings 240 – – – (14) (29) 197<br />

Network equipment 23,253 2,599 847 (190) (240) (2,263) 24,006<br />

Support equipment 1,134 352 105 (13) – (203) 1,375<br />

Furniture and office equipment 104 11 5 – – (11) 109<br />

Data processing equipment<br />

and software 1,779 303 (48) (9) – (289) 1,736<br />

Under construction 1,316 2,163 (912) (37) – – 2,530<br />

Other 52 16 72 (1) – (30) 109<br />

30,488 5,546 61 (233) (254) (2,994) 32,614<br />

Full details of land and buildings are available for inspection at the registered offices of the Company.<br />

The Company does not have temporarily idle property, plant and equipment.<br />

A major portion of this capital expenditure relates to the expansion of existing networks and services. An extensive build programme that<br />

provides capacity for growth in services, with focus on the Next Generation Network technologies, has resulted in an increase in property,<br />

plant and equipment additions which is expected to continue over the next few years.<br />

Included in the current year’s additions in the other category is an amount of R179 million (2008: R31 million; 2007: RNil) that relates<br />

to finance leases.<br />

An amount of R71 million (2008: R88 million; 2007: R240 million) under property, plant and equipment disposals relates to the<br />

reclassification of Customer Premises Equipment at the start of the lease. These disposals are as a result of the Company entering into a<br />

leasing arrangement.


Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

10. INTANGIBLE<br />

ASSETS<br />

<strong>Telkom</strong> Annual Report 2009 273<br />

2007 2008 2009<br />

Accumulated Carrying Accumulated Carrying Accumulated Carrying<br />

Cost amortisation value Cost amortisation value Cost amortisation value<br />

Rm Rm Rm Rm Rm Rm Rm Rm Rm<br />

Trademarks,<br />

copyrights<br />

and FIFA brand 52 (52) – 197 (59) 138 457 (203) 254<br />

Software<br />

Under<br />

5,306 (2,913) 2,393 6,239 (3,312) 2,927 7,031 (3,785) 3,246<br />

construction 1,109 – 1,109 741 – 741 488 – 488<br />

6,467 (2,965) 3,502 7,177 (3,371) 3,806 7,976 (3,988) 3,988<br />

The carrying amounts of intangible assets can be reconciled as follows:<br />

Carrying Carrying<br />

value at value at<br />

beginning end<br />

of year Additions Transfers Write-offs Disposals Amortisation of year<br />

Rm Rm Rm Rm Rm Rm Rm<br />

2009<br />

Trademarks, copyrights<br />

and FIFA brand 138 260 – – – (144) 254<br />

Software 2,927 207 607 (1) – (494) 3,246<br />

Under construction 741 357 (555) (55) – – 488<br />

3,806 824 52 (56) – (638) 3,988<br />

2008<br />

Trademarks and copyrights – 144 – – – (6) 138<br />

Software 2,393 250 688 (2) – (402) 2,927<br />

Under construction 1,109 353 (612) (109) – – 741<br />

3,502 747 76 (111) – (408) 3,806<br />

2007<br />

Software 1,804 323 575 (4) – (305) 2,393<br />

Under construction 1,063 729 (636) (47) – – 1,109<br />

2,867 1,052 (61) (51) – (305) 3,502<br />

There are no intangible assets whose title is restricted, or that have been pledged as security for liabilities at March 31, 2009.<br />

Intangible assets that are material to the Company consist of Software, Copyrights and Trademarks whose average remaining amortisation<br />

period is 5.6 years (2008: 5.9 years; 2007: 6.58 years).<br />

No intangible asset has been assessed as having an indefinite useful life.


274<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

2007 2008 2009<br />

Rm Rm Rm<br />

11. INVESTMENTS 887 3,883 7,693<br />

Special purpose entity – cell captive<br />

Cost 535 535 535<br />

Subsidiaries 352 3,348 7,158<br />

Trudon (formerly TDS Directory Operations) (Proprietary) Limited<br />

64.90% shareholding at cost 167 167 167<br />

Swiftnet (Proprietary) Limited**<br />

100% shareholding at cost 25 25 –<br />

Rossal No 65 (Proprietary) Limited – – –<br />

100% shareholding at cost (R100) – – –<br />

Acajou Investments (Proprietary) Limited<br />

100% shareholding at cost (R100) – – –<br />

Intekom (Proprietary) Limited<br />

100% shareholding at cost 10 10 10<br />

Q-Trunk (Proprietary) Limited – – –<br />

100% shareholding at cost 10 10 10<br />

Loan 30 26 22<br />

Impairment (40) (36) (32)<br />

<strong>Telkom</strong> Media (Proprietary) Limited** – 109 –<br />

75% shareholding at cost (R2,868) – – –<br />

Loan – 326 –<br />

Impairment of loan – (217) –<br />

Africa Online Limited 150 212 275<br />

100% shareholding at cost 150 150 150<br />

Impairment of investment – (12) (97)<br />

Loan – 74 222<br />

Multi-Links Telecommunications Limited* – 840 5,595<br />

25% shareholding at cost – – 1,339<br />

Impairment of investment – – (969)<br />

Loan – 840 5,225<br />

<strong>Telkom</strong> Communications International (Proprietary) Limited<br />

100% shareholding at cost (R12) – – –<br />

<strong>Telkom</strong> International (Proprietary) Limited* – 1,985 1,111<br />

100% shareholding at cost (R100) – – –<br />

Loan – 1,985 1,985<br />

Impairment of loan – – (874)<br />

Available-for-sale<br />

Unlisted investment<br />

Rascom<br />

0.69% (2008: 0.69%; 2007: 0.69%) interest in Regional African<br />

Satellite Communications Organisation, headquartered in Abidjan,<br />

Ivory Coast, at cost – – –<br />

Cost 1 1 1<br />

Impairment (1) (1) (1)<br />

Incorporation<br />

The subsidiaries and joint venture are all incorporated in the Republic of South Africa, with the exception of <strong>Telkom</strong> Communications<br />

International (Proprietary) Limited and Africa Online Limited that are incorporated in the Republic of Mauritius, and Multi-Links<br />

Telecommunications (Proprietary) Limited, which is incorporated in Nigeria.<br />

* The 75% shareholding in Multi-Links Telecommunications Limited is an indirect investment through <strong>Telkom</strong> International (Proprietary) Limited.<br />

** The investments Swiftnet (Proprietary) Limited and <strong>Telkom</strong> Media (Proprietary) Limited are both classified as assets held for sale in the 2009 financial year<br />

in terms of IFRS5. (Refer to note 16.)<br />

The aggregate directors’ valuation of the above investments is R321 million (2008: R7,658 million; 2007: R6,690 million) based on net<br />

asset values.


Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

12. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT<br />

Risk management<br />

<strong>Telkom</strong> Annual Report 2009 275<br />

Exposure to continuously changing market conditions has made management of financial risk critical for the Company. Treasury policies,<br />

risk limits and control procedures are continuously monitored by the Board of Directors through its audit and risk committee.<br />

The Company holds or issues financial instruments to finance its operations, for the temporary investment of short-term funds and to manage<br />

currency and interest rate risks. In addition, financial instruments such as trade receivables and payables arise directly from the Company’s<br />

operations.<br />

The Company finances its operations primarily by a mixture of issued share capital, retained earnings, long-term and short-term loans. The<br />

Company uses derivative financial instruments to manage its exposure to market risks from changes in interest and foreign exchange rates.<br />

The derivatives used for this purpose are principally interest rate swaps and forward exchange contracts. The Company does not speculate<br />

in derivative instruments.<br />

The table below sets out the classification of financial assets and liabilities:<br />

At fair<br />

value<br />

through Financial<br />

profit liabilities<br />

or loss at Loans Available Total<br />

held for amortised Held-to- and for carrying Fair<br />

trading cost maturity receivables sale value value<br />

Notes Rm Rm Rm Rm Rm Rm Rm<br />

Classes of financial instruments<br />

per balance sheet<br />

2009<br />

Assets 154 – 1,044 15,062 34 16,294 16,460<br />

Trade and other receivables* 17 – – – 6,153 – 6,153 6,153<br />

Investments 11 – – – 7,693 – 7,693 7,693<br />

Finance lease receivable<br />

Assets held for sale and<br />

13 – – – 275 – 275 275<br />

discontinued operations 16 – – – – 34 34 200<br />

Other financial assets 154 – 1,044 – – 1,198 1,198<br />

Repurchase agreements 18 – – 1,044 – – 1,044 1,044<br />

Interest rate swaps 18 4 – – – – 4 4<br />

Forward exchange contracts 18 150 – – – – 150 150<br />

Cash and cash equivalents 19 – – – 941 – 941 941<br />

Liabilities (225) (23,257) – – – (23,482) (24,555)<br />

Interest-bearing debt 23 – (17,704) – – – (17,704) (18,777)<br />

Trade and other payables 27 – (5,424) – – – (5,424) (5,424)<br />

Shareholders for dividend 32 – (23) – – – (23) (23)<br />

Credit facilities utilised 19 – (106) – – – (106) (106)<br />

Other financial liabilities (225) – – – – (225) (225)<br />

Interest rate swaps 18 (72) – – – – (72) (72)<br />

Forward exchange contracts 18 (153) – – – – (153) (153)<br />

(71) (23,257) 1,044 15,062 34 (7,188) (8,095)


276<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

12. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)<br />

At fair value<br />

through Financial<br />

profit or liabilities at Total<br />

loss held amortised Held-to- Loans and Available carrying Fair<br />

for trading cost maturity receivables for sale value value<br />

Notes Rm Rm Rm Rm Rm Rm Rm<br />

Classes of financial instruments<br />

per balance sheet<br />

2008<br />

Assets 443 – – 11,224 – 11,667 11,667<br />

Trade and other receivables* 17 – – – 6,593 – 6,593 6,593<br />

Investments 11 – – – 3,883 – 3,883 3,883<br />

Finance lease receivable 13 – – – 265 – 265 265<br />

Other financial assets 443 – – – – 443 443<br />

Forward exchange contracts 18 443 – – – – 443 443<br />

Cash and cash equivalents 19 – – – 483 – 483 483<br />

Liabilities (168) (18,346) – – – (18,514) (19,029)<br />

Interest bearing debt 23 – (13,362) – – – (13,362) (13,877)<br />

Trade and other payables 27 – (4,923) – – – (4,923) (4,923)<br />

Shareholders for dividend 32 – (20) – – – (20) (20)<br />

Credit facilities utilised 19 – (41) – – – (41) (41)<br />

Other financial liabilities (168) – – – – (168) (168)<br />

Forward exchange contracts 18 (168) – – – – (168) (168)<br />

275 (18,346) – 11,224 – (6,847) (7,362)<br />

Classes of financial instruments<br />

per balance sheet<br />

2007<br />

Assets 229 – – 7,025 – 7,254 7,254<br />

Trade and other receivables* 17 – – – 5,755 – 5,755 5,755<br />

Investments 11 – – – 887 – 887 887<br />

Finance lease receivable 13 – – – 207 – 207 207<br />

Other financial assets 229 – – – – 229 229<br />

Bills of exchange 18 98 – – – – 98 98<br />

Forward exchange contracts 18 131 – – – – 131 131<br />

Cash and cash equivalents 19 – – – 176 – 176 176<br />

Liabilities (155) (13,333) – – – (13,488) (14,849)<br />

Interest bearing debt 23 (98) (8,985) – – – (9,083) (10,444)<br />

Trade and other payables 27 – (4,333) – – – (4,333) (4,333)<br />

Shareholders for dividend 32 – (15) – – – (15) (15)<br />

Credit facilities utilised 19 – – – – – – –<br />

Other financial liabilities (57) – – – – (57) (57)<br />

Interest rate swaps 18 (26) – – – – (26) (26)<br />

Forward exchange contracts 18 (31) – – – – (31) (31)<br />

74 (13,333) – 7,025 – (6,234) (7,595)<br />

* Trade and other receivables are disclosed net of prepayments of R267 million (2008: R266 million; 2007: R165 million).


Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

12. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)<br />

12.1. Fair value of financial instruments<br />

<strong>Telkom</strong> Annual Report 2009 277<br />

Carrying value of all financial instruments noted in the balance sheet approximates fair value except as disclosed below.<br />

The estimated net fair values as at March 31, 2009, have been determined using available market information and appropriate valuation<br />

methodologies as outlined below. This value is not necessarily indicative of the amounts that the Company could realise in the normal course<br />

of business.<br />

Derivatives are recognised at fair value.<br />

The fair values of derivatives are determined using quoted prices or, where such prices are not available, discounted cash flow analysis is<br />

used. These amounts reflect the approximate values of the net derivative position at the balance sheet date.<br />

The carrying value of receivables, bank balances, repurchase agreements and other liquid funds, payables and accruals, approximate<br />

their fair value due to the short-term maturities of these instruments.<br />

The fair values of the borrowings disclosed above are based on quoted prices or, where such prices are not available, the expected future<br />

payments discounted at market interest rates, as a result they differ from carrying values.<br />

The fair values of listed investments are based on quoted market prices.<br />

12.2 Interest rate risk management<br />

Interest rate risk arises from the repricing of the Company’s forward cover and floating rate debt as well as incremental funding or new<br />

borrowings and the refinancing of existing borrowings.<br />

The Company’s policy is to manage interest cost through the utilisation of a mix of fixed and floating rate debt. In order to manage this mix<br />

in a cost efficient manner and to hedge specific exposure in the interest rate repricing profile of the existing borrowings and anticipated<br />

peak additional borrowings, the Company makes use of interest rate derivatives as approved in terms of the Company policy limits. Fixed<br />

rate debt represents approximately 64.86% (2008: 57.03%; 2007: 98.83%) of the total debt. The debt profile of mainly fixed rate debt<br />

has been maintained to limit the Company’s exposure to interest rate increases given the size of the Company’s debt portfolio. There were<br />

no changes in the policies and processes for managing and measuring the risk from the previous period.<br />

The table below summarises the interest rate swaps outstanding as at March 31:<br />

Notional<br />

Weighted<br />

average<br />

coupon<br />

Average amount rate<br />

maturity Currency Rm %<br />

2009<br />

Interest rate swaps outstanding<br />

Pay fixed 2-5 years Z<strong>AR</strong> 2,000 10.84<br />

2008<br />

Interest rate swaps outstanding<br />

Pay fixed – – – –<br />

2007<br />

Interest rate swaps outstanding<br />

Pay fixed < 1 year Z<strong>AR</strong> 1,000 14.67<br />

Pay fixed<br />

The floating rate is based on the three months JIB<strong>AR</strong>, and is settled quarterly in arrears. The interest rate swaps are used to manage<br />

interest rate risk on debt instruments.


278<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

12. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)<br />

12.3. Credit risk management<br />

Credit risk is the risk due to uncertainty in a counterparty’s ability to meet its obligations as they fall due.<br />

Credit risk arises from derivative contracts entered into with financial institutions with a rating of A1 or better. The Company is not exposed<br />

to significant concentrations of credit risk. Credit limits are set on an individual basis. The maximum exposure to the Company from<br />

counterparties in respect of derivative contracts is a net favourable position of R29 million (2008: R289 million; 2007: R103 million). No<br />

collateral is required when entering into derivative contracts. Credit limits are reviewed on an annual basis or when information becomes<br />

available in the market. The Company limits the exposure to any counterparty and exposures are monitored daily. The Company expects<br />

that all counterparties will meet their obligations.<br />

With regard to credit risk arising from other financial assets of the Company, which comprises held-to-maturity investments, financial assets<br />

held at fair value through profit or loss, loans and receivables and available-for-sale assets (other than equity investments), the Company’s<br />

exposure to credit risk arises from a potential default by a counterparty, with a maximum exposure equal to the carrying amount of these<br />

instruments.<br />

The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each type of customer. Management reduces<br />

the risk of irrecoverable debt by improving credit management through credit checks and limits. To reduce the risk of counterparty failure,<br />

limits are set based on the individual ratings of counterparties by well-known ratings agencies. Trade receivables comprise a large<br />

widespread customer base, covering residential, business, government, wholesale, global and corporate customer profiles.<br />

Credit checks are performed on all customers, other than prepaid customers, on application for new services on an ongoing basis where<br />

appropriate.<br />

The Company establishes an allowance for impairment that represents its estimate of incurred losses in respect of trade and other<br />

receivables. The collective loss allowance is determined based on historical data of payment statistics for similar financial assets as well<br />

as expected future cash flows. Refer to note 17.<br />

The Company has provided a financial guarantee to Africa Online Limited for bank loans. At March 31, 2009 there was R26 million<br />

(2008: R23 million; 2007: RNil) outstanding.<br />

<strong>Telkom</strong> guarantees a certain portion of employees’ housing loans. The amount guaranteed differs depending on facts such as employment<br />

period and salary rates. When an employee leaves the employment of <strong>Telkom</strong>, any housing debt guaranteed by <strong>Telkom</strong> is settled before<br />

any pension payout can be made to the employee. The Company recognises a provision when it becomes probable that a guarantee will<br />

be called. There is no provision outstanding in respect of these contingencies. The maximum amount of the guarantee in the event of the<br />

default is R12 million. The fair value of the guarantee at March 31, 2009 was RNil (2008: RNil; 2007: RNil).<br />

Given the deterioration of credit markets, stricter objectives, policies and processes were applied for managing and measuring the risk than<br />

in the previous period.


Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

12. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)<br />

12.3 Credit risk management (continued)<br />

The maximum exposure to credit risk for financial assets at the reporting date by type of customer was:<br />

<strong>Telkom</strong> Annual Report 2009 279<br />

Carrying amount<br />

2007 2008 2009<br />

Rm Rm Rm<br />

Trade receivables 3,831 4,316 4,239<br />

Business and residential 1,924 1,824 1,870<br />

Global, corporate and wholesale 1,701 1,950 1,921<br />

Government 318 368 444<br />

Other 41 334 209<br />

Impairment of trade receivables (153) (160) (205)<br />

Derivatives 229 443 154<br />

Loans receivable – 3,008 6,558<br />

Other receivables* 1,924 2,277 1,914<br />

* Excluding prepayments.<br />

The ageing of trade receivables at the reporting date was:<br />

5,984 10,044 12,865<br />

2007 2008 2009<br />

Rm Rm Rm<br />

Not past due/current 3,250 3,654 3,361<br />

Ageing of past due but not impaired<br />

21 to 60 days 290 320 379<br />

61 to 90 days 70 83 92<br />

91 to 120 days 41 55 62<br />

120+ days 180 204 345<br />

The ageing in the allowance for the impairment of trade<br />

receivables at reporting date was:<br />

3,831 4,316 4,239<br />

Ageing of impaired trade receivables:<br />

Current defaulted 24 26 23<br />

21 to 60 days 21 25 29<br />

61 to 90 days 14 23 18<br />

91 to 120 days 13 16 28<br />

120+ days 81 70 107<br />

153 160 205<br />

The movement in the allowance for impairment in respect of trade receivables during the year is disclosed in note 17.<br />

Included in the allowance for doubtful debts are individually impaired receivables with a balance of R49 million (2008: R32 million; 2007:<br />

R49 million) which have been identified as being unable to service their debt obligation. The impairment recognised represents the<br />

difference between the carrying amount of these trade receivables and the present value of the expected liquidation proceeds. The<br />

Company does not hold any collateral over these balances.<br />

During the 2009 year end the Company renegotiated the terms of trade receivables amounting to R1.9 million from a long outstanding<br />

customer. No impairment losses were recognised.


280<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

12. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)<br />

12.4. Liquidity risk management<br />

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company is exposed to<br />

liquidity risk as a result of uncertain cash flows as well as capital commitments of the Company. Liquidity risk is managed by <strong>Telkom</strong>’s<br />

Corporate Finance division in accordance with policies and guidelines formulated by <strong>Telkom</strong>’s executive committee. In terms of its borrowing<br />

requirements the Company ensures that sufficient facilities exist to meet its immediate obligations. In terms of its long-term liquidity risk, the<br />

Company maintains a reasonable balance between the period over which assets generate funds and the period over which the respective<br />

assets are funded. Short-term liquidity gaps may be funded through repurchase agreements and commercial paper bills.<br />

There were no material changes in the exposure to liquidity risk and its objectives, policies and processes for managing and measuring<br />

the risk during the 2009 financial year.<br />

The table below summarises the maturity profile of the Company’s financial liabilities based on undiscounted contractual cash flow at the<br />

balance sheet date:<br />

Contractual<br />

Carrying cash < 6 6 – 12 1 – 2 2 – 5<br />

amount flows months months years years > 5 years<br />

Notes Rm Rm Rm Rm Rm Rm Rm<br />

2009<br />

Non-derivative financial liabilities<br />

Interest-bearing debt (excluding<br />

finance leases) 23 16,720 18,297 5,059 2,500 1,815 5,167 3,756<br />

Credit facilities utilised 19 106 106 106 – – – –<br />

Trade and other payables 27 5,424 5,528 5,399 129 – – –<br />

Finance lease liabilities 34 984 1,846 82 82 171 516 995<br />

Derivative financial liabilities<br />

Other financial liabilities 18 225 235 147 6 82 – –<br />

Interest rate swaps 72 82 – – 82 – –<br />

Forward exchange contracts 153 153 147 6 – – –<br />

23,459 26,012 10,793 2,717 2,068 5,683 4,751<br />

2008<br />

Non-derivative financial liabilities<br />

Interest-bearing debt (excluding<br />

finance leases) 23 12,505 14,403 4,882 1,200 3,900 1,823 2,598<br />

Credit facilities utilised 19 41 41 41 – – – –<br />

Trade and other payables 27 4,923 4,923 4,609 314 – – –<br />

Finance lease liabilities 34 857 1,794 64 62 123 395 1,150<br />

Derivative financial liabilities<br />

Other financial liabilities<br />

Forward exchange contracts 18 168 168 83 85 – – –<br />

18,494 21,329 9,679 1,661 4,023 2,218 3,748


Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

12. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)<br />

12.4. Liquidity risk management (continued)<br />

Contractual<br />

<strong>Telkom</strong> Annual Report 2009 281<br />

Carrying cash < 6 6 – 12 1 – 2 2 – 5<br />

amount flows months months years years > 5 years<br />

Notes Rm Rm Rm Rm Rm Rm Rm<br />

2007<br />

Non-derivative financial liabilities<br />

Interest-bearing debt (excluding<br />

finance leases) 23 8,231 10,416 1,350 4,680 – 1,806 2,580<br />

Trade and other payables 27 4,333 4,333 3,887 446 – – –<br />

Finance lease liabilities 34 852 1,903 59 61 137 356 1,290<br />

Derivative financial liabilities<br />

Other financial liabilities 18 57 57 51 6 – – –<br />

Interest rate swaps 26 26 26 – – – –<br />

Forward exchange contracts 31 31 25 6 – – –<br />

13,473 16,709 5,347 5,193 137 2,162 3,870<br />

12.5. Foreign currency exchange rate risk management<br />

The Company manages its foreign currency exchange rate risk by economically hedging all identifiable exposures via various financial<br />

instruments suitable to the Company’s risk exposure.<br />

Forward exchange contracts have been entered into to reduce the foreign currency exposure on the Company’s operations and liabilities.<br />

The Company also enters into foreign forward exchange contracts to economically hedge interest expense and purchase and sale<br />

commitments denominated in foreign currencies (primarily United States dollars and euros). The purpose of the Company’s foreign currency<br />

hedging activities is to protect the Company from the risk that the eventual net cash flows will be adversely affected by changes in exchange<br />

rates.<br />

There were no changes in the exposure to foreign currency exchange rate risk and its objectives, policies and processes for managing and<br />

measuring the risk from the previous period.


282<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

12. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)<br />

12.5. Foreign currency exchange rate risk management (continued)<br />

The following table details the foreign forward exchange contracts outstanding at year end:<br />

Foreign<br />

contract Forward<br />

amount amount Fair value<br />

To buy m Rm Rm<br />

2009<br />

Currency<br />

US$ 155 1,477 14<br />

Euro 92 1,205 (24)<br />

Other 36 69 (3)<br />

2008<br />

Currency<br />

US$ 123 915 107<br />

Euro 173 1,923 319<br />

Other 40 166 17<br />

2007<br />

Currency<br />

US$ 165 1,209 2<br />

Euro 102 991 12<br />

Other 68 80 2<br />

To sell<br />

2009<br />

Currency<br />

US$ 99 947 (22)<br />

Euro 35 485 28<br />

Other 21 43 4<br />

2008<br />

Currency<br />

US$ 78 593 (67)<br />

Euro 69 803 (98)<br />

Other 22 105 (2)<br />

2007<br />

Currency<br />

US$ 122 994 88<br />

Euro 50 483 (5)<br />

Other 31 40 1<br />

2,751<br />

3,004<br />

2,280<br />

1,475<br />

1,501<br />

1,517


Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

12. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)<br />

12.5. Foreign currency exchange rate risk management (continued)<br />

<strong>Telkom</strong> Annual Report 2009 283<br />

The Company has various monetary assets and liabilities in currencies other than the Company’s functional currency. The following table<br />

represents the net currency exposure (net carrying amount of foreign denominated monetary assets and liabilities) of the Company<br />

according to the different foreign currencies.<br />

Euro<br />

United<br />

States<br />

Dollar Other<br />

Rm Rm Rm<br />

2009<br />

Net foreign currency monetary assets/(liabilities)<br />

Functional currency of company operation<br />

South African rand 203 6,097 19<br />

2008<br />

Net foreign currency monetary assets/(liabilities)<br />

Functional currency of company operation<br />

South African rand 219 1,117 51<br />

2007<br />

Net foreign currency monetary assets/(liabilities)<br />

Functional currency of company operation<br />

South African rand 282 90 70<br />

Currency swaps<br />

There were no currency swaps in place at March 31, 2009, 2008 and 2007.


284<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

12. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)<br />

12.6 Sensitivity analysis<br />

Interest rate risk<br />

The following table illustrates the sensitivity to a reasonably possible change in the interest rates, with all other variables held constant:<br />

Classes of financial instruments per balance sheet<br />

+1% movement –1% movement<br />

Other Other<br />

movements movements<br />

Profit in equity Profit in equity<br />

Rm Rm Rm Rm<br />

2009<br />

Assets<br />

Trade and other receivables 5 – (5) –<br />

Investments 56 – (56)<br />

Other financial assets 28 – (28) –<br />

Repurchase agreements 10 – (10) –<br />

Interest rate swaps 18 – (18) –<br />

Liabilities<br />

Interest-bearing debt (62) 62<br />

Other financial liabilities 15 – (15) –<br />

Interest rate swaps 15 – (15) –<br />

42 – (42) –<br />

2008<br />

Assets<br />

Trade and other receivables 5 – (5) –<br />

Investments 9 – (9) –<br />

Liabilities<br />

Interest-bearing debt (57) – 57 –<br />

(43) – 43 –


Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

12. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)<br />

12.6 Sensitivity analysis (continued)<br />

Interest rate risk (continued)<br />

<strong>Telkom</strong> Annual Report 2009 285<br />

+1% movement –1% movement<br />

Other Other<br />

movements movements<br />

Profit in equity Profit in equity<br />

Rm Rm Rm Rm<br />

2007<br />

Assets<br />

Trade and other receivables 4 – (4) –<br />

Liabilities<br />

Interest-bearing debt 1 – – –<br />

Other financial liabilities 2 – (2) –<br />

Interest rate swaps 2 – (2) –<br />

7 – (6) –<br />

Foreign exchange currency risk<br />

The following table illustrates the sensitivity to a reasonably possible change in the exchange rates, with all other variables held constant.<br />

+10% movement –10% movement<br />

(depreciation) (appreciation)<br />

Other Other<br />

movements movements<br />

Profit in equity Profit in equity<br />

Rm Rm Rm Rm<br />

Classes of financial instruments per balance sheet<br />

2009<br />

Assets<br />

Trade and other receivables 40 – (40) –<br />

Investments 545 – (545) –<br />

Other financial assets 1 – (1) –<br />

Forward exchange contract 1 – (1)<br />

Liabilities<br />

Interest-bearing debt (14) – 14 –<br />

Trade and other payables (60) – 60 –<br />

Other financial liabilities 128 – (128) –<br />

Forward exchange contract 128 – (128) –<br />

640 – (640) –


286<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

12. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)<br />

12.6 Sensitivity analysis (continued)<br />

Foreign exchange currency risk (continued)<br />

+10% movement –10% movement<br />

(depreciation) (appreciation)<br />

Other Other<br />

movements movements<br />

Profit in equity Profit in equity<br />

Rm Rm Rm Rm<br />

2008<br />

Assets<br />

Trade and other receivables 10 – (10) –<br />

Investments 91 – (91) –<br />

Other financial assets 331 – (331) –<br />

Forward exchange contract 331 – (331) –<br />

Liabilities<br />

Interest-bearing debt (10) – 10 –<br />

Trade and other payables<br />

Other financial liabilities<br />

(95) – 95 –<br />

Forward exchange contract (153) – 153 –<br />

174 – (174) –<br />

2007<br />

Assets<br />

Trade and other receivables 10 – (10) –<br />

Other financial assets 74 – (74) –<br />

Forward exchange contract 74 – (74) –<br />

Liabilities<br />

Interest-bearing debt (10) – 10 –<br />

Trade and other payables (40) – 40 –<br />

Other financial liabilities 11 – (11) –<br />

Forward exchange contract 11 – (11) –<br />

45 – (45) –<br />

2007 2008 2009<br />

R R R<br />

12.7. Exchange rate table (closing rate)<br />

United States dollar 7.248 8.132 9.484<br />

Euro 9.649 12.854 12.617<br />

Pound Sterling 14.189 16.166 13.555<br />

Swedish krona 1.033 1.370 1.153<br />

Japanese yen 0.061 0.082 0.097


Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

12. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)<br />

12.8. Capital management<br />

<strong>Telkom</strong> Annual Report 2009 287<br />

The Board’s policy is to maintain a strong capital base so as to sustain investor, creditor, market confidence and future development of the<br />

business. Capital comprises equity attributable to equity holders of the Company. The Company monitors capital using net debt to EBITDA<br />

ratio. The Company’s policy is to keep the net debt to EBITDA ratio of between 1 and 2 times. Included in net debt are interest-bearing<br />

debts, credit facilities and other financial liabilities, less cash and cash equivalents and other financial assets.<br />

<strong>Telkom</strong> plans on continuing its share buy-back strategy based on certain criteria, including market conditions, availability of cash and other<br />

investment opportunities and needs.<br />

All of <strong>Telkom</strong>’s issued and outstanding ordinary shares, including the class A ordinary share and the class B ordinary share, rank equal for<br />

dividends. No dividend may be declared to a holder of the class A ordinary share or class B ordinary share, unless the same dividend is<br />

declared to holders of all ordinary shares. <strong>Telkom</strong>’s current dividend policy aims to provide shareholders with a competitive return on their<br />

investment, while assuring sufficient reinvestment of profits to enable us to achieve our strategy. <strong>Telkom</strong> may revise its dividend policy from<br />

time to time. The determination to pay dividends, and the amount of the dividends, will depend upon, among other things, the earnings,<br />

financial position, capital requirements, general business conditions, cash flows, net debt levels and share buy-back plans.<br />

The Company has access to financing facilities, the total unused amount of which is R6,226 million at the balance sheet date.<br />

There were no changes in the Company’s approach to capital management during the year.<br />

The Company is not subject to externally imposed capital requirements.<br />

The net debt to EBITDA ratio is as follows:<br />

2007 2008 2009<br />

Rm Rm Rm<br />

Non-current portion of interest-bearing debt 3,308 7,336 10,193<br />

Current portion of interest -bearing debt 5,775 6,026 7,511<br />

Other financial liabilities 57 168 225<br />

Less: Cash and cash equivalents (176) (483) (941)<br />

Plus: Credit facilities utilised – 41 106<br />

Less: Other financial assets (229) (443) (1,198)<br />

Net debt 8,735 12,645 15,896<br />

EBITDA 12,489 11,848 8,704<br />

Net debt to EBITDA ratio 0.70 1.07 1.83


288<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

13. FINANCE LEASE RECEIVABLES<br />

The Company provides voice and non-voice services to its customers, which make use of router and PABX equipment that is dedicated to<br />

specific customers. The disclosed information relates to certain customer arrangements which were assessed to be finance leases in terms<br />

of IAS17.<br />

Total < 1 year 1 – 5 years > 5 years<br />

Rm Rm Rm Rm<br />

2009<br />

Minimum lease payments<br />

Lease payments receivable 360 142 219 –<br />

Unearned finance income (85) (33) (53) –<br />

Present value of minimum lease payments 275 109 166 –<br />

Lease receivables 275 109 166 –<br />

2008<br />

Minimum lease payments<br />

Lease payments receivable 345 135 210 –<br />

Unearned finance income (80) (30) (50) –<br />

Present value of minimum lease payments 265 105 160 –<br />

Lease receivables 265 105 160 –<br />

2007<br />

Minimum lease payments<br />

Lease payments receivable 273 92 181 –<br />

Unearned finance income (66) (21) (45) –<br />

Present value of minimum lease payments 207 71 136 –<br />

Lease receivables 207 71 136 –


Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

<strong>Telkom</strong> Annual Report 2009 289<br />

2007 2008 2009<br />

Rm Rm Rm<br />

14. DEFERRED TAXATION (990) (1,347) (198)<br />

Opening balance (469) (990) (1,347)<br />

Income statement movements (521) (357) 1,149<br />

Temporary differences (520) (412) 1,255<br />

Capital allowances (467) (446) (310)<br />

Provisions and other allowances (94) 191 199<br />

Capital gains taxation asset – – 1,279<br />

Secondary taxation credits raised/(utilised) 41 (157) 87<br />

Underprovision prior year (1) – (106)<br />

Change in taxation rate – 55 –<br />

The balance comprises: (990) (1,347) (198)<br />

Capital allowances (2,527) (2,870) (3,181)<br />

Provisions and other allowances 1,197 1,340 1,434<br />

Capital gains taxation asset – – 1,279<br />

STC taxation credits 340 183 270<br />

Deferred taxation balance is made up as follows: (990) (1,347) (198)<br />

Deferred taxation assets 340 183 1,549<br />

Deferred taxation liabilities (1,330) (1,530) (1,747)<br />

Unutilised STC credits 2,718 1,830 2,700<br />

Secondary taxation on companies (STC) is provided for at a rate of 10% on the amount by which dividends declared by the Company<br />

exceeds dividends received. The deferred taxation asset is raised as it is probable that it will be utilised in future. The asset will be released<br />

as a taxation expense when dividends are declared.<br />

The deferred taxation asset represents STC credits on past dividends received that are available to be utilised against dividends declared.<br />

The deferred taxation asset also includes deferred tax on capital gains tax (CGT) base cost of the Vodacom Group (Proprietary) Limited<br />

and Swiftnet (Proprietary) Limited (Swiftnet) investments that will be utilised against the future CGT liability on the Vodacom and Swiftnet<br />

transactions. It is considered probable that these credits will be utilised in the future. The asset will be released as a taxation expense when<br />

dividends are declared and when the CGT liability arises.<br />

The deferred taxation liability increased mainly due to the increase in the difference between the carrying value and taxation value of<br />

assets, as a result of the change in the estimate of useful lives of assets.


290<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

2007 2008 2009<br />

Rm Rm Rm<br />

15. INVENTORIES 839 873 1,331<br />

Gross inventories 972 1,072 1,522<br />

Write-down of inventories to net realisable value (133) (199) (191)<br />

Inventories consist of the following categories: 839 873 1,331<br />

Installation material, maintenance material and<br />

network equipment 771 827 1,048<br />

Merchandise 68 46 284<br />

Write-down of inventories to net realisable value 133 199 191<br />

Opening balance 63 133 199<br />

Charged to selling, general and administrative expenses 152 164 167<br />

Inventories written-off (82) (98) (174)<br />

Inventory levels as at March 31, 2009, 2008 and 2007 have<br />

increased due to the accelerated roll-out of the Next Generation<br />

Network required to improve customer service, and the<br />

acquisition of merchandise for the W-CDMA roll-out.<br />

16. ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS 34<br />

16.1 Assets held for sale<br />

Joint venture<br />

34<br />

Vodacom Group (Proprietary) Limited (Vodacom) –<br />

50% shareholding at cost (R50)<br />

In the current financial year the Company announced a decision<br />

to dispose of its entire shareholding in Vodacom through selling<br />

15% of its shareholding to Vodafone, a wholly owned subsidiary<br />

of Vodafone Group Plc and unbundling its remaining 35% stake<br />

to its shareholders pursuant to a listing of Vodacom on the main<br />

board of the JSE Limited. The decision was taken in line with the<br />

Company’s strategy to unlock shareholder value.<br />

This investment is reclassified as held-for-sale in terms of IFRS5<br />

as all the requirements for being classified as held-for-sale are met.<br />

Subsidiary<br />

Swiftnet (Proprietary) Limited (Swiftnet) 34<br />

100% shareholding at cost 25<br />

Loan 9<br />

In February 2009, <strong>Telkom</strong>’s management took a decision to dispose of its 100% investment in Swiftnet, trading under the name Fastnet<br />

Wireless Services. Swiftnet has been classified as held for sale as all criteria for this classification have been met.


Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

16. ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS (continued)<br />

16.2 Discontinued operations<br />

Subsidiary<br />

<strong>Telkom</strong> Media (Proprietary) Limited<br />

<strong>Telkom</strong> Annual Report 2009 291<br />

On August 31, 2006, <strong>Telkom</strong> created a new subsidiary, <strong>Telkom</strong> Media (Proprietary) Limited with a black economic empowerment (BEE)<br />

shareholding. ICASA awarded <strong>Telkom</strong> Media a commercial satellite and cable subscription broadcast licence on September 12, 2007.<br />

On March 31, 2008, the <strong>Telkom</strong> Board took a decision to substantially reduce its investment in <strong>Telkom</strong> Media and as such <strong>Telkom</strong> Media<br />

reduced its operational expenses and commitments to a minimum.<br />

<strong>Telkom</strong> Media was classified as held for sale in September 2008 interim financial statements. At year end the investment did not meet the<br />

held for sale criteria as management was unable to sell the investment for its expected price and therefore decided to abandon it.<br />

2007 2008 2009<br />

Rm Rm Rm<br />

17. TRADE AND OTHER RECEIVABLES 5,920 6,859 6,420<br />

Trade receivables 3,831 4,316 4,239<br />

Gross trade receivables 3,984 4,476 4,444<br />

Impairment of receivables (153) (160) (205)<br />

Prepayments and other receivables 2,089 2,543 2,181<br />

Impairment allowance account for receivables 153 160 205<br />

Opening balance 184 153 160<br />

Charged to selling, general and administrative expenses 137 217 285<br />

Receivables written-off (168) (210) (240)<br />

Refer to note 12 for detailed credit risk analysis.<br />

18. OTHER FINANCIAL ASSETS AND LIABILITIES 229 443 1,198<br />

Other financial assets consist of:<br />

Held-to-maturity<br />

Repurchase agreements – – 1,044<br />

At fair value through profit or loss 229 443 154<br />

Bills of exchange 98 – –<br />

Derivative instruments (refer to note 12) 131 443 154<br />

Repurchase agreements<br />

The Company manages a portfolio of repurchase agreements in the<br />

South African capital and money markets, with a view to generating<br />

additional investment income on the favourable interest rates provided<br />

on these transactions. Interest received from the borrower is based on<br />

the current market related yield. There were no repurchase agreements<br />

held at March 31, 2008 and 2007.<br />

Bills of exchange<br />

The fair value of bills of exchange has been calculated with reference<br />

to the Bond Exchange of South Africa quoted prices.<br />

Derivative instruments<br />

Derivative assets at fair value consists of interest rate swaps of R4 million<br />

(2008: RNil; 2007: RNil) and forward exchange contracts of R150 million<br />

(2008: R443 million; 2007: R131 million).<br />

Other financial liabilities consist of:<br />

At fair value through profit or loss<br />

Derivative instruments (57) (168) (225)<br />

Derivative liabilities at fair value consists of interest rate swaps of R72 million (2008: RNil; 2007: R26 million) and forward exchange<br />

contracts of R153 million (2008: R168 million; 2007: R31 million).


292<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

19. CASH AND CASH EQUIVALENTS<br />

2007 2008 2009<br />

Rm Rm Rm<br />

Cash shown as current assets 176 483 941<br />

Cash and bank balances 76 83 601<br />

Short-term deposits 100 400 340<br />

Credit facilities utilised – (41) (106)<br />

Net cash and cash equivalents 176 442 835<br />

Undrawn borrowing facilities 6,566 5,894 6,226<br />

The undrawn borrowing facilities are unsecured when drawn, bear interest at a rate that will be mutually agreed between the borrower<br />

and lender at the time of drawdown, have no specific maturity date, are subject to annual review and are in place to ensure liquidity. At<br />

March 31, 2009, R3,000 million of these undrawn facilities were committed.<br />

Borrowing powers<br />

To borrow money, <strong>Telkom</strong>’s directors may mortgage or encumber <strong>Telkom</strong>’s property or any part thereof and issue debentures, whether<br />

secured or unsecured, whether outright or as security for debt, liability or obligation of <strong>Telkom</strong> or any third party. For this purpose the<br />

borrowing powers of <strong>Telkom</strong> are unlimited, but are subject to restrictive financial covenants of the loan facility as indicated on note 23.


Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

20. SH<strong>AR</strong>E CAPITAL<br />

Authorised and issued share capital and share premium are<br />

made up as follows:<br />

<strong>Telkom</strong> Annual Report 2009 293<br />

2007 2008 2009<br />

Rm Rm Rm<br />

Authorised 10,000 10,000 10,000<br />

999,999,998 ordinary shares of R10 each 10,000 10,000 10,000<br />

1 class A ordinary share of R10 – – –<br />

1 class B ordinary share of R10 – – –<br />

Issued and fully paid 5,329 5,208 5,208<br />

520,783,898 (2008: 520,784,184; 2007: 532,855,528)<br />

ordinary shares of R10 each 5,329 5,208 5,208<br />

1 (2008: 1; 2007: 1) class A ordinary share of R10 – – –<br />

1 (2008: 1; 2007: 1) class B ordinary share of R10 – – –<br />

The following table illustrates the movement in the number of shares issued:<br />

Number of Number of Number of<br />

shares shares shares<br />

Shares in issue at beginning of year 544,944,901 532,855,530 520,784,186<br />

Shares bought back and cancelled (12,089,371) (12,071,344) (286)<br />

Shares in issue at end of year 532,855,530 520,784,186 520,783,900<br />

Full details of the voting rights of ordinary, class A and class B shares are documented in the articles of association of the Company.<br />

Share buy-back<br />

During the financial year <strong>Telkom</strong> bought back 286 ordinary shares at a total consideration of R30,425. The shares were bought back and<br />

cancelled in order to allow <strong>Telkom</strong> shareholders to participate in the proposed unbundling of Vodacom Group on a one to one basis. This<br />

reduced share capital by R2,860 and retained earnings by R27,565.<br />

During the year ended March 31, 2008 <strong>Telkom</strong> bought back 12,071,344 ordinary shares at a total consideration of R1,647 million.<br />

This reduced share capital by R121 million and retained earnings by R1,526 million.<br />

During the year ended March 31, 2007, <strong>Telkom</strong> bought back 12,089,371 ordinary shares at a total consideration of R1,596 million.<br />

This reduced share capital by R120 million, share premium by R1,342 million and retained earnings by R134 million.<br />

Capital management<br />

Refer to note 12 for detailed capital management disclosure.


294<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

2007 2008 2009<br />

Rm Rm Rm<br />

21. TREASURY SH<strong>AR</strong>E RESERVE (1,778) (1,642) (1,521)<br />

This reserve represents amounts paid by <strong>Telkom</strong> to Rossal No 65<br />

(Proprietary) Limited and Acajou Investments (Proprietary) Limited,<br />

subsidiaries, for the acquisition of the Company’s shares to be<br />

utilised in terms of the <strong>Telkom</strong> Conditional Share Plan (TCSP).<br />

Treasury shares<br />

At March 31, 2009, 11,646,680 (2008: 10,493,141;<br />

2007: 12,237,016) and 8,143,556 (2008: 10,849,058;<br />

2007: 10,849,058) ordinary shares in <strong>Telkom</strong>, with a fair value of<br />

R1,229 million (2008: R1,377 million; 2007: R2,031 million) and<br />

R859 million (2008: R1,423 million; 2007: R1,801 million) are<br />

held as treasury shares by its subsidiaries Rossal No 65 (Proprietary)<br />

Limited and Acajou Investments (Proprietary) Limited, respectively.<br />

The shares held by Rossal No 65 (Proprietary) Limited and Acajou<br />

Investments (Proprietary) Limited are reserved for issue in terms of the TCSP.<br />

The decrease in the number of treasury shares is due to 1,552,029<br />

(2008: 1,743,375; 2007: 450,505) shares that vested in terms<br />

of the TCSP during the current financial year.<br />

The fair value of these shares at the date of vesting was R228 million<br />

(2008: R301 million; 2007: R59 million).<br />

22. SH<strong>AR</strong>E-BASED COMPENSATION RESERVE<br />

This reserve represents the cumulative grant fair value of the equitysettled<br />

share-based payment transactions recognised in employee<br />

expenses over the vesting period of the equity instruments granted<br />

to employees in terms of the <strong>Telkom</strong> Conditional Share Plan<br />

(refer to note 25).<br />

No consideration is payable on the shares issued to employees,<br />

but performance criteria will have to be met in order for the granted<br />

shares to vest. The ultimate number of shares that will vest may differ<br />

based on certain individual and <strong>Telkom</strong> performance conditions being<br />

met. The related compensation expense is recognised over the vesting<br />

period of the shares granted, commencing on the grant date.<br />

The following table illustrates the movement within the share-based<br />

compensation reserve:<br />

Balance at beginning of year 151 257 643<br />

Net increase in equity 106 386 433<br />

Employee cost 141 522 554<br />

Vesting and transfer of shares (35) (136) (121)<br />

Balance at end of year 257 643 1,076<br />

At March 31, 2009 the estimated total compensation expense to be recognised over the vesting period was R1,824 million (2008:<br />

R2,151 million; 2007: R580 million), of which R554 million (2008: R522 million; 2007: R141 million) was recognised in employee<br />

expenses for the year.


Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

23. INTEREST-BE<strong>AR</strong>ING DEBT<br />

<strong>Telkom</strong> Annual Report 2009 295<br />

2007 2008 2009<br />

Rm Rm Rm<br />

Non-current interest-bearing debt 3,308 7,336 10,193<br />

Total interest-bearing debt (refer to note 12) 9,083 13,362 17,704<br />

Gross interest-bearing debt 10,416 14,403 18,296<br />

Discount on debt instruments issued (2,185) (1,898) (1,576)<br />

Finance leases 852 857 984<br />

Less: Current portion of interest-bearing debt (5,775) (6,026) (7,511)<br />

Local debt (5,771) (6,000) (7,476)<br />

Locally registered <strong>Telkom</strong> debt instruments (4,432) – –<br />

Call borrowings – (2,600) –<br />

Term loans – – (2,000)<br />

Commercial paper bills (1,339) (3,400) (5,476)<br />

Foreign debt – – –<br />

Finance leases (4) (26) (35)<br />

Total interest-bearing debt is made up as follows: 9,083 13,362 17,704<br />

(a) Local debt 8,125 12,365 16,582<br />

Locally registered <strong>Telkom</strong> debt instruments 6,786 8,164 11,106<br />

Name, maturity, rate p.a., nominal value<br />

TK01, 2008, 10%, RNil (2008: RNil; 2007: R4,680 million) 4,432 – –<br />

TL12, 2012, 12.45%, R1,060 million (2008: RNil;<br />

2007: RNil) – – 1,059<br />

TL15, 2015, 11.9%, R1,160 million (2008: RNil;<br />

2007: RNil) – – 1,159<br />

TL20, 2020, 6%, R2,500 million (2008: R2,500 million;<br />

2007: R2,500 million) 1,246 1,283 1,325<br />

PP02, 2010, 0%, R430 million (2008: R430 million;<br />

2007: R430 million) 264 304 349<br />

PP03, 2010, 0%, R1,350 million (2008: R1,350 million;<br />

2007: R1,350 million) 844 977 1,131<br />

Call borrowings, 2009, 11.58%, RNil (2008: R2,600 million;<br />

2007: RNil) – 2,600 –<br />

Term loans, 2010, 9.67%, R2,000 million (2008: R3,000 million;<br />

2007: RNil) – 3,000 2,000<br />

Syndicated loans, 2014, 11.46%, R4,100 million (2008: RNil;<br />

2007: RNil) – – 4,083<br />

Total interest-bearing debt is made up of R17,704 million debt at amortised cost (2008: R13,362 million debt at amortised cost; 2007:<br />

R8,985 million debt at amortised cost and R98 million debt at fair value through profit or loss).


296<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

23. INTEREST-BE<strong>AR</strong>ING DEBT (continued)<br />

Local bonds<br />

The local <strong>Telkom</strong> bonds are unsecured, but a Side letter to the Subscription<br />

Agreement (as amended) of the TL20 bond contains a number of restrictive<br />

covenants which, if not met, could result in the early redemption of the loan.<br />

The local bonds limit <strong>Telkom</strong>’s ability to create encumbrances on revenue or<br />

assets, and secure any indebtedness without securing the outstanding bonds<br />

equally and rateably with such indebtedness. The term loan agreements<br />

limit <strong>Telkom</strong>’s ability to encumber, cede, assign, sell or otherwise dispose<br />

of a material portion of its assets without prior written consent of the Lenders,<br />

which will not be unreasonably withheld. The syndicated loan agreement<br />

contains restrictive covenants as well as restrictions on encumbrances,<br />

disposals, Group guarantees and Group loans.<br />

2007 2008 2009<br />

Rm Rm Rm<br />

Commercial paper bills<br />

Rate p.a., nominal value<br />

2009, 11.44% (2008: 11.71%; 2007: 9.04%), R5,559 million<br />

(2008: R4,383 million; 2007: R1,350 million)<br />

1,339 4,201 5,476<br />

(b) Foreign debt<br />

Maturity, rate p.a., nominal value<br />

Euro: 2010 – 2025, 0.10% – 0.14% (2008: 0.10% – 0.14%;<br />

2007: 0.10% – 0.14%), e11 million (2008: e11 million;<br />

2007: e11 million)<br />

106 140 138<br />

(c) Finance leases<br />

The finance leases are secured by buildings with a carrying value of<br />

R152 million (2008: R174 million; 2007: R197 million) and office<br />

equipment with a book value of R6 million (2008: R14 million;<br />

2007: R6 million) (refer to note 9). These amounts are repayable<br />

within periods ranging from 1 to 11 years. Interest rates vary<br />

between 13.43% and 37.78%.<br />

852 857 984<br />

Included in non-current and current debt is:<br />

Debt guaranteed by the South African Government 4,537 140 138<br />

The Company may issue or re-issue locally registered debt instruments in terms of the Post Office Amendment Act 85 of 1991. The<br />

borrowing powers of the Company are set out as per note 19.<br />

Repayments/refinancing of current portion of interest-bearing debt<br />

The Company issued new local bonds, the TL12 and TL15 with a nominal value of R1,060 million and R1,160 million respectively and<br />

entered into a syndicated loan agreement with a nominal value of R4,100 million during the current year. Commercial Paper Bills with a<br />

nominal value of R11,025 million were issued and Commercial Paper debt with a nominal value of R9,849 million was repaid during the<br />

current year.<br />

The R7,559 million nominal value of current portion of interest-bearing debt as at March 31, 2009 is expected to be repaid/refinanced<br />

from proceeds of the Vodacom sale.<br />

Management believes that sufficient funding facilities will be available at the date of repayment/refinancing.


Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

<strong>Telkom</strong> Annual Report 2009 297<br />

2007 2008 2009<br />

Rm Rm Rm<br />

24. PROVISIONS 1,203 1,445 1,830<br />

Employee related 2,351 2,477 3,079<br />

Annual leave 363 364 415<br />

Balance at beginning of year 316 363 364<br />

Charged to employee expenses 53 10 66<br />

Leave paid (6) (9) (15)<br />

Post-retirement medical aid (refer to note 25) 1,120 1,336 1,723<br />

Balance at beginning of year 2,589 1,120 1,336<br />

Interest cost 285 321 426<br />

Current service cost 83 84 95<br />

Expected return on plan asset (188) (257) (223)<br />

Actuarial loss 149 129 157<br />

Termination settlement – – (5)<br />

Plan asset – initial recognition (1,720) – –<br />

Contributions paid (78) (61) (63)<br />

Telephone rebates (refer to note 25) 282 287 325<br />

Balance at beginning of year 198 282 287<br />

Interest cost 19 22 39<br />

Current service cost 4 3 6<br />

Past service cost 76 2 2<br />

Actuarial loss 5 – 14<br />

Benefits paid (20) (22) (23)<br />

Bonus 586 490 616<br />

Balance at beginning of year 637 586 490<br />

Charged to employee expenses 656 473 577<br />

Payments made (707) (569) (451)<br />

Non-employee related 558 608 704<br />

Supplier dispute (refer to note 35) 527 569 664<br />

Balance at beginning of year – 527 569<br />

Net movements 527 42 95<br />

Other 31 39 40<br />

Less: Current portion of provisions (1,706) (1,640) (1,953)<br />

Annual leave (363) (364) (415)<br />

Post-retirement medical aid (185) (185) (224)<br />

Telephone rebates (26) (26) (29)<br />

Bonus (586) (490) (616)<br />

Supplier dispute (refer to note 35) (527) (569) (664)<br />

Other (19) (6) (5)


298<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

24. PROVISIONS (continued)<br />

Annual leave<br />

In terms of the Company’s policy, employees are entitled to accumulate vested leave benefits not taken within a leave cycle, to a cap of<br />

22 days which must be taken within an 18 month leave cycle. The leave cycle is reviewed annually and is in accordance with legislation.<br />

Bonus<br />

The bonus scheme consists of performance bonuses which are dependent on achievement of certain financial and non-financial targets.<br />

The bonus is payable to all qualifying employees bi-annually after the Company’s results have been made public.<br />

Supplier dispute<br />

The Company provided R664 million (2008: R569 million; 2007: R527 million) for its estimate of the probable liability as discussed in<br />

note 35. The net movement in the provision of R95 million consists of finance charges and fair value movements.<br />

Other<br />

Included in other provisions is an amount provided for asset retirement obligations.<br />

25. EMPLOYEE BENEFITS<br />

The Company provides benefits for all its permanent employees through the <strong>Telkom</strong> Pension Fund and the <strong>Telkom</strong> Retirement Fund.<br />

Membership to one of the funds is compulsory. In addition, certain retired employees receive medical aid benefits and a telephone rebate.<br />

The liabilities for all of the benefits are actuarially determined in accordance with accounting requirements each year. In addition, statutory<br />

funding valuations for the retirement and pension funds are performed at intervals not exceeding three years.<br />

At March 31, 2009, the Company employed 23,520 employees (2008: 24,879; 2007: 25,864).<br />

Actuarial valuations were performed by qualified actuaries to determine the benefit obligation, plan asset and service costs for the pension<br />

and retirement funds for each of the financial periods presented.<br />

The <strong>Telkom</strong> Pension Fund<br />

The <strong>Telkom</strong> Pension Fund is a defined benefit fund that was established in terms of the Post Office Amendment Act 85, of 1991.<br />

The latest actuarial valuation performed at March 31, 2009 indicates that the pension fund is in a surplus position of R94 million after<br />

unrecognised gains. The recognition of the surplus is limited due to the application of the asset limitation criteria in IAS19 (revised).<br />

With effect from July 1, 1995, the <strong>Telkom</strong> Pension Fund was closed to new members. During the year ended March 31, 2007 a settlement<br />

event occurred in the <strong>Telkom</strong> Pension Fund whereby 106 members were transferred to the <strong>Telkom</strong> Retirement Fund. The funded status of the<br />

<strong>Telkom</strong> Pension Fund is disclosed below.


Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

25. EMPLOYEE BENEFITS (continued)<br />

<strong>Telkom</strong> Annual Report 2009 299<br />

2007 2008 2009<br />

Rm Rm Rm<br />

The <strong>Telkom</strong> Pension Fund<br />

The net periodic retirement costs include the following components:<br />

Interest and service cost on projected benefit obligations 22 21 21<br />

Expected return on plan assets (19) (27) (28)<br />

Recognised actuarial loss/(gain) 9 (16) –<br />

Settlement loss/(gain) 21 (2) (3)<br />

Asset limitation – 29 39<br />

Net periodic pension expense recognised 33 5 29<br />

Pension fund contributions (refer to note 5.1) 8 5 (1)<br />

The status of the pension plan obligation is as follows:<br />

At beginning of year 281 205 204<br />

Interest and service cost 22 21 21<br />

Employee contributions 2 2 2<br />

Benefits paid (2) (3) (5)<br />

Settlements (70) (15) (22)<br />

Actuarial gain (28) (6) (1)<br />

Benefit obligation at end of year 205 204 199<br />

Plan assets at fair value:<br />

At beginning of year 243 284 311<br />

Expected return on plan assets 19 27 28<br />

Benefits paid (2) (3) (5)<br />

Contributions 10 8 2<br />

Settlements (61) (15) (22)<br />

Actuarial gain/(loss) 75 10 (67)<br />

Plan assets at end of year 284 311 247


300<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

25. EMPLOYEE BENEFITS (continued)<br />

The <strong>Telkom</strong> Pension Fund (continued)<br />

2007 2008 2009<br />

Rm Rm Rm<br />

Present value of funded obligation 205 204 199<br />

Fair value of plan assets (284) (311) (247)<br />

Fund surplus (79) (107) (48)<br />

Unrecognised net actuarial gain/(loss) 25 23 (46)<br />

Net surplus (54) (84) (94)<br />

Asset limitation – 29 39<br />

Recognised net asset (54) (55) (55)<br />

Expected return on plan assets 19 27 28<br />

Actuarial return/(loss) on plan assets 75 10 (67)<br />

Actual return/(loss) on plan assets 94 37 (39)<br />

Principal actuarial assumptions were as follows:<br />

Discount rate (%) 7.5 9.0 8.7<br />

Yield on government bonds (%) 7.5 9.0 8.7<br />

Long-term return on equities (%) 10.5 11.0 12.0<br />

Long-term return on cash (%) 5.5 7.0 7.5<br />

Expected return on plan assets (%) 9.7 9.8 10.5<br />

Salary inflation rate (%) 6.0 7.5 7.2<br />

Pension increase allowance (%) 2.9 4.3 4.0<br />

The overall long-term expected rate of return on assets is 10.5%.<br />

This is based on the portfolio as a whole and not the sum of the<br />

returns of individual asset categories. The expected return takes<br />

into account the asset allocation of the <strong>Telkom</strong> Pension Fund<br />

and expected long-term return of these assets, of which South<br />

African equities and bonds are the largest contributors.<br />

The assumed rates of mortality are determined by reference to<br />

the SA85-90 (Light) Ultimate table, as published by the Actuarial<br />

Society of South Africa, for pre-retirement purposes and the PA(90)<br />

Ultimate table, minus one year age rating as published by the<br />

Institute and Faculty of Actuaries in London and Scotland, for<br />

retirement purposes.<br />

Funding level per statutory actuarial valuation (%) 100.0 100.0 100.0<br />

The number of employees registered under the <strong>Telkom</strong> Pension Fund<br />

The fund portfolio consists of the following:<br />

153 146 123<br />

Equities (%) 74 54 57<br />

Bonds (%) 5 5 25<br />

Cash (%) 3 23 3<br />

Foreign investments (%) 16 18 15<br />

Insurance policies (%) 2 – –<br />

The total expected contributions payable to the pension fund for the next financial year are R1 million.


Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

25. EMPLOYEE BENEFITS (continued)<br />

The <strong>Telkom</strong> Retirement Fund<br />

<strong>Telkom</strong> Annual Report 2009 301<br />

The <strong>Telkom</strong> Retirement Fund was established on July 1, 1995 as a hybrid defined benefit and defined contribution plan. Existing employees<br />

were given the option to either remain in the <strong>Telkom</strong> Pension Fund or to be transferred to the <strong>Telkom</strong> Retirement Fund. All pensioners of the<br />

<strong>Telkom</strong> Pension Fund and employees who retired after July 1, 1995 were transferred to the <strong>Telkom</strong> Retirement Fund. Upon transfer the<br />

Government ceased to guarantee the deficit in the <strong>Telkom</strong> Retirement Fund. Subsequent to July 1, 1995 further transfers of existing<br />

employees occurred.<br />

The <strong>Telkom</strong> Retirement Fund is a defined contribution fund with regard to in-service members. On retirement, an employee is transferred<br />

from the defined contribution plan to a defined benefit plan. <strong>Telkom</strong>, as a guarantor, is contingently liable for any deficit in the <strong>Telkom</strong><br />

Retirement Fund. Moreover, all of the assets in the Fund, including any potential excess, belong to the participants of the scheme. The<br />

Company is unable to benefit from the excess in the form of future reduced contributions.<br />

<strong>Telkom</strong> guarantees any actuarial shortfall of the pensioner pool in the retirement fund. This liability is initially funded through assets of the<br />

retirement fund. The latest actuarial valuation performed at March 31, 2009 indicates that the retirement fund is in a surplus funding position<br />

of R1,549 million after unrecognised losses.<br />

The <strong>Telkom</strong> Retirement Fund is governed by the Pension Funds Act 24 of 1956. In terms of section 37A of this Act, the pension benefits<br />

payable to the pensioners cannot be reduced. If therefore the present value of the funded obligation were to exceed the fair value of plan<br />

assets, <strong>Telkom</strong> would be required to fund the statutory deficit.<br />

The information presented below is intended only to comply with the disclosure requirements of IAS19 (revised) and not to suggest that the<br />

Company has a potential asset with regard to this Fund.<br />

The funded status of the <strong>Telkom</strong> Retirement Fund is disclosed below:<br />

2007 2008 2009<br />

Rm Rm Rm<br />

<strong>Telkom</strong> Retirement Fund<br />

The net periodic retirement costs include the following components:<br />

Interest and service cost on projected benefit obligations 312 493 616<br />

Expected return on plan assets (489) (686) (796)<br />

Recognised actuarial gain (145) – –<br />

Net periodic pension expense not recognised (asset limitation) (322) (193) (180)<br />

Retirement fund contributions (refer to note 5.1) 439 460 460<br />

Benefit obligation:<br />

At beginning of year 4,377 6,581 7,101<br />

Interest cost 312 493 616<br />

Benefits paid (486) (488) (520)<br />

Liability for new pensioners 44 14 143<br />

Actuarial loss/(gain) 2,334 501 (636)<br />

Benefit obligation at end of year 6,581 7,101 6,704<br />

Plan assets at fair value:<br />

At beginning of year 5,973 7,661 7,991<br />

Expected return on plan assets 489 686 796<br />

Benefits paid (486) (488) (520)<br />

Asset backing new pensioners’ liabilities 44 14 143<br />

Actuarial gain/(loss) 1,641 118 (1,735)<br />

Plan assets at end of year 7,661 7,991 6,675


302<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

25. EMPLOYEE BENEFITS (continued)<br />

The <strong>Telkom</strong> Retirement Fund (continued)<br />

2007 2008 2009<br />

Rm Rm Rm<br />

Present value of funded obligation 6,581 7,101 6,704<br />

Fair value of plan assets (7,661) (7,991) (6,675)<br />

Fund (surplus)/deficit (1,080) (890) 29<br />

Unrecognised net actuarial loss (96) (478) (1,578)<br />

Unrecognised net asset (1,176) (1,368) (1,549)<br />

Expected return on plan assets 489 686 796<br />

Actuarial gain/(loss) on plan assets 1,641 118 (1,735)<br />

Actual gain/(loss) on plan assets 2,130 804 (939)<br />

Included in the fair value of plan assets is:<br />

Office buildings occupied by <strong>Telkom</strong> 371 596 619<br />

<strong>Telkom</strong> bonds 21 10 –<br />

<strong>Telkom</strong> shares 284 141 132<br />

The <strong>Telkom</strong> Retirement Fund invests its funds in South Africa and<br />

internationally. Twelve fund managers invest in South Africa and<br />

five of these managers specialise in trades with bonds on behalf<br />

of the Retirement Fund. The international investment portfolio<br />

consists of global equity and hedged funds.<br />

Principal actuarial assumptions were as follows:<br />

Discount rate (%) 7.5 9.0 8.7<br />

Yield on government bonds (%) 7.5 9.0 8.7<br />

Long-term return on equities (%) 10.5 11.0 12.0<br />

Long-term return on cash (%) 5.5 7.0 7.5<br />

Expected return on plan assets (%) 9.3 10.3 10.7<br />

Pension increase allowance (%) 4.5 6.0 4.0<br />

The overall long-term expected rate of return on assets is 10.7%. This is<br />

based on the portfolio as a whole and not the sum of the returns of<br />

individual asset categories. The expected return takes into account the<br />

asset allocation of the <strong>Telkom</strong> Retirement Fund and expected longterm<br />

return on these assets, of which South African equities, foreign<br />

investments and South African index-linked bonds are the largest contributors.<br />

The assumed rates of mortality are determined by reference to the<br />

SA85-90 (Light) Ultimate table, as published by the Actuarial Society of<br />

South Africa, for pre-retirement purposes and the PA(90) Ultimate table,<br />

minus one year age rating as published by the Institute and Faculty of<br />

Actuaries in London and Scotland, for retirement purposes.<br />

Funding level per statutory actuarial valuation (%) 100 100 100<br />

The number of pensioners registered under the <strong>Telkom</strong> Retirement Fund<br />

The number of in-service employees registered under the <strong>Telkom</strong><br />

14,451 14,255 13,617<br />

Retirement Fund 25,766 24,939 23,389


Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

25. EMPLOYEE BENEFITS (continued)<br />

The <strong>Telkom</strong> Retirement Fund (continued)<br />

<strong>Telkom</strong> Annual Report 2009 303<br />

2007 2008 2009<br />

Rm Rm Rm<br />

The fund portfolio consists of the following:<br />

Equities (%) 59 70 55<br />

Property (%) 2 2 –<br />

Bonds (%) 19 11 5<br />

Cash (%) 7 1 5<br />

Foreign investments (%) 13 16 20<br />

Index linked (%) – – 15<br />

The expected pension benefits payments for the year ending March 31, 2010 are R541,000.<br />

Medical benefits<br />

The Company makes certain contributions to medical funds in respect of current and retired employees. The scheme is a defined benefit<br />

plan. The expense in respect of current employees’ medical aid is disclosed in note 5.1. The amounts due in respect of post-retirement<br />

medical benefits to current and retired employees have been actuarially determined and provided for as set out in note 24. The Company<br />

has terminated future post-retirement medical benefits in respect of employees joining after July 1, 2000.<br />

There are three major categories of members entitled to the post-retirement medical aid: pensioners who retired before 1994 (Pre-94); those<br />

who retired after 1994 (Post-94); and the in-service members. The Post-94 and the in-service members’ liability is subject to a Rand cap,<br />

which increases annually with the average salary increase.<br />

Eligible employees must be employed by <strong>Telkom</strong> until retirement age to qualify for the post-retirement medical aid benefit. The most recent<br />

actuarial valuation of the benefit was performed as at March 31, 2009.<br />

The Company has allocated certain investments to fund this liability as set out in note 11.<br />

2007 2008 2009<br />

Rm Rm Rm<br />

Medical aid<br />

Benefit obligation:<br />

At beginning of year 3,889 4,366 4,831<br />

Interest cost 285 321 426<br />

Current service cost 83 84 95<br />

Actuarial loss 281 246 246<br />

Termination settlement – – (5)<br />

Benefits paid from plan assets (94) (125) (141)<br />

Contributions paid by the Company (78) (61) (63)<br />

Benefit obligation at end of year 4,366 4,831 5,389


304<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

25. EMPLOYEE BENEFITS (continued)<br />

Medical benefits (continued)<br />

Plan assets at fair value:<br />

2007 2008 2009<br />

Rm Rm Rm<br />

At beginning of year – 1,961 1,929<br />

Plan asset – initial recognition 1,720 – –<br />

Expected return on plan assets 188 257 223<br />

Benefits paid from plan assets (94) (125) (141)<br />

Actuarial gain/(loss) 147 (164) (393)<br />

Plan assets at end of year 1,961 1,929 1,618<br />

Present value of funded obligation 4,366 4,831 5,389<br />

Fair value of plan assets (1,961) (1,929) (1,618)<br />

Fund deficit 2,405 2,902 3,771<br />

Unrecognised net actuarial loss (1,285) (1,566) (2,048)<br />

Liability as disclosed in the balance sheet (refer to note 24) 1,120 1,336 1,723<br />

Expected return on plan assets 188 257 223<br />

Actuarial return on plan assets 147 (164) (393)<br />

Actual gain/(loss) on plan assets 335 93 (170)<br />

Principal actuarial assumptions were as follows:<br />

Discount rate (%) 7.5 9.0 8.7<br />

Expected return on plan assets (%) 13.5 12.0 11.0<br />

Salary inflation rate (%) 6.0 7.5 7.2<br />

Medical inflation rate (%) 6.5 8.0 7.7<br />

The assumed rates of mortality are determined by reference to the<br />

SA85-90 (Light) Ultimate table, as published by the Actuarial Society<br />

of South Africa, for pre-retirement purposes and the PA(90) Ultimate<br />

table, minus one year age rating as published by the Institute and<br />

Faculty of Actuaries in London and Scotland, for retirement purposes.<br />

Contractual retirement age 65 65 65<br />

Average retirement age 60 60 60<br />

Number of members 17,119 15,526 13,883<br />

Number of pensioners 8,494 8,430 8,397


Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

25. EMPLOYEE BENEFITS (continued)<br />

Medical benefits (continued)<br />

<strong>Telkom</strong> Annual Report 2009 305<br />

The valuation results are sensitive to changes in the underlying assumptions. The following table provides an indication of the impact of<br />

changing some of the valuation assumptions:<br />

Current<br />

assumption Decrease Increase<br />

Rm Rm Rm<br />

Medical cost inflation rate 7.7% -1.0% +1.0%<br />

Benefit obligation 5,389 (736) 921<br />

Percentage change (13.7)% 17.1%<br />

Service cost and interest cost 2009/2010 555 (84) 108<br />

Percentage change (15.1)% 19.5%<br />

Discount rate 8.7% -1.0% +1.0%<br />

Benefit obligation 5,389 933 (734)<br />

Percentage change 17.3% (13.6)%<br />

Service cost and interest cost 2009/2010 555 46 (37)<br />

Percentage change 8.3% (6.7)%<br />

Post-retirement mortality rate PA(90) ultimate- 1 -10.0% +10.0%<br />

Benefit obligation 5,389 221 (197)<br />

Percentage change 4.1% (3.7)%<br />

Service cost and interest cost 2009/2010 555 23 (20)<br />

Percentage change 4.1% (3.6)%<br />

2007 2008 2009<br />

The fund portfolio consists of the following:<br />

Equities (%) 59 56 30<br />

Bonds (%) 3 2 2<br />

Cash and money market investments (%) 21 33 10<br />

Foreign investments (%) 9 9 9<br />

Insurance policies (%) 8 – 49


306<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

25. EMPLOYEE BENEFITS (continued)<br />

Telephone rebates<br />

The Company provides telephone rebates to its pensioners. The most recent actuarial valuation was performed at March 31, 2009.<br />

Eligible employees must be employed by the Company until retirement age to qualify for the telephone rebates. The scheme is a defined<br />

benefit plan.<br />

The status of the telephone rebate liability is disclosed below:<br />

2007 2008 2009<br />

Rm Rm Rm<br />

Benefit obligation opening balance 251 307 443<br />

Service cost 4 3 6<br />

Interest cost 19 22 39<br />

Actuarial (gain)/loss (39) 133 19<br />

Amendments 93 – –<br />

Benefits paid (21) (22) (23)<br />

Present value of unfunded obligation 307 443 484<br />

Unrecognised net actuarial loss and past service cost (25) (156) (159)<br />

Liability as disclosed in the balance sheet (refer to note 24) 282 287 325<br />

Principal actuarial assumptions were as follows:<br />

Discount rate (%) 7.5 9.0 8.7<br />

Rebate inflation rate (%) – 4.0 4.0<br />

Contractual retirement age 65 65 65<br />

Average retirement age 60 60 60<br />

The assumed rates of mortality are determined by reference to the<br />

standard published mortality table PA (90) Ultimate standard tables,<br />

as published by the Institute and Faculty of Actuaries in London<br />

and Scotland, rated down one year to value the pensioners.<br />

Number of members 19,515 18,766 17,034<br />

Number of pensioners 10,918 10,680 10,499<br />

<strong>Telkom</strong> Conditional Share Plan<br />

<strong>Telkom</strong>’s shareholders approved the <strong>Telkom</strong> Conditional Share Plan at the January 2004 Annual General Meeting. The scheme covers both<br />

operational and management employees and is aimed at giving shares to <strong>Telkom</strong> employees, at a RNil exercise price, at the end of the<br />

vesting period. The vesting period for the operational employees awarded in 2004 and 2005 is 0% in year one and 33% in each of the<br />

three years thereafter, while the shares allocated in 2006 and 2007 together with management shares vest fully after three years.<br />

Although the number of shares awarded to employees will be communicated at the grant date, the ultimate number of shares that vest may<br />

differ based on certain performance conditions being met.<br />

The <strong>Telkom</strong> Board approved the fourth enhanced allocation of shares to employees as at September 4, 2007, with a grant date of<br />

September 27, 2007, the day that the employees and the Company shared a common understanding of the terms and conditions of the<br />

grant. A total number of 6,089,810 shares were granted.<br />

The Board has also approved an enhanced allocation for the November 2006 grant on September 4, 2007 with a grant date of<br />

September 27, 2007. The number of additional shares granted with regard to the 2006 allocation is 4,966,860 shares.


Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

25. EMPLOYEE BENEFITS (continued)<br />

<strong>Telkom</strong> Conditional Share Plan (continued)<br />

<strong>Telkom</strong> Annual Report 2009 307<br />

The weighted average remaining vesting period for the shares outstanding as at March 31, 2009 is 0.71 years (2008: 1.25 years;<br />

2007: 1.75 years).<br />

2007 2008 2009<br />

The following table illustrates the movement of the maximum number<br />

of shares that will vest to employees for the August 2004 grant:<br />

Outstanding at beginning of the year 2,414,207 1,883,991 420,590<br />

Granted during the year 1,212 252 –<br />

Forfeited during the year (80,923) (43,790) (3,985)<br />

Vested during the year (450,505) (1,419,863) (416,605)<br />

Outstanding at end of the year 1,883,991 420,590 –<br />

The following table illustrates the movement of the maximum number<br />

of shares that will vest to employees for the June 2005 grant:<br />

Outstanding at beginning of the year 1,930,687 1,864,041 1,435,387<br />

Granted during the year 1,005 3,469 52,954<br />

Forfeited during the year (67,651) (108,177) (45,188)<br />

Vested during the year – (323,946) (1,135,424)<br />

Outstanding at end of the year 1,864,041 1,435,387 307,729<br />

The following table illustrates the movement of the maximum number<br />

of shares that will vest to employees for the November 2006 grant:<br />

Outstanding at beginning of the year – 1,773,361 1,640,980<br />

Granted during the year 1,825,488 833 –<br />

Forfeited during the year (52,127) (133,214) (132,614)<br />

Outstanding at end of the year 1,773,361 1,640,980 1,508,366<br />

The following table illustrates the movement of the maximum number<br />

of shares that will vest to employees relating to the additional<br />

November 2006 grant:<br />

Outstanding at beginning of the year – – 4,812,305<br />

Granted during the year – 4,984,693 25,775<br />

Forfeited during the year – (172,388) (389,357)<br />

Outstanding at end of the year – 4,812,305 4,448,723<br />

The following table illustrates the movement of the maximum number<br />

of shares that will vest to employees for the September 2007 grant:<br />

Outstanding at beginning of the year – – 5,846,636<br />

Granted during the year – 6,117,163 23,650<br />

Forfeited during the year – (270,527) (509,185)<br />

Outstanding at end of the year – 5,846,636 5,361,101


308<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

25. EMPLOYEE BENEFITS (continued)<br />

<strong>Telkom</strong> Conditional Share Plan (continued)<br />

The fair value of the shares granted have been calculated by an actuary using the Black-Scholes-Merton model and the following values<br />

at grant date:<br />

August 8, June 23, November 2, September 4,<br />

2004 2005 2006 2007<br />

Grant Grant Grant Grant<br />

Market share price (R) 77.50 111.00 141.25 173.00<br />

Dividend yield (%) 2.60 3.60 3.50 3.50<br />

2007 2008 2009<br />

Rm Rm Rm<br />

The principal assumptions used in calculating the expected number<br />

of shares that will vest are as follows:<br />

Employee turnover (%) 5 5 9<br />

Meeting specified performance criteria (%) 100 100 75<br />

The amounts for the current and previous four years are as follows:<br />

2005 2006 2007 2008 2009<br />

Rm Rm Rm Rm Rm<br />

<strong>Telkom</strong> Pension Fund<br />

Defined benefit obligation (186) (281) (205) (204) (199)<br />

Plan assets 231 243 284 311 247<br />

Surplus/(deficit) 45 (38) 79 107 48<br />

Asset limitation – – – (29) (39)<br />

Unrecognised actuarial loss/(gain) 89 118 (25) (23) 46<br />

Recognised net asset 134 80 54 55 55<br />

Experience adjustment on assets 75 10 (67)<br />

Experience adjustment on liabilities 28 (6) 1<br />

<strong>Telkom</strong> Retirement Fund<br />

Defined benefit obligation (4,020) (4,377) (6,581) (7,101) (6,704)<br />

Plan assets 4,477 5,973 7,661 7,991 6,675<br />

Surplus/(deficit) 457 1,596 1,080 890 (29)<br />

Unrecognised actuarial gain/(loss) 312 (742) 96 478 1,578<br />

Unrecognised net asset 769 854 1,176 1,368 1,549<br />

Experience adjustment on assets* 1,641 118 (1,735)<br />

Experience adjustment on liabilities* 1,234 485 (645)


Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

25. EMPLOYEE BENEFITS (continued)<br />

<strong>Telkom</strong> Annual Report 2009 309<br />

2005 2006 2007 2008 2009<br />

Rm Rm Rm Rm Rm<br />

Medical benefits<br />

Defined benefit obligation (3,057) (3,889) (4,366) (4,831) (5,389)<br />

Plan assets – – 1,961 1,929 1,618<br />

Deficit (3,057) (3,889) (2,405) (2,902) (3,771)<br />

Unrecognised actuarial loss 648 1,300 1,285 1,566 2,048<br />

Liability recognised (2,409) (2,589) (1,120) (1,336) (1,723)<br />

Experience adjustment on assets 147 (164) (393)<br />

Experience adjustment on liabilities 28 193 246<br />

Telephone rebates<br />

Defined benefit obligation (177) (251) (307) (443) (484)<br />

Unrecognised actuarial (gain)/loss (2) 53 25 156 159<br />

Liability recognised (179) (198) (282) (287) (325)<br />

Experience adjustment on liabilities (25) 2 2<br />

The experience adjustments on assets and liabilities for each of the financial periods ended March 31, 2005 and 2006 have not been<br />

disclosed due to the fact that it was impractical to determine the information.<br />

* During the March 31, 2007 year end <strong>Telkom</strong> actuaries performed a full valuation while for the March 31, 2006 year end a roll forward method was used,<br />

as permitted under IAS19, to determine the present value of the benefit obligation and the fair value of the plan assets using the March 31, 2005 statutory<br />

valuation as a base applying the relevant assumptions determined by management to arrive at the present value of the benefit obligation, and the fair value<br />

of plan assets.<br />

This change in estimate resulted in a movement to the actuarial loss of R700 million and the fair value of the plan assets of R350 million in respect of the<br />

March 31, 2007 estimates. The remaining R1,291 million is a result of the actual investment returns exceeding the expected return for the March 31, 2007<br />

year end.<br />

2007 2008 2009<br />

Rm Rm Rm<br />

26. DEFERRED REVENUE 1,846 2,294 2,822<br />

Non-current deferred revenue 739 870 996<br />

Current portion of deferred revenue 1,107 1,424 1,826<br />

Included in deferred revenue is profit on the sale and leaseback of certain <strong>Telkom</strong> buildings of R107 million, consisting of a non-current<br />

portion of R96 million (2008: R107 million; 2007: R118 million) and a current portion of R11 million (2008: R11 million; 2007:<br />

R11 million). A profit of R11 million per annum is recognised in income on a straight-line basis, over the period of the lease ending 2019<br />

(refer to note 34).


310<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

2007 2008 2009<br />

Rm Rm Rm<br />

27. TRADE AND OTHER PAYABLES 4,333 4,923 5,424<br />

Trade payables 2,761 3,267 3,035<br />

Finance cost accrued 22 39 156<br />

Accruals and other payables 1,550 1,617 2,233<br />

Accruals and other payables mainly represent amounts payable<br />

for goods received, net of Value Added Tax obligations and<br />

licence fees.<br />

Included in accruals and other payables are amounts owed<br />

to Rossal No 65 (Proprietary) Limited of R342 million<br />

(2008: RNil; 2007: R148 million) and Intekom (Proprietary) Limited<br />

of R23 million (2008: R13 million; 2007: R5 million).<br />

28. RECONCILIATION OF PROFIT FOR THE YE<strong>AR</strong> TO CASH<br />

GENERATED FROM OPERATIONS<br />

Cash generated from operations 12,660 12,662 12,027<br />

Profit for the year 8,391 7,967 5,277<br />

Finance charges and fair value movements 1,027 1,289 1,459<br />

Taxation 2,690 2,599 516<br />

Investment income (3,202) (3,739) (2,906)<br />

Interest received from debtors (189) (248) (404)<br />

Non-cash items 4,565 4,637 7,981<br />

Depreciation, amortisation and write-offs 3,583 3,732 4,358<br />

Cost of equipment disposed when recognising finance leases 240 88 71<br />

Recognition of the FIFA brand intangible asset from deferred revenue – – (261)<br />

Increase in provisions<br />

Profit on disposal of property, plant and equipment and intangible<br />

1,103 757 1,439<br />

assets (15) (167) (32)<br />

Profit on disposal of investment (364) – –<br />

Interest received from subsidiaries<br />

Loss on disposal of property, plant and equipment and intangible<br />

– – 221<br />

assets 1 2 6<br />

Impairment of investments and loans 17 225 2,179<br />

(Increase)/decrease in working capital (622) 157 104<br />

Inventories (459) (202) (627)<br />

Accounts receivable (319) (196) 848<br />

Accounts payable 156 555 (117)


Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

<strong>Telkom</strong> Annual Report 2009 311<br />

2007 2008 2009<br />

Rm Rm Rm<br />

29. DIVIDEND RECEIVED 2,950 3,536 3,242<br />

Dividend income per income statement (refer to note 6) 3,006 3,597 2,747<br />

Dividend accrued for the previous year 1,479 1,535 1,595<br />

Dividend accrued for the current year (1,535) (1,596) (1,100)<br />

Dividend received consists of: 2,950 3,536 3,242<br />

Dividend received from joint venture 2,650 2,825 3,095<br />

Dividend received from subsidiaries 300 711 147<br />

30. FINANCE CH<strong>AR</strong>GES PAID (886) (842) (466)<br />

Finance charges per income statement (1,027) (1,289) (1,460)<br />

Non-cash items 141 447 994<br />

Movements in interest accruals (81) 49 255<br />

Net discount amortised 409 568 698<br />

Fair value adjustment (172) (275) (29)<br />

Unrealised (loss)/gain (15) 105 70<br />

31. TAXATION PAID (3,852) (1,716) (1,764)<br />

Taxation (payable)/receivable at beginning of year (1,164) 519 (7)<br />

South African normal company taxation (excluding deferred taxation) (1,874) (1,879) (1,510)<br />

Secondary taxation on companies (295) (363) (156)<br />

Taxation (payable)/receivable at end of year (519) 7 (91)<br />

32. DIVIDEND PAID (4,874) (5,858) (3,435)<br />

Dividend payable at beginning of year (4) (15) (20)<br />

Declared during the year – dividend on ordinary shares: (4,885) (5,863) (3,438)<br />

Final dividend for 2006: 500 cents (2,714) – –<br />

Special dividend for 2006: 400 cents (2,171) – –<br />

Final dividend for 2007: 600 cents – (3,198) –<br />

Special dividend for 2007: 500 cents – (2,665) –<br />

Final dividend for 2008 : 660 cents (3,438)<br />

Dividend payable at end of year 15 20 23


312<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

33. ACQUISITION OF MINORITY INTEREST IN SUBSIDI<strong>AR</strong>Y<br />

Multi-Links Telecommunications (Proprietary) Limited (Multi-Links)<br />

<strong>Telkom</strong> acquired 75% of the issued share capital of Multi-Links Telecommunications Limited through <strong>Telkom</strong> International (Proprietary) Limited,<br />

from Kenston Investment Limited on May 1, 2007. <strong>Telkom</strong> also granted Kenston the irrevocable right and option (put option) to require<br />

<strong>Telkom</strong> to acquire all of the shares held by Kenston (25% shareholding) in Multi-Links, at any time during the 90 day period following<br />

the second anniversary of the effective date. The put option was exercised on January 21, 2009 for R1,328 million (US$130 million at<br />

US$1 = R10,2188).<br />

34. COMMITMENTS<br />

2007 2008 2009<br />

Rm Rm Rm<br />

Capital commitments<br />

Capital commitments authorised 7,000 7,000 6,991<br />

Commitments against authorised capital expenditure 507 652 539<br />

Authorised capital expenditure not yet contracted 6,493 6,348 6,452<br />

Capital commitments comprise commitments for property, plant and equipment and software included in intangible assets.<br />

Management expects these commitments to be financed from proceeds of Vodacom sale.<br />

2010 FIFA World Cup commitments<br />

The FIFA World Cup commitment is an executory contract which requires the Company to develop the fixed-line components of the<br />

necessary telecommunications infrastructure needed to broadcast this event to the world. This encompasses the provisioning of the fixedline<br />

telecommunications related products and services and, where applicable, the services of qualified personnel necessary for the<br />

planning, management, delivery, installation and de-installation, operation, maintenance and satisfactory functioning of these products and<br />

services. Furthermore as a National Supporter, <strong>Telkom</strong> owns a tier 3 sponsorship that grants <strong>Telkom</strong> a package of advertising, promotional<br />

and marketing rights that are exercisable within the borders of South Africa. <strong>Telkom</strong> entered into a barter transaction in return for which it<br />

has an outstanding commitment to FIFA of R243 million (2008: R260 million). This has been recognised in intangible assets (note 10).


Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

34. COMMITMENTS (continued)<br />

<strong>Telkom</strong> Annual Report 2009 313<br />

Total 5 years<br />

Rm Rm Rm Rm<br />

Operating lease commitments and receivables<br />

2009<br />

Cash flow<br />

Land and buildings 432 158 262 12<br />

Rental receivable on buildings (271) (99) (170) (2)<br />

Vehicles 1,137 261 876 –<br />

Equipment 15 6 9 –<br />

Customer premises equipment receivable 88 49 39 –<br />

Total cash flow 1,401 375 1,016 10<br />

The above figures represent actual cash flows relating<br />

to operating leases expected during the periods<br />

specified. However, due to the straight-lining effect of<br />

operating leases, the amounts that would be recognised<br />

in the income statement in the periods specified, would<br />

be as follows:<br />

Income statement<br />

Land and buildings 399 152 237 10<br />

Rental receivable on buildings (250) (96) (153) (1)<br />

Vehicles 1,137 261 876 –<br />

Equipment 15 6 9 –<br />

Customer premises equipment receivable 88 49 39 –<br />

Total to be recognised in the income statement 1,389 372 1,008 9<br />

Vehicles, equipment and customer premises equipment<br />

have no fixed annual escalation, therefore the cash<br />

flows and income statement recognition would be<br />

the same.<br />

2008<br />

Cash flow<br />

Land and buildings 366 141 224 1<br />

Rental receivable on buildings (266) (94) (169) (3)<br />

Vehicles 1,430 226 1,204 –<br />

Equipment 13 10 3 –<br />

Customer premises equipment receivable (84) (45) (39) –<br />

Total cash flow 1,459 238 1,223 (2)<br />

Income statement<br />

Land and buildings 330 133 196 1<br />

Rental receivable on buildings (246) (92) (152) (2)<br />

Vehicles 1,430 226 1,204 –<br />

Equipment 13 10 3 –<br />

Customer premises equipment receivable (84) (45) (39) –<br />

Total to be recognised in the income statement 1,443 232 1,212 (1)


314<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

34. COMMITMENTS (continued)<br />

Operating lease commitments and receivables (continued)<br />

Total 5 years<br />

Rm Rm Rm Rm<br />

2007<br />

Cash flow<br />

Land and buildings 371 134 236 1<br />

Rental receivable on buildings (269) (91) (174) (4)<br />

Vehicles 564 564 – –<br />

Equipment 23 6 17 –<br />

Customer premises equipment receivable (57) (30) (27) –<br />

Total cash flow 632 583 52 (3)<br />

Income statement<br />

Land and buildings 332 128 203 1<br />

Rental receivable on buildings (249) (90) (156) (3)<br />

Vehicles 564 564 – –<br />

Equipment 23 6 17 –<br />

Customer premises equipment receivable (57) (30) (27) –<br />

Total to be recognised in the income statement 613 578 37 (2)<br />

Operating leases<br />

The Company leases certain buildings, vehicles and equipment. The majority of the lease terms negotiated for equipment-related premises<br />

are ten years with other leases signed for five and three years. The majority of the leases normally contain an option clause entitling <strong>Telkom</strong><br />

to renew the lease agreements for a period usually equal to the main lease term.<br />

The minimum lease payments under these agreements are subject to annual escalations, which range from 6% to 15%.<br />

Penalties in terms of the lease agreements are only payable should <strong>Telkom</strong> vacate the premises and negotiate to terminate the lease<br />

agreement prior to the expiry date, in which case the settlement payment will be negotiated in accordance with the market conditions of<br />

the premises. Future minimum lease payments under operating leases are included in the note above. Onerous leases for buildings, of<br />

which the Company has no further use, no possibility of sub-lease and no option to cancel, are provided for in full and included in other<br />

provisions, refer to note 24.<br />

The master lease agreement for vehicles was for a period of five years and then extended for an additional three years which resulted in<br />

the lease expiring on March 31, 2008. During August 2007 new terms were negotiated and approved and as a result the operating<br />

lease commitments for vehicles are based on the new agreement which expires on March 31, 2013.<br />

In accordance with this agreement <strong>Telkom</strong> is not allowed to lease any similar vehicle as specified in the contract from any other service<br />

provider during the five year period except for the rentals at airports which are utilised in cases of subsistence and travel as well as vehicles<br />

which are not part of the agreement.<br />

The agreement is structured to have no lease increases on vehicles that are continually leased from the lessor. If a vehicle is, however,<br />

replaced by a new similar vehicle, the lease costs of the newest vehicle will increase by the Consumer Price Index. All leased vehicles are,<br />

however, subject to any variance in the interest rate fluctuations and are adjusted as and when the adjustments are announced by the South<br />

African Reserve Bank. The leases of individual vehicles are renewed annually.


Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

34. COMMITMENTS (continued)<br />

Operating leases (continued)<br />

<strong>Telkom</strong> Annual Report 2009 315<br />

The master lease agreements for office equipment are with two suppliers with initial periods of 36 months effective from November 25,<br />

2005. Upon expiry of the initial lease agreement on November 25, 2008, an extension of the lease was negotiated until November 24,<br />

2009. In terms of these agreements the leases of individual equipment shall be valid at a fixed fee for the entire period.<br />

Total 5 years<br />

Rm Rm Rm Rm<br />

Finance lease commitments<br />

Vehicles<br />

2009<br />

Minimum lease payments 187 47 140 –<br />

Finance charges (38) (15) (23) –<br />

Finance lease obligation 149 32 117 –<br />

2008<br />

Minimum lease payments 242 48 194 –<br />

Finance charges (59) (20) (39) –<br />

Finance lease obligation 183 28 155 –<br />

Buildings<br />

2009<br />

Minimum lease payments 1,652 111 545 995<br />

Finance charges (822) (111) (426) (284)<br />

Finance lease obligation 830 – 119 711<br />

2008<br />

Minimum lease payments 1,778 126 502 1,150<br />

Finance charges (936) (114) (439) (383)<br />

Finance lease obligation* 842 12 63 767<br />

2007<br />

Minimum lease payments 1,897 120 487 1,290<br />

Finance charges (1,051) (116) (446) (489)<br />

Finance lease obligation 846 4 41 801<br />

Equipment<br />

2009<br />

Minimum lease payments 7 5 2 –<br />

Finance charges (2) (1) (1) –<br />

Finance lease obligation 5 4 1 –<br />

*These prior year figures have been restated to include the finance lease obligation with regard to the Campus property.


316<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

34. COMMITMENTS (continued)<br />

Finance lease commitments (continued)<br />

Equipment (continued)<br />

Total 5 years<br />

Rm Rm Rm Rm<br />

2008<br />

Minimum lease payments 16 – 16 –<br />

Finance charges (2) – (2) –<br />

Finance lease obligation 14 – 14 –<br />

2007<br />

Minimum lease payments 6 – 6 –<br />

Finance charges – – – –<br />

Finance lease obligation 6 – 6 –<br />

Finance leases<br />

Finance leases on vehicles relates to the lease of Swap bodies. The lease term for the Swap bodies is April 2008 to April 2013.<br />

A major portion of the finance leases on buildings relates to the sale and lease-back of the Company’s office buildings. The lease term<br />

negotiated for the buildings is for a period of 25 years ending 2019. The minimum lease payments are subject to an annual escalation<br />

of 10% p.a. <strong>Telkom</strong> has the right to sublet part of the buildings. In case of breach of contract, the lessor is entitled to cancel the lease<br />

agreement and claim damages.<br />

Finance charges accruing on one of the Company’s building leases exceed the lease payments for the next three years. Minimum lease<br />

payments for the next five years do not result in any income accruing to the Company.<br />

Finance leases on equipment mainly relates to office equipment. The lease term negotiated for the finance leases is for the period of three<br />

years ending in 2011.<br />

35. CONTINGENCIES<br />

Supplier dispute<br />

Telcordia instituted arbitration proceedings against <strong>Telkom</strong> in March 2001 before a single arbitrator of the International Court of Arbitration,<br />

operating under the auspices of the International Chamber of Commerce. Telcordia is seeking to recover approximately US$130 million<br />

for monies outstanding and damages, plus costs and interest at a rate of 15.5% per year which was increased by Telcordia to<br />

US$172 million in the 2007 financial year and subsequently decreased to US$128 million in the 2008 financial year. The arbitration<br />

proceeding relates to the cancellation of an agreement entered into between <strong>Telkom</strong> and Telcordia during June 1999 for the development<br />

and supply of an integrated end-to-end customer assurance and activation system by Telcordia.<br />

In September 2002, the arbitrator found that <strong>Telkom</strong> had wrongfully repudiated the contract and a partial award was issued by the<br />

arbitrator in favour of Telcordia. <strong>Telkom</strong> subsequently filed an application in the South African High Court to review and set aside the partial<br />

award.<br />

On November 27, 2003, the South African High Court set aside the partial award and issued a cost order in favour of <strong>Telkom</strong>. On<br />

May 3, 2004, the South African High Court dismissed an application by Telcordia for leave to appeal and ordered Telcordia to pay the<br />

legal costs of <strong>Telkom</strong>.<br />

On November 29, 2004, the Supreme Court of Appeals granted Telcordia leave to appeal. Telcordia filed a notice of appeal and also<br />

petitioned the United States District Court for the District of Columbia to confirm the partial award, which petition was dismissed, along<br />

with a subsequent appeal. Following the dismissal of the appeal, Telcordia filed a similar petition in the United States District Court of New<br />

Jersey. The United States District Court of New Jersey also dismissed Telcordia’s petition, reaffirming the decision of the United States District<br />

Court of Columbia. Telcordia appealed this dismissal, which was later dismissed by the Appeals Court of New Jersey.


Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

35. CONTINGENCIES (continued)<br />

Supplier dispute (continued)<br />

<strong>Telkom</strong> Annual Report 2009 317<br />

The appeal by Telcordia in the Supreme Court of Appeals was set down for and heard on October 30 and October 31, 2006. Following<br />

the successful upholding of the appeal, <strong>Telkom</strong> filed an application for leave to appeal to the Constitutional Court on only the issue revolving<br />

around the Supreme Court of Appeals’ failure to recognise <strong>Telkom</strong>’s rights of access to the courts under the South African Arbitration Act.<br />

The Constitutional Court has since dismissed <strong>Telkom</strong>’s appeal with costs. The Constitutional Court judgment brought to finality the dispute<br />

over the merits of Telcordia’s claim against <strong>Telkom</strong> and the parties reconvened the arbitration in May 2007 to deal with the amount of<br />

damages to which Telcordia is entitled.<br />

Two hearings were held at the International Dispute Resolutions Centre, or IDRC. The first hearing was held in London on May 21, 2007<br />

and was a ’directions hearing’, in terms of which the parties consented to a ruling by the arbitrator setting out a consolidated list of<br />

proposals and issues to form part of the damages hearing.<br />

The second hearing was held in London at the IDRC on June 25 and 26, 2007 and dealt with the application by Telcordia for the striking<br />

out of part of <strong>Telkom</strong>’s defence on the basis that <strong>Telkom</strong> had raised issues in its defence that had already been heard by the arbitrator prior<br />

to his partial award. This application was dismissed by the arbitrator. The arbitrator also made a ruling compelling Telcordia to provide<br />

certain particulars requested by <strong>Telkom</strong> with regard to the claims by Telcordia. In his ruling, the arbitrator also set out a list of issues for<br />

determination of the damages.<br />

The mediation took place in London in February and April of 2008 without success. In the interim the parties have agreed to the<br />

appointment by the arbitrator of a third party expert to deal with the technical issues in relation to the software that was required to be<br />

provided by Telcordia, who will make a recommendation to the arbitrator in dealing with the amount of the claims. A further hearing was<br />

held before the arbitrator in October 2008 during which the arbitrator permitted <strong>Telkom</strong> to amend its statement of defence. Further hearings<br />

were held before the software expert in November 2008 and he has made his report available. Further hearings took place before the<br />

arbitrator in April 2009.<br />

The parties have now agreed that the whole question of “integration” of the software will be done at an experts only hearing (no lawyers)<br />

before Mr P Burns, a software expert in Johannesburg during October 2009. The hearings before the software expert will have an impact<br />

on the quantum of the other claims. The arbitrator has confirmed that the final hearing will be from January 25 to February 10, 2010 in<br />

Johannesburg.<br />

Although <strong>Telkom</strong> is currently unable to predict the exact amount that it may eventually be required to pay Telcordia, it has made provisions<br />

for estimated liabilities in respect of the Telcordia claim in the sum of US$70 million (R664 million), including interest and legal fees. <strong>Telkom</strong><br />

will be required to fund any payments to Telcordia from cash flows or the incurrence of debt and the amount of any damages above<br />

<strong>Telkom</strong>’s provision would increase <strong>Telkom</strong>’s liabilities and decrease its net profit, which could have a material adverse effect on its financial<br />

condition, cash flows and results of operations.<br />

A provision has been raised based on management’s best estimate of the probable payments in this regard.<br />

2007 2008 2009<br />

Rm Rm Rm<br />

Supplier dispute liability included in current portion of provisions 527 569 664*<br />

The provision has increased from March 31, 2007 due to exchange rate movements.<br />

* US$70 million (2008: US$70 million; 2007 US$70 million).


318<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

35. CONTINGENCIES (continued)<br />

Competition Commission<br />

<strong>Telkom</strong> is a party to a number of legal and arbitration proceedings filed by parties with the South African Competition Commission alleging<br />

anti-competitive practices described below. If <strong>Telkom</strong> were found to have committed prohibited practices as contained in the Competition<br />

Act, 1998, as amended, <strong>Telkom</strong> could be required to cease these practices, divest these businesses and be fined a penalty of up to 10%<br />

of <strong>Telkom</strong>’s annual turnover, excluding the turnover of subsidiaries and joint ventures, for each complaint for the financial years prior to the<br />

dates of the complaints. The Competition Commission has to date not imposed the maximum penalty on any offender.<br />

On July 31, 2008, <strong>Telkom</strong> received a summons issued by the Competition Commission requesting information in connection with<br />

investigations being conducted by the Competition Commission into five complaints against <strong>Telkom</strong> described in greater detail below by<br />

the Internet Service Association, MWEB, Internet solutions and Verizon SA Limited. The summons was subsequently withdrawn by the<br />

Competition Commission following on agreement with <strong>Telkom</strong> in a co-operative process with the Competition Commission as part of the<br />

Competition Commission’s ongoing investigations into these complaints. The investigation is expected to be finalised in the 2009 calendar<br />

year.<br />

As competition continues to increase, we expect that we will become involved in an increasing number of disputes regarding the legality<br />

of services and products provided by us and third parties. These disputes may range from court lawsuits to complaints lodged by or against<br />

us with various regulatory bodies. We are currently unable to predict the amount that we may eventually be required to pay in these<br />

proceedings, however, we have not included provisions for any of these claims in our financial statements. In addition, we may need to<br />

spend substantial amounts defending or prosecuting these claims even if we are ultimately successful. If <strong>Telkom</strong> is required to cease these<br />

practices, divest itself of the relevant businesses or pay significant fines, <strong>Telkom</strong>’s business and financial condition could be materially<br />

adversely affected and its revenue and net profit could decline. We may be required to fund any penalties or damages from cash flows<br />

or drawings on our credit facilities, which could cause our indebtedness to increase.<br />

Independent Cellular Services Provider Association of South Africa (ICSPA)<br />

In 2002, the ICSPA filed a complaint against <strong>Telkom</strong> at the Competition Commission in terms of the Competition Act, alleging that <strong>Telkom</strong><br />

had entered into contracts with large corporations, providing large discounts with the effect of discouraging the corporates from using the<br />

‘premicell’ device installed by their members. ICSPA also alleged various contraventions of the Competition Act by <strong>Telkom</strong>. <strong>Telkom</strong> provided<br />

the Competition Commission with certain information requested. <strong>Telkom</strong> also referred the Competition Commission to its High Court<br />

application in respect of utilisation of the ‘premicell’ device. The Competition Commission declined to refer the matter to the Competition<br />

Tribunal. ICSPA then referred the matter to the Competition Tribunal on September 18, 2003. <strong>Telkom</strong> filed its answering affidavit on<br />

November 28, 2003. ICSPA has taken no further action since then.<br />

The South African Value Added Network Services (SAVA)<br />

On May 7, 2002, the South African Value Added Network Services Providers’ Association, an association of VANS providers, filed<br />

complaints against <strong>Telkom</strong> at the Competition Commission of the Republic of South Africa under the South African Competition Act, 89 of<br />

1998, alleging, among other things, that <strong>Telkom</strong> was abusing its dominant position in contravention of the Competition Act, 89 of 1998,<br />

and that it was engaged in price discrimination. The Competition Commission determined, among other things, that several aspects of<br />

<strong>Telkom</strong>’s conduct contravened the Competition Act, 89 of 1998, and referred certain of the relevant complaints to the Competition Tribunal<br />

for adjudication. The referred complaints deal with <strong>Telkom</strong>’s alleged refusal to provide telecommunications facilities to certain VANS<br />

providers to construct their networks, refusal to lease access facilities to VANS providers, provision of bundled and cross subsidised<br />

competitive services with monopoly services, discriminatory pricing with regard to leased line services and alleged refusal to peer with<br />

certain VANS providers.


Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

35. CONTINGENCIES (continued)<br />

Competition Commission (continued)<br />

The South African Value Added Network Services (SAVA) (continued)<br />

<strong>Telkom</strong> Annual Report 2009 319<br />

<strong>Telkom</strong> brought an application for review against the Competition Commission and the Competition Tribunal in the South African High<br />

Court, in respect of the decision by the Competition Commission to refer the matters to the Competition Tribunal. <strong>Telkom</strong> is of the view that<br />

the Competition Tribunal does not have jurisdiction to adjudicate these matters and argued that ICASA has the requisite jurisdiction. In the<br />

review application, <strong>Telkom</strong> also sought to set aside the decision by the Competition Commission to refer the complaints to the Competition<br />

Tribunal on the basis that the Competition Commission was biased, that the referral was out of time and that the Competition Commission<br />

had not adhered to the memorandum of understanding between it and ICASA. Only the Competition Commission opposed the application<br />

and filed an answering affidavit.<br />

The main complaint at the Competition Commission was held over pending the outcome of the review application.<br />

The application for review was heard on April 24 and 25, 2008. The South African High Court judge set aside the decision of the<br />

Competition Commission to refer the SAVA complaints and the Omnilink complaint against <strong>Telkom</strong> discussed below to the Competition<br />

Tribunal. The decision was made based on three grounds, namely that:<br />

• the Competition Commission failed to comply with the peremptory provisions of the memorandum of understanding between the<br />

Competition Commission and ICASA;<br />

• the referral was out of time, on the basis that the agreements with the complainants to extend the time which the Competition Commission<br />

was allowed to investigate the complaints were invalid; and<br />

• the Competition Commission’s reliance on a report by the Link Centre created reasonable apprehension of bias, since some of the<br />

complainants contribute financially to the Link Centre and the Link Centre’s advisory board includes employees of the complainants in<br />

the SAVA complaints.<br />

The judge did not make a decision on the question of jurisdiction (ie, whether ICASA or the Competition Tribunal has the jurisdiction to<br />

deal with competition matters in the electronic communications industry).<br />

On july 3, 2008, the Competition Commission filed an application for leave to appeal the decision of the High Court on the basis that<br />

the judge erred on the issue of bias as well as his finding that issues surrounding the extension of time to investigate the issues constitutes<br />

a ground for review. <strong>Telkom</strong> then filed an application for leave to cross-appeal on July 11, 2008. The main basis of <strong>Telkom</strong>’s cross-appeal<br />

is that <strong>Telkom</strong> believes that the judge erred in failing to make a decision as to whether ICASA or the Competition Commission and<br />

Competition Tribunal should deal with this type of complaint. The application for leave to appeal as well as the application for leave to<br />

cross-appeal were granted by the Pretoria High Court on October 9, 2008. The parties are attending to the filing of the record of<br />

proceedings before the High Court as well as the parties’ heads of argument, after which the Registrar of the Supreme Court of Appeal<br />

will inform the parties of the date for the hearing. The main complaint before the Competition Tribunal will continue to be held over pending<br />

the outcome of the appeal and cross-appeal.<br />

This matter is not expected to be finalised within the 2010 financial year.<br />

Omnilink<br />

On August 22, 2002, Omnilink filed a complaint against <strong>Telkom</strong> at the Competition Commission alleging that <strong>Telkom</strong> was abusing its<br />

dominance by discriminating in its price for Diginet services as against those charged to VANS and the price charged to customers who<br />

apply for a <strong>Telkom</strong> VPN solution. The Competition Commission conducted an enquiry and subsequently referred the complaint, together<br />

with the SAVA complaint, to the Competition Tribunal for adjudication. This matter is currently being dealt with together with the SAVA matter<br />

discussed above.


320<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

35. CONTINGENCIES (continued)<br />

Competition Commission (continued)<br />

Orion/<strong>Telkom</strong> (Standard Bank and Edcon): Competition Tribunal<br />

In April 2003, Orion filed a complaint against <strong>Telkom</strong>, Standard Bank and Edcon at the Competition Commission concerning <strong>Telkom</strong>’s<br />

discounts offered on public switched telecommunication services to corporate customers. In terms of the rules of the Competition<br />

Commission, the Competition Commission, who acts as an investigator, had one year to investigate the complaint. Orion simultaneously<br />

with the filing of the complaint, also filed an application against <strong>Telkom</strong>, Standard Bank and Edcon at the Competition Tribunal, for an<br />

interim order interdicting and restraining <strong>Telkom</strong> from offering Orion’s corporate customers reduced rates associated with <strong>Telkom</strong>’s Cellsaver<br />

discount plan.<br />

The Competition Commission completed its investigation and decided that there was no prima facie evidence of any contravention of the<br />

Competition Act. Orion however referred the matter to the Competition Tribunal in terms of section 51 of the Competition Act, which allows<br />

for parties to refer matters to the Competition Tribunal themselves. <strong>Telkom</strong> has not yet filed its answering affidavit in the main complaint<br />

before the Competition Tribunal. To date there have been no further developments on this matter.<br />

The Internet Service Providers Association (ISPA)<br />

In December 2005, the ISPA, an association of ISPs, filed complaints against <strong>Telkom</strong> at the Competition Commission regarding alleged<br />

anti-competitive practices on the part of <strong>Telkom</strong>. The complaints deal with the cost of access to SAIX, the prices offered by <strong>Telkom</strong>Internet,<br />

the alleged delay in provision of facilities to ISPs and the alleged favourable installation timelines offered to <strong>Telkom</strong>Internet customers. The<br />

Competition Commission has formally requested <strong>Telkom</strong> to provide it with certain records of orders placed for certain services, in an attempt<br />

to first investigate the latter aspects of the complaint. <strong>Telkom</strong> provided the Competition Commission with the information.<br />

MWEB and Internet Solutions (IS)<br />

On June 29, 2005, MWEB and Internet Solutions, or IS, jointly lodged a complaint with the Competition Commission against <strong>Telkom</strong> and<br />

also requested interim relief at the Competition Tribunal. The complaint at the Competition Commission mainly deals with <strong>Telkom</strong>’s pricing<br />

for ADSL retail products and its IP Connect products, the termination of the peering link between <strong>Telkom</strong> and IS, the wholesale pricing of<br />

SAIX bandwidth for ADSL users of other internet service providers, the architecture of <strong>Telkom</strong>’s ADSL access route and the manner in which<br />

internet service providers can only connect to <strong>Telkom</strong>’s edge service router via IP Connect as well as alleged excessive pricing for bandwidth<br />

on <strong>Telkom</strong>’s international undersea cable. The application for interim relief at the Competition Tribunal dealt with allegations that <strong>Telkom</strong><br />

should maintain the peering link between IS and <strong>Telkom</strong> in terms of its current peering agreement, and demanded that <strong>Telkom</strong> treat the<br />

traffic generated by ADSL customers of MWEB as traffic destined for the peering link and that <strong>Telkom</strong> upgrade its peering link to<br />

accommodate the increased ADSL traffic emanating from MWEB and maintain a maximum of 65% utilisation. <strong>Telkom</strong> filed its answering<br />

affidavit, and is awaiting IS and MWEB’s replying affidavit.<br />

Since then, <strong>Telkom</strong> has entered into a new peering agreement with IS and has responded to numerous documentation and information<br />

requests from the Competition Commission. To date neither MWEB nor IS has filed a replying affidavit in the interim relief application.<br />

MWEB<br />

On June 5, 2007, MWEB brought an application against <strong>Telkom</strong> for interim relief at the Competition Tribunal with regard to the manner<br />

in which <strong>Telkom</strong> provides wholesale ADSL internet connections. MWEB requested the Competition Tribunal to grant an order of interim<br />

relief against <strong>Telkom</strong> to charge MWEB a wholesale price for the provision of ADSL internet connections which is not higher than the lowest<br />

retail price. MWEB further applied for an order that <strong>Telkom</strong> implement the migration of end customers from <strong>Telkom</strong> PSTS ADSL access to<br />

MWEB without interruption of the service. <strong>Telkom</strong> raised the objection that the Competition Tribunal does not have jurisdiction to hear the<br />

matter in its answering affidavit filed at the Competition Tribunal. <strong>Telkom</strong> still had to “plead over” as to the merits of the matter. <strong>Telkom</strong> also<br />

filed an application in the Transvaal Provincial Division of the South African High Court on July 3, 2007 for an order declaring that the<br />

Competition Tribunal does not have jurisdiction to hear the application for interim relief made to it by MWEB.


Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

35. CONTINGENCIES (continued)<br />

Competition Commission (continued)<br />

MWEB (continued)<br />

<strong>Telkom</strong> Annual Report 2009 321<br />

The application before the High Court was set down for hearing during the first quarter of the 2009 financial year. The parties however<br />

entered into settlement negotiations, which resulted in the withdrawal of the interim relief application at the Competition Tribunal by MWEB<br />

as well as a withdrawal of the jurisdictional challenge filed at the South African High Court by <strong>Telkom</strong>. The parties are in further<br />

negotiations.<br />

Verizon SA Limited (Verizon)<br />

Verizon filed a complaint against <strong>Telkom</strong> on March 22, 2007 alleging that <strong>Telkom</strong> charges an excessive price on services rendered to<br />

Verizon, thereby inducing Verizon’s customers not to deal with Verizon, engages in exclusionary conduct through “margin squeeze” in<br />

offering prices to end-users which are lower than the prices at which it sells rights of access to its infrastructure on a wholesale basis to<br />

Verizon, and that <strong>Telkom</strong> engages in price discrimination against Verizon.<br />

Internet Solutions (IS)<br />

IS filed a complaint against <strong>Telkom</strong> at the Competition Commission during December 2007. The complaint alleges abusive conduct by<br />

<strong>Telkom</strong>. IS specifically alleges that <strong>Telkom</strong> is charging excessive prices that bear no reasonable relation to the economic value of the goods<br />

or services, that <strong>Telkom</strong> has raised the wholesale cost to downstream competitors, while also reducing the downstream retail price to clients;<br />

engaging in margin squeeze, that <strong>Telkom</strong> has introduced a series of bundled products (namely <strong>Telkom</strong> Closer Products) that limit the ability<br />

of rivals in particular markets to compete effectively, and <strong>Telkom</strong> is offering discriminatory prices in relation to a number of infrastructural<br />

and service items that IS is compelled to purchase from <strong>Telkom</strong>.<br />

While that complaint was being investigated by the Competition Commission, IS brought an application to the Competition Commission<br />

for interim relief requesting: that <strong>Telkom</strong> be ordered to charge IS a wholesale price for telecommunication facilities to provide virtual private<br />

network services to its customers no higher than the lowest retail price for such connection charged to <strong>Telkom</strong>’s VPN Supreme customers<br />

and ordering that the costs of the application be paid by <strong>Telkom</strong>.<br />

<strong>Telkom</strong> opposed the application by IS at the Competition Tribunal although it is unable to finalise its opposing papers due to difficulties<br />

associated with the manner in which IS claimed confidentiality over the application. No further activity has taken place with regard to the<br />

interim relief application to date.<br />

Maredi Telecom and Broadcasting (Proprietary) Limited (Maredi)<br />

Maredi served a notice of motion on <strong>Telkom</strong>, Ericsson SA and Telsaf Data (Pty) Limited on January 8, 2009. The matter relates to a tender<br />

published by <strong>Telkom</strong> for the supply of point-to-point split mount microwave equipment. Maredi, Telsaf, Ericsson and a fourth company,<br />

Mobax, were shortlisted. The tender was awarded by <strong>Telkom</strong> to Telsaf and Ericsson.


322<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

35. CONTINGENCIES (continued)<br />

Competition Commission (continued)<br />

Maredi Telecom and Broadcasting (Proprietary) Limited (Maredi) (continued)<br />

Maredi applied for a court order, with a court hearing date set for February 3, 2009, requesting that the court prevent <strong>Telkom</strong> from entering<br />

into a contract with Ericsson and Telsaf or either party, and from ordering goods or services from Ericsson and Telsaf pursuant to the tender.<br />

Maredi also requested an order that the court review and set aside the award of the tender to Telsaf and Ericsson or either of the<br />

aforementioned parties, and refer the tender back to <strong>Telkom</strong> in order for <strong>Telkom</strong> to reconsider its award. Maredi alleged that there were<br />

certain irregularities in the tender process in that <strong>Telkom</strong> did not follow fair procedures by failing to comply with its own mandatory<br />

procedural requirements, that <strong>Telkom</strong> acted arbitrarily and in bad faith, that <strong>Telkom</strong> was biased in favour of Ericsson and that Ericsson should<br />

have been disqualified as it failed to meet <strong>Telkom</strong>’s critical criteria as set out in the tender.<br />

Numerous allegations in the application, including accusations against certain members of the Procurement Review Council and allegations<br />

by Maredi of compliance by them to the technical critical criteria, were refuted by <strong>Telkom</strong>. <strong>Telkom</strong> and Ericsson opposed the application<br />

and filed their respective opposing affidavits. Telsaf did not oppose the application. The matter was ultimately set down for hearing on<br />

February 20, 2009 and Maredi’s application was dismissed with costs. However, Maredi is proceeding with a review application in the<br />

ordinary course and <strong>Telkom</strong> is opposing the application.<br />

<strong>Telkom</strong> is not currently able to predict when these disputes may be resolved or the amount that it may eventually be required to pay,<br />

however, it has not included provisions for all of these claims in its annual financial statements. In addition, <strong>Telkom</strong> may need to spend<br />

substantial amounts defending or prosecuting these claims even if it was ultimately successful. If <strong>Telkom</strong> were to lose these or future legal<br />

and arbitration proceedings, it could be prohibited from engaging in certain business activities and could be required to pay substantial<br />

penalties and damages, which could cause its revenue and net profit to decline and have a material adverse impact on its business and<br />

financial condition. <strong>Telkom</strong> may be required to fund any penalties or damages from cash flows or drawings on its credit facilities, which<br />

could cause its indebtedness to increase.<br />

<strong>Telkom</strong> is party to various additional proceedings and lawsuits in the ordinary course of its business, which management does not believe<br />

will have a material adverse impact on <strong>Telkom</strong>.<br />

Negative working capital ratio<br />

At each of the financial periods ended March 31, 2009, 2008 and 2007 the Company had a negative working capital ratio. A negative<br />

working capital ratio arises when current liabilities are greater than current assets. Current liabilities are intended to be financed from<br />

operating cash flows, new borrowings and borrowings available under existing credit facilities.


Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

36. DIRECTORS’ INTERESTS<br />

<strong>Telkom</strong> Annual Report 2009 323<br />

ST Arnold, RJ Huntley, E Spio-Garbrah, KST Matthews and VB Lawrence, five of <strong>Telkom</strong>’s Board members, are the South African<br />

Government’s representative on <strong>Telkom</strong>’s Board of Directors. At March 31, 2009, the Government held 39.76% (2008: 39.42%, 2007:<br />

38.83%) of <strong>Telkom</strong>’s shares.<br />

B Molefe is a Public Investment Corporation (‘PIC’) representative on <strong>Telkom</strong>’s Board of Directors. As at March 31, 2009 the PIC held<br />

15.63% (2008: 15.23%, 2007: 15.27%) of <strong>Telkom</strong>’s shares.<br />

Beneficial Non-beneficial<br />

Direct Indirect Direct Indirect<br />

Directors’ shareholding (Number of shares)<br />

2009<br />

Executive<br />

RJ September 90,815 1,820 – –<br />

PG Nelson 19,182 – – –<br />

109,997 1,820 – –<br />

Non-executive<br />

PG Joubert – 15,000 – –<br />

D Barber – 1,200 – –<br />

– 16,200 – –<br />

2008<br />

Executive<br />

RJ September 7,155 – – –<br />

Total 7,155 – – –<br />

2007<br />

Non-executive<br />

TF Mosololi 455 – – –<br />

Total 455 – – –<br />

The directors’ shareholding changed between the balance sheet date and the date of issue of the financial statements and this has been<br />

reflected in the above information.<br />

2007 2008 2009<br />

Rm Rm Rm<br />

Directors’ emoluments 7 36 20<br />

Executive<br />

For services as directors<br />

Non-executive<br />

4 31 15<br />

For services as directors 3 5 5


324<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

36. DIRECTORS’ INTERESTS (continued)<br />

Directors’ emoluments (continued)<br />

Performance Fringe and<br />

Fees Remuneration bonus other benefits Total<br />

R R R R R<br />

2009<br />

Emoluments per director:<br />

Non-executive 5,028,084 – – – 5,028,084<br />

ST Arnold 1,030,000 – – – 1,030,000<br />

B du Plessis 498,000 – – – 498,000<br />

PSC Luthuli 642,000 – – – 642,000<br />

KST Matthews 441,000 – – – 441,000<br />

B Molefe 159,551 – – – 159,551<br />

AG Rhoda 124,001 – – – 124,001<br />

RJ Huntley 533,000 – – – 533,000<br />

Dr E Spio-Garbrah** 622,750 – – – 622,750<br />

Dr VB Lawrence** 359,000 – – – 359,000<br />

DD Barber 293,667 – – – 293,667<br />

PG Joubert 302,778 – – – 302,778<br />

Executive – 4,530,912 2,289,947 7,848,357 14,669,216<br />

RJ September* – 3,555,800 1,841,396 7,430,452 12,827,648<br />

PG Nelson* – 975,112 448,551 417,905 1,841,568<br />

Total emoluments – paid by <strong>Telkom</strong> 5,005,747 4,530,912 2,289,947 7,848,357 19,674,963<br />

2008<br />

Emoluments per director:<br />

Non-executive 4,633,933 – – – 4,633,933<br />

ST Arnold 1,124,373 – – – 1,124,373<br />

B du Plessis 393,967 – – – 393,967<br />

MJ Lamberti – – – – –<br />

PSC Luthuli 502,117 – – – 502,117<br />

TD Mahloele 357,684 – – – 357,684<br />

KST Matthews 501,217 – – – 501,217<br />

TF Mosololi 174,960 – – – 174,960<br />

M Mostert *** 229,433 – – – 229,433<br />

DD Tabata 250,583 – – – 250,583<br />

YR Tenza 305,633 – – – 305,633<br />

PL Zim 5,333 – – – 5,333<br />

B Molefe 20,497 – – – 20,497<br />

A Rhoda 14,286 – – – 14,286<br />

RJ Huntley 193,833 – – – 193,833<br />

Dr E Spio-Garbrah** 273,841 – – – 273,841<br />

Dr VB Lawrence** 286,176 – – – 286,176<br />

Executive – 14,489,833 3,436,308 13,244,896 31,171,037<br />

RJ September* – 2,453,757 3,436,308 13,218,772 19,108,837<br />

CEO – 1,016,524 3,436,308 10,438,538 14,891,370<br />

Acting CEO – 1,437,233 – 2,780,234 4,217,467<br />

LRR Molotsane* – 12,036,076 – 26,124 12,062,200<br />

Total emoluments – paid by <strong>Telkom</strong> 4,633,933 14,489,833 3,436,308 13,244,896 35,804,970


Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

36. DIRECTORS’ INTERESTS (continued)<br />

Directors’ emoluments (continued)<br />

Performance Fringe and<br />

<strong>Telkom</strong> Annual Report 2009 325<br />

Fees Remuneration bonus other benefits Total<br />

R R R R R<br />

2007<br />

Emoluments per director:<br />

Non-executive 2,641,168 – – – 2,641,168<br />

NE Mtshotshisa 463,050 – – – 463,050<br />

ST Arnold 353,719 – – – 353,719<br />

TCP Chikane 32,670 – – – 32,670<br />

B du Plessis 213,367 – – – 213,367<br />

PSC Luthuli 205,417 – – – 205,417<br />

TD Mahloele 166,667 – – – 166,667<br />

K Matthews 109,643 – – – 109,643<br />

TF Mosololi 214,417 – – – 214,417<br />

M Mostert 232,417 – – – 232,417<br />

DD Tabata 175,367 – – – 175,367<br />

YR Tenza 321,767 – – – 321,767<br />

PL Zim 152,667 – – – 152,667<br />

Executive – 2,272,785 – 1,653,202 3,925,987<br />

LRR Molotsane* – 2,272,785 – 1,653,202 3,925,987<br />

Total emoluments – paid<br />

by <strong>Telkom</strong> 2,641,168 2,272,785 – 1,653,202 6,567,155<br />

* Included in fringe and other benefits is a pension contribution for LRR Molotsane of RNil (2008: R4,690; 2007: R295,462), RJ September of<br />

R462,254 (2008: R280,261; 2007: RNil) and PG Nelson of R126,765 (2008: RNil; 2007: RNil) at March 31, 2009 paid to the <strong>Telkom</strong> Retirement<br />

Fund.<br />

** Foreign directors.<br />

*** In the absence of an internal corporate finance division, and pending the structuring and staffing thereof, the <strong>Telkom</strong> Board resolved that it was in the best<br />

interest of the Company and the shareholders to deploy the highest quality skills currently resident in <strong>Telkom</strong>, to evaluate, structure and make<br />

recommendations to the Board on major transactions. During 2008 M Mostert led all efforts in this regard and was remunerated accordingly. Moreover<br />

in compliance with the principles of good governance, the Board took legal advice and established that there was no conflict of interest arising out of<br />

his involvement in the transaction evaluated.


326<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

37. RELATED P<strong>AR</strong>TIES<br />

Details of material transactions and balances with related parties not disclosed separately in the annual financial statements were as<br />

follows:<br />

2007 2008 2009<br />

Rm Rm Rm<br />

With joint venture:<br />

Vodacom Group (Proprietary) Limited<br />

Related party balances<br />

Trade receivables 122 99 121<br />

Dividend receivable 1,450 1,595 1,100<br />

Trade payables (706) (691) (650)<br />

Related party transactions<br />

Revenue (1,510) (1,632) (1,781)<br />

Expenses 2,974 3,050 3,066<br />

Dividend received (2,700) (2,970) (2,600)<br />

Audit fees 6 5 4<br />

Revenue includes interconnect fees and lease and installation<br />

of transmission lines.<br />

Expenses mostly represent interconnect expenses.<br />

With shareholders:<br />

Public Investment Corporation<br />

There were no material transactions between the Company and<br />

the Public Investment Corporation.<br />

Government<br />

Related party balances<br />

Trade receivables 271 326 386<br />

Related party transactions<br />

Revenue (2,458) (2,623) (2,767)<br />

With subsidiaries:<br />

Trudon Proprietary Limited (formerly trading as TDS Directory<br />

Operations (Proprietary) Limited)<br />

Related party balances<br />

Trade receivables 6 7 10<br />

Trade payables (100) (151) (141)<br />

Dividend receivable 84 – –<br />

Related party transactions<br />

Revenue (57) (59) (62)<br />

Expenses 12 20 15<br />

Dividend received (149) (120) (47)


Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

37. RELATED P<strong>AR</strong>TIES (continued)<br />

With subsidiaries: (continued)<br />

Swiftnet (Proprietary) Limited<br />

Related party balances<br />

<strong>Telkom</strong> Annual Report 2009 327<br />

2007 2008 2009<br />

Rm Rm Rm<br />

Trade receivables – – 1<br />

Trade payables (14) (12) (15)<br />

Loan from subsidiary – – 10<br />

Related party transactions<br />

Revenue (16) (18) (17)<br />

Expenses – – 1<br />

Income includes data calls and billing fees.<br />

Rossal No 65 (Proprietary) Limited<br />

Related party balances<br />

Accruals and other payables (148) – (342)<br />

Loan to subsidiary – 30 –<br />

The loan is unsecured, interest-free and has no fixed repayment<br />

terms. The loan has been subordinated in favour of other creditors.<br />

Related party transactions<br />

Dividend paid 110 115 59<br />

Dividend received (56) (290) (29)<br />

Acajou Investments (Proprietary) Limited<br />

Related party balances<br />

(Accruals and other payables)/receivables (98) – 285<br />

Related party transactions<br />

Dividend paid 98 119 72<br />

Dividend received (100) (217) (71)<br />

Intekom (Proprietary) Limited<br />

Related party balances<br />

Accruals and other payables (5) (13) (23)<br />

Related party transactions<br />

Expenses 7 8 10<br />

Q-Trunk (Proprietary) Limited<br />

Related party balances<br />

Loan to subsidiary 30 26 22<br />

Impairment of loan (30) (26) (22)<br />

The loan is unsecured, interest-free and has<br />

no fixed repayment terms. The loan has been<br />

subordinated in favour of other creditors.<br />

Related party transactions<br />

Expenses 6 6 6


328<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

37. RELATED P<strong>AR</strong>TIES (continued)<br />

2007 2008 2009<br />

Rm Rm Rm<br />

With subsidiaries: (continued)<br />

Special purpose entity – cell captive<br />

Related party balances<br />

Investment – sinking fund (refer to note 11) 535 535 535<br />

Related party transactions<br />

Investment income (19) – –<br />

Africa Online Limited (Africa Online)<br />

Related party balances<br />

Loan to subsidiary – 74 236<br />

Trade receivables – – 4<br />

Trade payables – (4) –<br />

Related party transactions<br />

Revenue – (4) –<br />

Investment income – (2) (11)<br />

The loan is unsecured and bears interest at 3 month<br />

US$ LIBOR plus 5%. The loan has no fixed repayment terms.<br />

Multi-Links Telecommunications (Proprietary) Limited (Multi-Links)<br />

Related party balances<br />

Loan to subsidiary – 840 5,225<br />

Trade receivables – – 75<br />

Trade payables – (21) –<br />

Related party transactions<br />

Revenue – (21) (55)<br />

Investment income – (34) (178)<br />

The loan is unsecured and bears interest at 3 month US$ LIBOR<br />

plus 5%. The loan may be prepaid in full or in whole, provided<br />

that each part prepayment may not be less than US$1 million.<br />

The advances must be repaid on May 1, 2009, July 1,<br />

2009 and January 29, 2010.<br />

<strong>Telkom</strong> International (Proprietary) Limited<br />

Related party transactions<br />

Loan to subsidiary – 1,985 1,985<br />

Impairment of loan – – (874)<br />

The loan has been used to purchase a 75% shareholding in<br />

Multi-Links Telecommunications (Proprietary) Limited. The loan<br />

is unsecured and has no fixed repayment term.


Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

37. RELATED P<strong>AR</strong>TIES (continued)<br />

With subsidiaries: (continued)<br />

<strong>Telkom</strong> Media (Proprietary) Limited<br />

Related party transactions<br />

<strong>Telkom</strong> Annual Report 2009 329<br />

2007 2008 2009<br />

Rm Rm Rm<br />

Loan to subsidiary – 326 471<br />

Impairment of loan – (217) (471)<br />

The loan is interest-free and has no repayment terms.<br />

<strong>Telkom</strong> Foundation<br />

Related party transactions<br />

Expenses 54 58 54<br />

With entities under common control:<br />

Major public entities<br />

Related party balances<br />

Trade receivables 51 26 50<br />

Trade payables (2) (5) (3)<br />

The outstanding balances are unsecured and will be settled in<br />

cash in the ordinary course of business.<br />

Related party transactions<br />

Revenue (400) (485) (445)<br />

Expenses 206 201 180<br />

Rent received (29) (21) (20)<br />

Rent paid 18 18 19<br />

Income with major public entities for the year ended March 31,<br />

2007 has been restated due to additional BAN numbers being<br />

included in our calculation of income with major public entities.<br />

The effect of this is only on the disclosure of the related party<br />

note and has a RNil effect on the Company’s profit.<br />

Key management personnel compensation:<br />

(Including directors’ emoluments)<br />

Related party transactions<br />

Short-term employee benefits 108 114 54<br />

Post-employment benefits 3 3 5<br />

Termination benefits – 27 –<br />

Equity compensation benefits 8 24 36<br />

The fair value of the shares that vested in the current<br />

year is R11 million (2008: R12 million; 2007: RNil).


330<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

37. RELATED P<strong>AR</strong>TIES (continued)<br />

Terms and conditions of transactions with related parties<br />

The sales to and purchases from related parties of telecommunication services are made at arm’s length prices. Except as indicated above,<br />

outstanding balances at the year end are unsecured, interest-free (except for interest charged on overdue telephone accounts) and settlement<br />

occurs in cash. Apart from the bank guarantee to the amount not exceeding R23 million (US$3 million) provided to Africa Online Limited,<br />

there have been no guarantees provided or received for related party receivables or payables. Except as indicated above for the year<br />

ended March 31, 2009, the Company has not impaired any amounts owed by related parties (2008: RNil; 2007: RNil). This assessment<br />

is undertaken each financial year through examining the financial position of the related party and the market in which the related party<br />

operates.<br />

38. SIGNIFICANT EVENTS<br />

<strong>Telkom</strong> Renaissance<br />

On November 14, 2008, <strong>Telkom</strong>’s Board of Directors approved the new organisation structure which is designed to fit <strong>Telkom</strong>’s defend<br />

and growth strategy. The new structure is effective April 1, 2009 and is being managed through a project called <strong>Telkom</strong> Renaissance.<br />

The Group has been restructured into three operating Business Units namely <strong>Telkom</strong> South Africa, <strong>Telkom</strong> International and <strong>Telkom</strong> Data<br />

Centre Operations. The <strong>Telkom</strong> Renaissance initiative will occur over the next 24 months to ensure that all the necessary remodelling,<br />

reorganising, revitalising and re-engineering happens in order to make the new structure function optimally.<br />

This initiative is a complete transformation of the way <strong>Telkom</strong> focuses on servicing its customers and creating value for its stakeholders. It is<br />

a positive, purposeful change towards a more accountable and competitive company. This change is a necessary part of <strong>Telkom</strong>’s strategy<br />

to maintain and grow market share in South Africa whilst building a strong footprint on the African continent.<br />

Capability Management<br />

<strong>Telkom</strong> will seek to manage costs and address service delivery constraints by realigning its structure and resources to better match its<br />

transforming information, communications and technology business.<br />

The transformation of the communications industry and increasing market and competitive pressure has put communication companies such<br />

as <strong>Telkom</strong> under increasing revenue and expense constraints while being required to improve customer service. As a result capability<br />

management is designed to ensure that the capabilities needed to succeed in a converged communications market are established through<br />

the optimal utilisation of external as well as internal capabilities, extracting efficiencies, where possible, through scale of a rapidly maturing<br />

retail and wholesale market and better organised functional areas in a more deregulated and liberalised communications market.<br />

Capability management includes the internal consolidation of certain functional areas and the optimisation of strategic supplier and service<br />

provider relationships improving performance in other functional areas.<br />

Capability Management will be concerned with assisting in addressing the margin and service delivery pressures by reassessing the<br />

operational service delivery methodology currently deployed with a view of increasing flexibility, reducing expense while improving service<br />

delivery across <strong>Telkom</strong>.<br />

Given the challenges <strong>Telkom</strong> faces in rolling out broadband, converged and data services, maintaining our legacy network and expanding<br />

our operations across the African continent, employees’ skills and performance must be aligned with our strategy to ensure financial,<br />

operational and transformational targets, customer expectations and shareholder expectations are met.<br />

The immediate objective therefore is to remodel service delivery. This is one of the strategic initiatives under Project Renaissance and will<br />

focus on the following:<br />

• Identify and assess existing capabilities;<br />

• Establish a <strong>Telkom</strong> Capability Inventory;<br />

• Determine future capability requirements;<br />

• Identify and develop a set of optimal service delivery options for achieving current and future strategic objectives; and


Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

38. SIGNIFICANT EVENTS (continued)<br />

Capability Management (continued)<br />

• Enable <strong>Telkom</strong> South Africa, <strong>Telkom</strong> International and <strong>Telkom</strong> Data Centre Operations to:<br />

– Improve resource efficiency;<br />

– Improve capital productivity; and<br />

– Improve service delivery.<br />

<strong>Telkom</strong> Annual Report 2009 331<br />

A memorandum of understanding was entered into between <strong>Telkom</strong> and organised labour which included issues such as the deferment of<br />

the Managed Services Partner outsourcing project implementation post April 2009 and the establishment of a restructuring forum where all<br />

restructuring initiatives will be debated between the parties concerned.<br />

<strong>Telkom</strong> Management Services (Proprietary) Limited (TMS)<br />

TMS was registered as a company during August 2008. <strong>Telkom</strong>’s Board approved the establishment of TMS as a part of <strong>Telkom</strong>’s strategic<br />

plan to grow revenue and expand geographic reach.<br />

Appointment of director<br />

On November 10, 2008, <strong>Telkom</strong> announced the appointment of Mr Peter Nelson as Chief Financial Officer and director of the Company<br />

with effect from December 8, 2008.<br />

39. SUBSEQUENT EVENTS<br />

Dividends<br />

The <strong>Telkom</strong> Board declared an ordinary dividend of 115 cents (2008: 660 cents, 2007: 600 cents) per share and a special dividend<br />

of 260 cents (2008: Nil cents, 2007: 500 cents) per share on June 19, 2009, payable on July 20, 2009 to shareholders registered on<br />

July 17, 2009.<br />

Acquisition of MWEB Africa Limited and majority equity stake in MWEB Namibia (Proprietary) Limited<br />

On November 10, 2008, <strong>Telkom</strong> International (Proprietary) Limited, a wholly owned subsidiary of <strong>Telkom</strong>, announced it had entered into<br />

agreements to acquire 100% of MWEB Africa Limited (‘MWEB Africa’) and 75% of MWEB Namibia (Proprietary) Limited (’MWEB<br />

Namibia‘) . The purchase price for the MWEB Africa Group including AFSAT and MWEB Namibia is US$55 million (approximately R498<br />

million) with a deferred payment of US$14,18 million due when the profits of MWEB Group for the year ended March 31, 2009 are<br />

finalised. These shareholdings will be acquired from Multichoice Africa Limited and MIH Holdings Limited respectively, which are members<br />

of the Naspers Limited Group.<br />

MWEB Africa is an internet services provider in sub-Saharan Africa (excluding South Africa) which also provides network access services<br />

in some countries and is headquartered in Mauritius with operations in Namibia, Nigeria, Kenya, Tanzania, Uganda and Zimbabwe, an<br />

agency arrangement in Botswana and distributors in 26 sub-Saharan African countries.<br />

The acquisition of MWEB is part of the Group’s strategy of growing its broadband and solidifying its market position through acquisitions.<br />

The successful conclusion of the agreements being entered into is subject to conditions precedent, including regulatory approvals being<br />

obtained in certain African jurisdictions.<br />

Subsequent to year end, on April 21, 2009, the conditions precedent to the sale were fulfilled.<br />

AT&T strategic agreement<br />

On April 16, 2009, <strong>Telkom</strong> and AT&T, the global communications leader, entered into a strategic agreement which aims to extend AT&T’s<br />

global networking reach to sub-Saharan Africa and boost <strong>Telkom</strong>’s strategy to grow a strong ICT footprint on the African continent. The<br />

agreement will allow both companies to explore ways to provide global seamless communication and technology solutions and services<br />

to multinational customers, ether based in or seeking to extend their operations in sub-Saharan Africa.<br />

Under the terms of the memorandum of understanding, the two companies will begin work towards definitive agreements that would<br />

• directly connect the <strong>Telkom</strong> regional network and the AT&T global network;<br />

• deliver a wider geographic footprint of telecommunication services, in both sub-Saharan Africa and other global points;<br />

• enhance mobile service capabilities for corporate customers in sub-Saharan Africa;<br />

• extend global VPN (Virtual Private Network) services to support the state of art network requirements of customers either headquartered<br />

in or seeking to expand sites in sub-Saharan Africa;<br />

• explore other potential opportunities in areas such as Telepresence, hosting and professional services; and<br />

• expand the existing global wholesale voice services relationship between <strong>Telkom</strong> Group and AT&T.


332<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

39. SUBSEQUENT EVENTS (continued)<br />

<strong>Telkom</strong> Media (Proprietary) Limited (<strong>Telkom</strong> Media)<br />

On August 31, 2006, <strong>Telkom</strong> created a new subsidiary, <strong>Telkom</strong> Media (Proprietary) Limited, with a black economic empowerment (‘BEE’)<br />

shareholding. ICASA awarded <strong>Telkom</strong> Media a commercial satellite and cable subscription broadcast licence on September 12, 2007.<br />

On March 31, 2008, the <strong>Telkom</strong> Board took a decision to substantially reduce its investment in <strong>Telkom</strong> Media and as such <strong>Telkom</strong> Media<br />

reduced its operational expenses and commitments to a minimum. <strong>Telkom</strong> Media did not meet the held for sale criteria at year end as<br />

management were unable to sell the disposal group for its expected price and therefore decided to abandon it.<br />

Subsequent to year end <strong>Telkom</strong> was approached by potential buyers of <strong>Telkom</strong>’s interest in <strong>Telkom</strong> Media and negotiations with the potential<br />

buyer were concluded. On May 4, 2009, <strong>Telkom</strong> sold its 75% interest in <strong>Telkom</strong> Media to Shenzhen Media South Africa (Proprietary)<br />

Limited for a nominal amount.<br />

Disposal and unbundling of stake in Vodacom<br />

In 2008 <strong>Telkom</strong> announced a decision to dispose of its entire stake in Vodacom through selling of 15% of its stake to Vodafone, a wholly<br />

owned subsidiary of Vodafone Group plc and unbundling its remaining 35% stake to its shareholders pursuant to a listing of Vodacom on<br />

the main board of JSE Limited.<br />

On May 18, 2009 Vodacom was successfully listed on the main board of the JSE Limited and a special dividend of R19 was distributed<br />

to all <strong>Telkom</strong> shareholders. <strong>Telkom</strong> successfully completed the unbundling of Vodacom shares to its shareholders on May 25, 2009.<br />

Bookbuilding of Vodacom Group (Proprietary) Limited shares<br />

On June 2, 2009, <strong>Telkom</strong> announced the successful completion of the accelerated bookbuilding of Vodacom shares, raising R1,540 million<br />

for "ineligible shareholders". The directors of <strong>Telkom</strong>, in consultation with Vodafone, determined that <strong>Telkom</strong> shareholders in the United States<br />

of America would be regarded as "ineligible shareholders" for the unbundling of Vodacom shares to shareholders of <strong>Telkom</strong>, which was<br />

completed on May 25, 2009, and would therefore not receive Vodacom shares in such distributions.<br />

The proceeds from the offering, net of applicable fees, expenses, taxes and charges, will be distributed to the "ineligible shareholders" in<br />

proportion to their entitlement to Vodacom shares.<br />

New York Stock Exchange listing<br />

Given the current global economic climate and the absolute necessity for <strong>Telkom</strong> to reduce its cost profile, the Board has decided to delist<br />

from the New York Stock Exchange. Maintaining a listing in the United States of America is expensive and takes considerable management<br />

time. The methodology employed and discipline gained from Sarbanes-Oxley reporting requirements will be retained to ensure strict<br />

governance compliance and transparent financial reporting.<br />

<strong>Telkom</strong> is comfortable that the Johannesburg Stock Exchange provides sufficient access to capital for both South African and global<br />

investors. <strong>Telkom</strong> intends to maintain a level 1 American Depository Receipt programme to facilitate over-the-counter- trading in the United<br />

States of America.<br />

<strong>Telkom</strong> Communications International (Proprietary) Limited<br />

The Abacus Financial Services (Mauritius) Limited issued a notice under section 265 (5) of the Companies Act 1984 that <strong>Telkom</strong><br />

Communications International (Proprietary) Limited has been dissolved with effect from May 12, 2009.<br />

Other matters<br />

The directors are not aware of any other matter or circumstance since the financial year ended March 31, 2009 and the date of this<br />

report, or otherwise dealt with in the financial statements, which significantly affects the financial position of the Company and the results<br />

of its operations.


Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

40. ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED<br />

<strong>Telkom</strong> Annual Report 2009 333<br />

The Company has not early adopted the following standards, interpretations and amendments that have been issued and are not yet<br />

effective:<br />

IFRS1 First-time Adoption of International Financial Reporting Standards: Cost of an Investment in a Subsidiary, Jointly Controlled Entity<br />

or Associate (amended)<br />

This amendment is effective for annual periods beginning on or after January 1, 2009. This standard is amended to allow an entity, in its<br />

separate financial statements, to determine the cost of investments in subsidiaries, jointly controlled entities or associates (in its opening IFRS<br />

financial statements) as one of the following amounts:<br />

• Cost determined in accordance with IAS27<br />

• At the fair value of the investment at the date of the transition to IFRS, determined in accordance with IAS39 Financial Instruments:<br />

Recognition and Measurement<br />

• The previous GAAP carrying amount of the investment at the date of transition to IFRS<br />

This determination is made for each investment, rather than being a policy decision.<br />

The amendment does not have an impact on the annual financial statements.<br />

IFRS2 Share-based Payment: Vesting Conditions and Cancellations (amended)<br />

This amendment is effective for annual periods beginning on or after January 1, 2009. The amendments to IFRS2 Share-based Payment<br />

clarifies the definition of vesting conditions and the accounting treatment of cancellations by the counterparty to a share-based arrangement.<br />

The amendment will not have a material impact on the Company’s financial statements.<br />

IFRS2 Share-Based Payment: Group Cash-Settled Share-Based Payment Arrangements (amended)<br />

This amendment is effective for annual periods beginning on or after January 1, 2010. The amendment clarifies how an individual<br />

subsidiary in a group should account for some share-based payment arrangements in its own financial statements. The amendment will not<br />

have a material impact on the Company’s financial statements.<br />

IFRS3 Business Combinations (revised)<br />

The revisions are effective for annual periods beginning on or after July 1, 2009 .The revised standard still applies the acquisition method<br />

of accounting for business combinations, with some significant changes. For example, all payments to purchase a business are to be<br />

recorded at fair value at the acquisition date, with contingent payments classified as debt subsequently re-measured through the income<br />

statement. There is a choice on an acquisition-by-acquisition basis to measure the non-controlling interest in the acquiree either at fair value<br />

or at the non-controlling interest’s proportionate share of the acquiree’s net assets. All acquisition-related costs should be expensed. The<br />

revised standard will not have an impact on the annual financial statements.<br />

IFRS7 Financial Instruments: Disclosures (amended)<br />

The interpretation is applicable for annual periods beginning on or after January 1, 2009. The amendment requires enhanced disclosures<br />

about fair value measurements and liquidity risk. The impact of the amendment is being evaluated.<br />

IFRS8 Operating Segments<br />

This standard is effective for annual periods beginning on or after January 1, 2009. The standard requires operating segments to be<br />

identified on the basis of internal reports about components of the entity that are regularly reviewed by the chief operating decision maker<br />

in order to allocate resources to the segment and to assess its performance. The impact of this standard is currently being evaluated.<br />

IFRIC9 Reassessment of Embedded Derivatives (amended)<br />

The amendment is effective for annual periods ending on or after June 30, 2009. The amendment clarifies that on reclassification of a<br />

financial asset out of the ‘fair value through profit or loss’ category, all embedded derivatives have to be assessed and, if necessary,<br />

separately accounted for in financial statements. The amendment will not have an impact on the financial statements as <strong>Telkom</strong> does not<br />

have material embedded derivatives.


334<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

40. ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED (continued)<br />

IFRIC13 Customer Loyalty Programmes<br />

The interpretation is effective for annual periods beginning on or after July 1, 2008. The interpretation requires loyalty award credits granted<br />

to customers in connection with a sales transaction to be accounted for as a separate component of the sales transaction. The consideration<br />

received in the sales transaction would, therefore, be allocated between the loyalty award credits and the other components of the sale.<br />

IFRIC13 is not relevant to the Company’s operations because none of the Company’s companies operate any loyalty programmes.<br />

Where the cost of fulfilling the awards is expected to exceed the consideration received, the entity will have to recognise an onerous<br />

contract liability. The impact of this amendment is being evaluated.<br />

IFRIC15 Agreements for the Construction of Real Estate<br />

The interpretation is effective for annual periods beginning on or after January 1, 2009. The aim of this interpretation is to determine<br />

whether an agreement for the construction of real estate is within the scope of IAS11 Construction Contracts or IAS18 Revenue.<br />

This interpretation is not relevant to the Company’s operations as the Company does not construct real estates.<br />

IFRIC16 Hedges of a Net Investment in a Foreign Operation<br />

The interpretation is effective for annual periods beginning on or after October 1, 2008. The interpretation provides guidance in respect<br />

of hedges of foreign currency gains and losses on a net investment in a foreign operation. This includes the fact that net investment hedging<br />

relates to differences in functional currency and not presentation currency, and hedging instruments may be held anywhere in the Group.<br />

The interpretation will not have an impact on the Company’s financial statements.<br />

IFRIC17 Distributions of Non-Cash Assets to Owners<br />

The interpretation is effective for annual periods beginning on or after July 1, 2009. The interpretation provides guidance on how an entity<br />

should account for non-cash distributions to its owners and/or distributions that give owners a choice of receiving either non-cash assets or<br />

a cash alternative. The impact of the amendment is being evaluated.<br />

IFRIC 18 Transfer of Assets from Customers<br />

The interpretation is effective for annual periods beginning on or after July 1, 2009.<br />

IFRIC18 clarifies the requirements of IFRSs for agreements in which an entity receives from a customer an item of property, plant and<br />

equipment (‘PPE’) that the entity must then use either to connect the customer to a network or to provide the customer with ongoing access<br />

to a supply of goods or services. The IFRIC also provides guidance where an entity receives cash from a customer that must be used only<br />

to acquire or construct an item of PPE in order to connect the customer to a network or provide the customer with ongoing access to a<br />

supply of goods or services. The impact of this interpretation is currently being evaluated.<br />

IAS1 Presentation of Financial Statement (revised)<br />

The revised standard is effective for annual periods beginning on or after January 1, 2009.<br />

IAS1R introduces a statement of comprehensive income with two optional formats and refers to the balance sheet and cash flow statement<br />

by different names: the ‘statement of financial position’ and ‘statement of cash flows’, respectively. The revision to the standard will result<br />

in changes in the way the annual financial statements are presented.<br />

IAS7 Cash Flow Statement: Consequential Amendments arising from Amendments to IAS16<br />

The amendment is effective for annual periods beginning on or after January 1, 2009. IAS7 as amended requires cash receipts and<br />

payments relating to purchase, rental and sale of property, plant and equipment held for rental to be treated as cash flows from operating<br />

activities. The impact of this amendment is being evaluated.<br />

IAS23 Borrowing Costs (revised)<br />

The revised standard applies to borrowing costs relating to qualifying assets for which the commencement date for capitalisation is on or<br />

after January 1, 2009. The revised standard requires all borrowing costs that are directly attributable to the acquisition, construction or<br />

production of qualifying assets to be capitalised. The Company does not expect the adoption of the standard to have a material impact.


Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

40. ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED (continued)<br />

IAS27 Consolidated and Separate Financial Statements (revised)<br />

<strong>Telkom</strong> Annual Report 2009 335<br />

The revisions are effective for annual periods beginning on or after July 1, 2009. The revised standard requires the effects of all transactions<br />

with non-controlling interests to be recorded in equity if there is no change in control and these transactions will no longer result in goodwill<br />

or gains and losses. The standard also specifies the accounting when control is lost. Any remaining interest in the entity is re-measured to<br />

fair value, and a gain or loss is recognised in profit or loss. The impact of the revised standard is being evaluated.<br />

IAS27 Consolidated and Separate Financial Statements – Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate<br />

(amended)<br />

The amended standard is effective for annual periods beginning on or after January 1, 2009. The amended standard is for the following<br />

changes in respect of the holding company’s separate financial statements:<br />

• The deletion of the ‘cost method’. Making the distinction between pre- and post-acquisition profits is no longer required. All dividends<br />

will be recognised in profit or loss. However, the payment of such dividends requires the entity to consider whether there is an indicator<br />

of impairment; and<br />

• In cases of reorganisations where a new parent is inserted above an existing parent of the Group (subject to meeting specific<br />

requirements), the cost of the subsidiary is the previous carrying amount of its share of equity items in the subsidiary rather than its fair<br />

value. The impact of this amended standard is currently being evaluated.<br />

Amendment to IAS32 Financial Instruments Presentation and IAS1 Presentation of Financial Statements, Puttable Financial Instruments<br />

The amendment is effective for periods beginning January 1, 2009. The amendments classify puttable financial instruments, or components<br />

of instruments, that impose on the entity an obligation to deliver to another party a pro-rata share of the net assets of the entity only on<br />

liquidation, as equity, provided they have particular features and meet specific conditions. The impact of this amended standard is being<br />

evaluated.<br />

IAS39: Financial Instruments: Recognition and Measurement (amended)<br />

The amendment is effective for annual periods ending on or after June 30, 2009. The amendment clarifies that on reclassification of a<br />

financial asset out of the ‘fair value through profit or loss’ category, all embedded derivatives have to be assessed and, if necessary,<br />

separately accounted for in financial statements. The amendment will not have an impact on the financial statements as <strong>Telkom</strong> does not<br />

have material embedded derivatives.<br />

IAS39 Financial Instruments: Recognition and Measurement – Eligible Hedged Items (amended)<br />

The amendment to the standard is effective for annual periods beginning on or after July 1, 2009. The amendment clarifies that an entity<br />

is permitted to designate a portion of the fair value changes or cash flow variability of a financial instrument as a hedged item. The<br />

amendment will not have an impact on the financial statements as <strong>Telkom</strong> does not apply hedge accounting.


336<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

40. ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED (continued)<br />

Changes as a result of the annual improvements project<br />

A number of standards were amended as a result of the annual improvements project of the IASB in May 2008 effective for annual periods<br />

beginning on or after January 1, 2009, with the exception of IFRS5 which is effective for annual periods beginning on or after July 1,<br />

2009. These standards were as follows:<br />

IFRS5 Non-Current Assets Held for Sale and Discontinued Operations<br />

IAS1 Presentation of Financial Statements<br />

IAS16 Property, Plant and Equipment<br />

IAS19 Employee Benefits<br />

IAS20 Accounting for Government Grants and Disclosure of Government Assistance<br />

IAS23 Borrowing Costs<br />

IAS27 Consolidated and Separate Financial Statements<br />

IAS28 Investments in Associates<br />

IAS29 Financial Reporting in Hyperinflationary Economies<br />

IAS31 Interests in Joint Ventures<br />

IAS36 Impairment of Assets<br />

IAS38 Intangible Assets<br />

IAS39 Financial Instruments: Recognition and Measurement<br />

IAS40 Investment Property<br />

IAS41 Agriculture.<br />

The Company will adopt the changes to these standards during the 2010 financial year with the exception of IFRS5, which will be adopted<br />

during the 2011 financial year. The Company is currently evaluating the effects of the amendments.


Shareholder analysis<br />

at March 31, 2009<br />

Number of<br />

<strong>Telkom</strong> Annual Report 2009 337<br />

shareholders % Holdings %<br />

Range of shareholders<br />

1 – 100 shares 68,789 71.69 2,392,802 0.46<br />

101 – 1 000 shares 24,353 25.38 6,839,429 1.31<br />

1 001 – 10 000 shares 2,031 2.12 5,683,371 1.09<br />

10 001 – 50 000 shares 380 0.40 9,281,138 1.78<br />

50 001 – 100 000 shares 157 0.16 11,252,414 2.16<br />

100 001 – 1 000 000 shares 217 0.23 59,384,767 11.40<br />

1 000 001 and more shares 33 0.03 425,949,977 81.80<br />

95,960 100.00 520,783,898 100.00<br />

Type of shareholder<br />

Banks 147 0.15 56,436,518 10.84<br />

Close corporations 163 0.17 236,071 0.05<br />

Empowerment 1 0.00 37,506,809 7.20<br />

Endowment funds 232 0.24 734,227 0.14<br />

Individuals 91,625 95.48 11,570,245 2.22<br />

Insurance companies 78 0.08 26,072,715 5.01<br />

Investment companies 67 0.07 13,538,084 2.60<br />

Medical aid schemes 20 0.02 437,317 0.08<br />

Mutual funds 422 0.44 40,790,503 7.83<br />

Nominees and trusts<br />

Other corporations (including the Government of the<br />

2,438 2.54 2,869,011 0.55<br />

Republic of South Africa) 126 0.13 207,218,515 39.79<br />

Own holdings 2 0.00 19,790,236 3.80<br />

Retirement funds 350 0.36 101,615,937 19.51<br />

Private companies 263 0.27 1,583,493 0.30<br />

Public companies 25 0.03 375,871 0.07<br />

Share trusts 1 0.00 8,346 0.00<br />

95,960 100.00 520,783,898 100.00<br />

Geographical holdings by owner<br />

South Africa 95,522 99.54 447,187,584 85.87<br />

United States 128 0.13 51,178,233 9.83<br />

United Kingdom 99 0.10 15,573,222 2.99<br />

Europe 65 0.07 5,506,841 1.06<br />

Other 146 0.15 1,338,018 0.26<br />

95,960 100.00 520,783,898 100.00<br />

Beneficial shareholders of more than 2%<br />

The government of the Republic of South Africa 207,038,058 39.76<br />

Black Ginger 33 (Proprietary) Limited 46,604,996 8.95<br />

Public Investment Corporation 34,773,817 6.67<br />

Elephant Consortium NewShelf 772 (Proprietary) Limited 37,506,809 7.20<br />

Liberty Group 18,151,712 3.49<br />

Rossal No 65 (Proprietary) Limited Equities 11,646,680 2.24<br />

355,722,072 68.31


338<br />

<strong>Telkom</strong> Annual Report 2009<br />

Shareholder analysis continued<br />

at March 31, 2009<br />

Public and non-public shareholders<br />

Holdings %<br />

Non-public shareholders 260,388,774 50.78<br />

The Government of the Republic of South Africa 207,038,058 39.76<br />

Empowerment 37,506,809 7.20<br />

Government buffer account 9,461 0.00<br />

Diabo share trust 8,346 0.00<br />

<strong>Telkom</strong> Treasury Stock 19,790,236 3.80<br />

Executive and non-executive directors* 83,544 0.02<br />

Subsidiaries directors* 24,098 0.00<br />

Public shareholders<br />

Institutional and retail investors 256,323,346 49.22<br />

* Director holdings consists of direct and indirect holdings.<br />

520,783,898 100.00<br />

The information above is based on registered shareholders, except where only beneficial shareholders’ information was available.


Definitions<br />

3G<br />

The generic term, 3G, is used to denote the next generation of mobile<br />

systems designed to support high-speed data transmission (144 Kbps<br />

and higher) and Internet Protocol (IP)-based services in fixed, portable<br />

and mobile environments. As envisaged by the ITU, the 3G system will<br />

integrate different service coverage zones and be a global platform<br />

and the necessary infrastructure for the distribution of converged<br />

service, whether mobile or fixed, voice or data, telecommunications,<br />

content or computing.<br />

ADSL (ASYMMETRICAL DIGITAL SUBSCRIBER LINE)<br />

ADSL is a broadband access standard which uses existing copper lines<br />

to offer high-speed digital connections over the local loop. ADSL<br />

transmits data asymmetrically, meaning that the bandwidth usage is<br />

much higher in one direction than the other. ADSL provides greater<br />

bandwidth from the exchange to the customer (ie. downloading) than<br />

from the customer to the exchange (ie. sending).<br />

<strong>AR</strong>PU<br />

Vodacom’s average monthly revenue per customer, or <strong>AR</strong>PU, is<br />

calculated by dividing the average monthly revenue during the period<br />

by the average monthly total reported customer base during the period.<br />

<strong>AR</strong>PU excludes revenue from equipment sales, other sales and services<br />

and revenue from national and international users roaming on<br />

Vodacom’s networks.<br />

ATM (ASYNCHRONOUS TRANSFER MODE)<br />

ATM is a high-speed Wide Area Network (WAN), connectionoriented,<br />

packet-switching data communications protocol that allows<br />

voice, data and video to be delivered across existing local and Wide<br />

Area Networks. ATM divides data into cells and can handle data<br />

traffic in bursts. It is asynchronous, in that the stream of cells from one<br />

particular user is not necessarily continuous.<br />

BANDWIDTH<br />

Bandwidth is a measure of the quantity of signals that can travel over<br />

a transmission medium such as copper or a glass fibre strand. It is the<br />

available space available to carry a signal. The greater the<br />

bandwidth, the greater the information carrying capacity. Bandwidth is<br />

measured in bits per second.<br />

BROADBAND<br />

Broadband is a method of measuring the capacity of different types of<br />

transmission. Digital bandwidth is measured in the rate of bits<br />

transmitted per second (bps). For example, an individual ISDN channel<br />

has a bandwidth of 64 Kbps, meaning that it transmits 64,000 bits<br />

(digital signals) every second.<br />

CAGR<br />

Compound Annual Growth Rate.<br />

<strong>Telkom</strong> Annual Report 2009 339<br />

C<strong>AR</strong>RIER PRE-SELECTION<br />

Carrier pre-selection is usually initiated by the telecoms Regulator.<br />

It enables individuals to choose which telecom will carry their traffic<br />

(mainly long distance) by a signalling contract rather than having to<br />

dial extra digits.<br />

CDMA (CODE DIVISION MULTIPLE ACCESS)<br />

CDMA is one of many technologies for digital transmission of radio<br />

signals between, for example, mobile telephones and radio base<br />

stations. In CDMA, which is a spread-spectrum modulation technology,<br />

each call is assigned a unique “pseudorandom” sequence of<br />

frequency shifts that serve as a code to distinguish it. The mobile phone<br />

is then instructed to decipher only a particular code to pluck, as it were,<br />

the right conversation off the air.<br />

CIRCUIT<br />

A circuit is a connection or line between two points. This connection<br />

can be made through various media, including copper, coaxial cable,<br />

fibre or microwave. A telephone exchange is a circuit switch.<br />

DECT (DIGITAL ENHANCED CORDLESS<br />

TELECOMMUNICATIONS)<br />

DECT is the standard for cordless telephones. DECT phones<br />

communicate using the PSTN (public switched telephone network)<br />

through a small base station in the home or office and have a working<br />

radius of between 50 and 300 metres.<br />

EBITDA<br />

EBITDA represents profit for the year before taxation, finance charges,<br />

investment income and depreciation, amortisation, impairment and<br />

write-offs.<br />

EDGE (ENHANCED DATA FOR GSM EVOLUTION)<br />

EDGE is a technology designed to enhance GSM and TDMA systems<br />

with respect to data rates and is widely considered to be the GSM<br />

evolution beyond GPRS. It enhances the data capabilities of GSM and<br />

TDMA systems by altering the RF modulation scheme to allow greater<br />

data rates per time slot. Because it uses a different modulation<br />

technique across the air-interface, EDGE requires different mobile<br />

terminals/ handsets than those designed for the GSM air-interface.<br />

EFFECTIVE TAX RATE<br />

The effective tax rate is the tax charge in the income statement divided<br />

by pre-tax profit.<br />

ETHERNET<br />

Ethernet is a protocol that defines how data is transmitted to and<br />

received from LANs. It is the most prevalent LAN protocol, with speeds<br />

of up to 10 Mbps.


340<br />

<strong>Telkom</strong> Annual Report 2009<br />

Definitions continued<br />

EVDO (EVOLUTION-DATA OPTIMISED OR EVOLUTION-<br />

DATA ONLY)<br />

EVDO is a telecommunications standard for the wireless transmission of<br />

data through radio signals, typically for broadband Internet access.<br />

It uses multiplexing techniques including code division multiple access<br />

(CDMA) as well as time division multiple access (TDMA) to maximise<br />

both individual user’s throughput and the overall system throughput.<br />

FIBRE OPTICS<br />

Fibre optics is where messages or signals are sent via light rather than<br />

electrical signals down a very thin strand of glass. Light transmission<br />

enables much higher data rates than conventional wire, coaxial cable<br />

and many forms of radio. Signals travel at the speed of light and do<br />

not generate nor are subject to interference.<br />

FIBRE RINGS<br />

Fibre rings have come to be used in many fibre networks as it provides<br />

more network resiliency: if there is a failure along a route and a ring is<br />

broken, the direction of the traffic can be reversed and the traffic will<br />

still reach its final destination.<br />

FIXED ACCESS LINES<br />

Fixed access lines are comprised of public switched<br />

telecommunications network lines, or PSTN lines, including integrated<br />

services digital network channels, or ISDN channels, and public and<br />

private payphones, but excluding internal lines in service.<br />

FIXED ACCESS LINES PER EMPLOYEE<br />

To calculate the number of access lines per employee the total number<br />

of access lines is divided by the number of employees at the end of the<br />

period.<br />

FIXED-LINE PENETRATION<br />

Fixed-line penetration or teledensity is based on the total number of<br />

telephone lines in service at the end of the period per 100 persons in<br />

the population of South Africa. Population is the estimated South<br />

African population at the mid-year in the periods indicated as<br />

published by Statistics South Africa, a South African Government<br />

department.<br />

FIXED-LINE TRAFFIC<br />

Fixed-line traffic, other than international outgoing mobile traffic,<br />

international interconnection traffic and international Voice over Internet<br />

Protocol traffic, is calculated by dividing traffic operating revenue for<br />

the particular category by the weighted average tariff for such<br />

category during the relevant period. Fixed-line international outgoing<br />

mobile traffic and international interconnection traffic are based on the<br />

traffic registered through the respective exchanges and reflected in<br />

international interconnection invoices. International Voice over Internet<br />

Protocol traffic is based on the traffic reflected in invoices.<br />

FRAME RELAY<br />

Frame relay is a widely implemented telecommunications service<br />

designed for cost-efficient data transmission for data traffic between<br />

local area networks and between end-points in a wide area network.<br />

The network effectively provides a permanent circuit, which means that<br />

the customer sees a continuous, dedicated connection, but does not<br />

pay for a full-time leased line.<br />

GPRS (GENERAL PACKET RADIO SERVICE)<br />

GPRS is a packet rather than a circuit-based technology. GPRS allows<br />

for faster data transmission speed to both GSM and TDMA (IS-136)<br />

networks. GPRS is a packet-switched technology that overlays the<br />

circuit-switched GSM network. The service can be introduced to<br />

cellular networks by infrastructure.<br />

GSM (GLOBAL SYSTEM FOR MOBILE)<br />

GSM is a second generation digital mobile cellular technology using<br />

a combination of frequency division multiple access (FDMA) and time<br />

division multiple access (TDMA). GSM operates in several frequency<br />

bands: 400 MHz, 900 MHz and 1800 MHz. On the TDMA side,<br />

there are eight timeslots or channels carrying calls, which operate on<br />

the same frequency. Unlike other cellular systems, GSM provides a<br />

high degree of security by using subscriber identity module (SIM) cards<br />

and GSM encryption.<br />

HSDPA<br />

High Speed Downlink Packet Access.<br />

IAS<br />

International Accounting Standards.<br />

IFRS<br />

International Financial Reporting Standards.<br />

INTERCONNECTION<br />

Interconnection refers to the joining of two or more networks. Networks<br />

need to interconnect to enable traffic to be transmitted to and from<br />

destinations. The amounts paid and received by the operators vary<br />

according to distance, time, the direction of traffic, and the type of<br />

networks involved.<br />

INTEREST COVER<br />

Interest cover is calculated by dividing EBIT by the net interest charge<br />

in the income statement. It is a measure of income gearing.<br />

ISDN (INTEGRATED SERVICES DIGITAL NETWORK)<br />

ISDN is a data communications standard used to transmit digital<br />

signals over ordinary copper telephone cables. This is one technology<br />

for overcoming the “last mile” of copper cables from the local<br />

exchange to the subscribers premises, which has proved a bottleneck<br />

for Internet access, for example. ISDN allows to carry voice and data<br />

simultaneously, in each of at least two channels capable of carrying<br />

64 Kbps. It provides up to 128 Kbps and a total capacity of 144<br />

Kbps exist.<br />

ITU (INTERNATIONAL TELECOMMUNICATIONS UNION)<br />

ITU is the global technical standard-setting body for<br />

telecommunications services.


Definitions continued<br />

LAN (LOCAL <strong>AR</strong>EA NETWORK)<br />

A LAN is a group of devices that communicate with each other within<br />

a limited geographic area, such as an office.<br />

LEASED LINE<br />

A leased line is a telecommunications transmission circuit that is<br />

reserved by a communications provider for the private use of a<br />

customer.<br />

LIBOR<br />

London Interbank Offer Rate.<br />

LOCAL LOOP<br />

The local loop is the final connection between the exchange and the<br />

home or office. It is also known as the last mile.<br />

MICROWAVE<br />

Microwave is radio transmission using very short wavelengths.<br />

MMS (MULTIMEDIA MESSAGING SERVICES)<br />

MMS is a service developed jointly together with 3GPP, allows users<br />

to combine sounds with images and text when sending messages,<br />

much like the text-only SMS.<br />

MOBILE CHURN<br />

Vodacom’s churn is calculated by dividing the average monthly number<br />

of disconnections during the period by the average monthly total<br />

reported customer base during the period.<br />

MOBILE PENETRATION<br />

Vodacom calculates penetration, or teledensity, based on the total<br />

number of customers at the end of the period per 100 persons in the<br />

population of South Africa. Population is the estimated South African<br />

population at the mid-year in the periods indicated as published by<br />

Statistics South Africa, a South African Governmental department.<br />

MOBILE TRAFFIC<br />

Vodacom’s traffic comprises total traffic registered on Vodacom’s<br />

network, including bundled minutes, outgoing international roaming<br />

calls and calls to free services, but excluding national and incoming<br />

international roaming calls.<br />

MOU (MOBILE MINUTES OF USE)<br />

Vodacom’s average monthly minutes of use per customer, or average<br />

MOU, is calculated by dividing the average monthly minutes during<br />

the period by the average monthly total reported customer base during<br />

the period. MOU excludes calls to free services, bundled minutes and<br />

data minutes.<br />

NET DEBT<br />

Net debt is all interest-bearing debt finance (long-term and short-term)<br />

less cash and marketable securities.<br />

<strong>Telkom</strong> Annual Report 2009 341<br />

NET DEBT TO TOTAL EQUITY<br />

Net debt to total equity is a measure of book leverage (gearing): net<br />

debt in the balance sheet divided by total equity (the sum of<br />

shareholders’ funds plus minority interests).<br />

NGN (NEXT GENERATION NETWORK)<br />

A Next Generation Network is a packet-based network able to<br />

provide services including telecommunication services and able to<br />

make use of multiple broadband, QoS-enabled transport technologies.<br />

It offers unrestricted access by users to different service providers.<br />

OPERATING FREE CASH FLOW<br />

Operating free cash flow is defined as cash flow from operating<br />

activities, after interest and taxation, before dividends paid, less cash<br />

flow from investing activities.<br />

PACKET SWITCHING<br />

Packet switching is designed specifically for data traffic, as it cuts the<br />

information up into small packets, which are each sent across the<br />

network separately and are then reassembled at the final destination.<br />

This allows more users to share a given amount of bandwidth. X.25,<br />

ATM and frame relay are all packet switching techniques.<br />

POP (POINT OF PRESENCE)<br />

A POP is a service provider’s location for connecting to users.<br />

Generally, POPs refer to the location where people can dial into the<br />

provider’s computer. Most providers have several POPs to allow lowcost<br />

local access via telephone lines.<br />

PSTN (PUBLIC SWITCHED TELEPHONE NETWORK)<br />

The PSTN is a collection of interconnected voice telephone networks,<br />

either for a given country or the whole world. It is the sum of the parts.<br />

It was originally entirely analog, but now increasingly digital (indeed<br />

in many developed countries digitisation has reached 100%), these<br />

networks can be either state-owned or commercially owned. PSTN is<br />

distinct from closed private networks (although these may interconnect<br />

to the PSTN) and from public data networks (PDN).<br />

REVENUE PER FIXED ACCESS LINE<br />

Revenue per fixed access line is calculated by dividing total fixed-line<br />

revenue during the period, excluding data and directories and other<br />

revenue, by the average number of fixed access lines during the<br />

period.<br />

RICA<br />

Regulation of Interception of Communication and Provision of<br />

Communication- related Information Act.<br />

ROA (RETURN ON ASSETS)<br />

Return on Assets is calculated by dividing net profit (annualised) by total<br />

assets.


342<br />

<strong>Telkom</strong> Annual Report 2009<br />

Definitions continued<br />

ROE (RETURN ON EQUITY)<br />

Return on Equity is calculated by dividing net income by the average<br />

of the shareholders’ funds.<br />

SDH (SYNCHRONOUS DIGITAL HIER<strong>AR</strong>CHY)<br />

SDH is used in most modern systems, where multimedia can be<br />

transmitted at high speeds. The networks are shaped in a ring, so that<br />

if there is a problem, the traffic can be redirected in the other direction<br />

and the caller will not detect the interruption.<br />

SMS (SHORT MESSAGE SERVICE)<br />

SMS refers to short, usually text-based messages sent by or to a<br />

wireless subscriber. They are not delivered to the recipient instantly and<br />

have some degree of transmission time delay. SMS messages are<br />

usually limited to total character lengths of 140 to 160 characters.<br />

SWITCH<br />

A switch is a computer that acts as a conduit and director of traffic. It<br />

is a means of sharing resources as a network.<br />

TOTAL INTEREST-BE<strong>AR</strong>ING DEBT<br />

Total interest-bearing debt is defined as short- and long-term interestbearing<br />

debt, including credit facilities, finance leases and other<br />

financial liabilities.<br />

UMTS (UNIVERSAL MOBILE TELECOMMUNICATIONS<br />

SYSTEM)<br />

UMTS is the Western European name for the 3G WCDMA standard<br />

adopted as an evolutionary path by the GSM world. However, it<br />

utilises the radio spectrum in a fundamentally different manner than<br />

GSM. UMTS is based on DCMA technology and the GSM standard<br />

is based on TDMA technology.<br />

VOIP (VOICE OVER INTERNET PROTOCOL)<br />

Voice over Internet Protocol is a protocol enabling voice calls to be<br />

made over the Internet. Rather than a dedicated circuit being set up<br />

between the caller and receiver, as with ordinary phone calls, the<br />

voice conversation is digitised and transmitted over Internet Protocol<br />

using packet-switched data networks.<br />

WAN (WIDE <strong>AR</strong>EA NETWORK)<br />

A WAN comprises LANs in different geographic locations that are<br />

connected, often over the public network.<br />

WAP (WIRELESS APPLICATION PROTOCOL)<br />

WAP is an application environment designed to bridge the gap<br />

between the mobile and Internet worlds. It is a set of communication<br />

protocols for wireless devices designed to provide vendor-neutral and<br />

technology- neutral access to the Internet and advanced<br />

telecommunications services.<br />

W-CDMA (WIDEBAND CODE DIVISION MULTIPLE ACCESS)<br />

W-CDMA is a 3G mobile network that supports services like highspeed<br />

Internet access, video and high quality voice transmission.<br />

WIMAX<br />

WiMAX is a standard for extending broadband wireless access to new<br />

locations and over longer distances. The technology is expected to<br />

enable multimedia applications with wireless connectivity and typically<br />

with a range of up to 30 km. It is a standard for fixed wireless access<br />

with substantially higher bandwidth capabilities than cellular networks.<br />

The emergence of further enhancements to the standard will enable<br />

nomadic data communications across an entire metropolitan area<br />

network linking homes and businesses to the core telecommunications<br />

network. WiMAX can be viewed as a technology complementing<br />

existing ADSL broadband offerings.


Special note regarding forward-looking statements<br />

Many of the statements included in this annual report, as well as oral<br />

statements that may be made by us or by officers, directors or<br />

employees acting on behalf of us, constitute or are based on forward<br />

looking statements within the meaning of the U.S. Private Securities<br />

Litigation Reform Act of 1995, specifically Section 27A of the U.S.<br />

Securities Act of 1933, as amended, and Section 21E of the U.S.<br />

Securities Exchange Act of 1934, as amended. All statements, other<br />

than statements of historical facts, including, among others, statements<br />

regarding our mobile and other strategies, future financial position and<br />

plans, objectives, capital expenditures, projected costs and<br />

anticipated cost savings and financing plans, as well as projected<br />

levels of growth in the communications market, are forward looking<br />

statements. Forward looking statements can generally be identified by<br />

the use of terminology such as “may”, “will”, “should”, “expect”,<br />

“envisage”, “intend”, “plan”, “project”, “estimate”, “anticipate”,<br />

“believe”, “hope”, “can”, “is designed to” or similar phrases, although<br />

the absence of such words does not necessarily mean that a statement<br />

is not forward looking.<br />

These forward looking statements involve a number of known and<br />

unknown risks, uncertainties and other factors that could cause our<br />

actual results and outcomes to be materially different from historical<br />

results or from any future results expressed or implied by such forward<br />

looking statements. Among the factors that could cause our actual<br />

results or outcomes to differ materially from our expectations are those<br />

risks identified in the Sustainability report – Enterprise Risk Management<br />

– Risk factors, including, but not limited to, the effect of global<br />

economic and financial conditions on us, any changes to our mobile<br />

strategy and our inability to successfully implement such strategy and<br />

organisational changes thereto, our ability to turn around Multi-Links’s<br />

financial performance; increased competition in the South African<br />

communications and data communications markets; our ability to<br />

implement our strategy of transforming from basic voice and data<br />

connectivity to fully converged solutions, developments in the regulatory<br />

environment; continued mobile growth and reductions in <strong>Telkom</strong>’s net<br />

interconnect margins; <strong>Telkom</strong>’s ability to expand its operations and<br />

make investments and acquisitions in other African countries and the<br />

general economic, political, social and legal conditions in South Africa<br />

and in other countries where <strong>Telkom</strong> invests; our ability to improve and<br />

maintain our management information and other systems; our ability to<br />

attract and retain key personnel and partners; our ability to replace<br />

revenue, profits and cash flows previously received from Vodacom with<br />

revenue, profits and cash flows from our existing and new businesses;<br />

our negative working capital; changes in technology and delays in the<br />

implementation of new technologies; our ability to reduce theft,<br />

vandalism, network and payphone fraud and lost revenue to nonlicensed<br />

operators; the amount of damages <strong>Telkom</strong> is ultimately<br />

required to pay to Telcordia Technologies Incorporated; the outcome of<br />

regulatory, legal and arbitration proceedings, including tariff<br />

approvals, and the outcome of <strong>Telkom</strong>’s hearings before the<br />

<strong>Telkom</strong> Annual Report 2009 343<br />

Competition Commission and others; any requirements that we<br />

unbundle the local loop, our ability to negotiate favourable terms, rates<br />

and conditions for the provision of interconnection services and<br />

facilities leasing services or if ICASA finds that we have significant<br />

market power or otherwise imposes unfavourable terms and conditions<br />

on us; our ability to implement and recover the substantial capital and<br />

operational costs associated with carrier preselection, number<br />

portability and the monitoring, interception and customer registration<br />

requirements contained in the South African Regulation of Interception<br />

of Communications and Provisions of Communication-Related<br />

Information Act and the impact of these requirements on our business;<br />

<strong>Telkom</strong>’s ability to comply with the South African Public Finance<br />

Management Act and South African Public Audit Act and the impact of<br />

the Municipal Property Rates Act; fluctuations in the value of the Rand<br />

and inflation rates; the impact of unemployment, poverty, crime, HIV<br />

infection, labour laws and labour relations, exchange control<br />

restrictions and power outages in South Africa; and other matters not<br />

yet known to us or not currently considered material by us.<br />

We caution you not to place undue reliance on these forward looking<br />

statements. All written and oral forward looking statements attributable<br />

to us, or persons acting on our behalf, are qualified in their entirety by<br />

these cautionary statements. Moreover, unless we are required by law<br />

to update these statements, we will not necessarily update any of these<br />

statements after the date of this annual report, either to conform them<br />

to actual results or to changes in our expectations.


344<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notice of annual general meeting<br />

<strong>Telkom</strong> SA Limited<br />

(Incorporated in the Republic of South Africa)<br />

(Registration number 1991/005476/06<br />

(JSE and NYSE share code: TKG)<br />

ISIN: ZAE000044897)<br />

(<strong>Telkom</strong> or the Company)<br />

Notice is hereby given that the seventeenth annual general meeting of members will be held on Wednesday 16 September 2009 in The Bill<br />

Gallagher Room, Sandton Convention Centre, Maude Street, Sandton, South Africa at 10:00 to conduct the following business:<br />

1. To receive and consider the annual financial statements for the year ended 31 March 2009.<br />

2. To elect Mr DD Barber as a director who in terms of the articles of association retires by rotation. Being eligible, Mr Barber is available for<br />

re-election. His profile may be found on page 29 of the annual report.<br />

3. To re-appoint Ernst & Young Inc as auditors of the Company, to hold office until the conclusion of the next annual general meeting of the<br />

Company and to note that the individual registered auditor who will undertake the audit during the financial year ending 31 March 2010<br />

is Mr R Hillen.<br />

SPECIAL BUSINESS<br />

To consider and if deemed fit, pass the following special resolutions:<br />

Special resolution number 1<br />

It is resolved that the Company’s articles of association be and are hereby amended as follows –<br />

1. In article 1.1.1.58 in line 4 the words “and the Company’s subsidiaries expressly include Vodacom and its subsidiaries” are deleted<br />

2. Article 1.1.1.66 is deleted.<br />

Reason for and effect of special resolution number 1:<br />

The reason for and effect of special resolution number 1 is to clean up the Articles by deleting all references in the Articles that are no longer<br />

applicable, namely references to Vodacom, as Vodacom is no longer an associate company of the Company.<br />

Special resolution number 2<br />

RESOLVED THAT the directors of the Company be and are hereby authorised to approve the purchase by the Company, or by any of its<br />

subsidiaries, of the Company’s ordinary shares subject to the provisions of the Companies Act, 1973, as amended, and the Listings Requirements<br />

of JSE Limited (JSE) provided that:<br />

a) the general authority granted to the directors shall be valid only until the Company’s next annual general meeting and shall not extend beyond<br />

15 (fifteen) months from the date of this resolution;<br />

b) any general purchase by the Company and/or any of its subsidiaries of the Company’s ordinary shares in issue shall not in aggregate in<br />

any one financial year exceed 20% (twenty percent) of the Company’s issued ordinary share capital at the time that the authority is granted;<br />

c) no acquisition may be made at a price more than 10% (ten percent) above the weighted average of the market value of the ordinary share<br />

for the 5 (five) business days immediately preceding the date of such acquisition;<br />

d) the repurchase of the ordinary shares are effected through the order book operated by the JSE trading system and done without any prior<br />

understanding or arrangement between the Company and the counter party (reported trades are prohibited);<br />

e) the Company may only appoint one agent at any point in time to effect any repurchase(s) on the Company’s behalf;<br />

f) the Company or its subsidiary may not repurchase ordinary shares during a prohibited period;<br />

g) the general authority may be varied or revoked by special resolution of the members prior to the next annual general meeting of the Company;<br />

and


<strong>Telkom</strong> Annual Report 2009 345<br />

h) should the Company or any subsidiary cumulatively repurchase, redeem or cancel 3% (three percent) of the initial number of the Company’s<br />

ordinary shares in terms of this general authority and for each 3% (three percent) in aggregate of the initial number of that class acquired<br />

thereafter in terms of this general authority, and announcement shall be made in terms of the Listings Requirements of the JSE.”<br />

Having considered the effect on the Company of the maximum repurchase under this general authority, the directors are of the opinion that:<br />

• the Company and the Group will be able in the ordinary course of business to pay its debts for a period of 12 (twelve) months after the date<br />

of this notice of annual general meeting;<br />

• the assets of the Company and the Group will be in excess of the liabilities of the Company and the Group for a period of 12 (twelve) months<br />

after the date of this notice of annual general meeting which assets and liabilities have been valued in accordance with the accounting<br />

policies used in the audited financial statements of the Group for the year ended March 31, 2009;<br />

• the share capital and reserves of the Company and the Group will be adequate for the ordinary business purposes for a period of 12 (twelve)<br />

months after the date of this notice of annual general meeting; and<br />

• the working capital of the Company and Group are considered adequate for ordinary business purposes for a period of 12 (twelve) months<br />

after the date of this notice of annual general meeting.<br />

The Board will ensure that the Company’s sponsor provides the JSE with the necessary report on the adequacy of the working capital of the<br />

Company and its subsidiaries in terms of the JSE Listings Requirements prior to the commencement of any share repurchase in terms of this special<br />

resolution.<br />

Reasons for and effect of special resolution number 2:<br />

The reason for this special resolution is to grant the Company’s directors a renewable general authority or permit a subsidiary Company to acquire<br />

ordinary shares of the Company. The effect of this special resolution is to confer a general authority on the directors of the Company to repurchase<br />

ordinary shares of the Company which are in issue from time to time.<br />

The Board has considered the impact of a repurchase of up to 20% (twenty percent) of the Company’s shares, being the maximum permissible<br />

under a general authority in terms of the JSE Listings Requirements. Should the opportunity arise and should the directors deem it in all respects to<br />

be advantageous to the Company to repurchase such shares, it is deemed appropriate that the directors be authorised to repurchase the<br />

Company’s shares.<br />

Additional disclosures required in terms of the JSE Listings Requirements<br />

Directors and management – refer to pages 28 to 32 of the annual report.<br />

Major shareholders – refer to page 3 of the annual report.<br />

Directors’ interests in securities – refer to page 229 of the annual report.<br />

Share capital of the Company – refer to page 196 of the annual report.<br />

Directors’ responsibility statement<br />

The directors, whose names appear on pages 28 and 29 of the annual report collectively and individually accept full responsibility for the accuracy<br />

of the information pertaining to this special resolution and certify to the best of their knowledge and belief there are no facts that have been omitted<br />

which would make any statement false or misleading and that all reasonable enquiries to ascertain such facts have been made and that this special<br />

resolution contains all information required by the Listings Requirements of the JSE.<br />

Litigation statement<br />

The directors, whose names appear on pages 28 and 29 of the annual report , are not aware of any legal or arbitration proceedings, including<br />

proceedings that are pending or threatened other than what has been disclosed on page 223, that may have or have had in the previous twelve<br />

months a material effect on the Group’s financial position.<br />

Material change<br />

Other than the facts and developments reported on in the annual report which was posted to shareholders [with this notice/or similar wording],<br />

there have been no material changes in the affairs or financial position of the Company and its subsidiaries since the date of signature of the<br />

annual financial statements and the date of this notice.


346<br />

VOTING AND PROXIES<br />

Ordinary shareholders are entitled to attend, speak and vote at the annual general meeting.<br />

Ordinary shareholders may appoint a proxy to attend, speak and vote in their stead. A proxy need not be a shareholder of the Company.<br />

Shareholders holding dematerialised shares, but not in their own name, must furnish their Central Securities Depositary Participant (CSDP) or broker<br />

with their instructions for voting at the annual general meeting. If your CSDP or broker, as the case may be, does not obtain instructions from you,<br />

it will be obliged to act in terms of your mandate furnished to it, or if the mandate is silent in this regard, complete the relevant form of proxy<br />

attached.<br />

Unless you advise your CSDP or broker, in terms of the agreement between you and your CSDP or broker by the cut off time stipulated therein,<br />

that you wish to attend the annual general meeting or send a proxy to represent you at this annual general meeting, your CSDP or broker will<br />

assume that you do not wish to attend the annual general meeting or send a proxy.<br />

If you wish to attend the annual general meeting or send a proxy, you must request your CSDP or broker to issue the necessary letter of authority<br />

to you. Shareholders holding dematerialised shares in their own name, or holding shares that are not dematerialised, and who are unable to<br />

attend the annual general meeting and wish to be represented thereat, must complete the relevant form of proxy attached in accordance with the<br />

instructions therein and lodge it with or mail it to the transfer secretaries.<br />

Forms of proxy should be forwarded to reach the transfer secretaries, Computershare Investor Services (Pty) Ltd by no later than 10:00 on Tuesday<br />

15 September 2009.<br />

The completion of a form of proxy will not preclude a shareholder from attending the annual general meeting.<br />

By order of the Board<br />

Per: ML Lephadi<br />

Group Secretary<br />

10 July 2009<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notice of annual general meeting continued


Form of proxy<br />

<strong>Telkom</strong> SA Limited<br />

(Incorporated in the Republic of South Africa)<br />

(Registration number 1991/005476/06<br />

(JSE and NYSE share code: TKG)<br />

ISIN: ZAE000044897)<br />

(<strong>Telkom</strong> or the Company)<br />

<strong>Telkom</strong> Annual Report 2009<br />

(For completion by certificated shareholders and own-name dematerialised shareholders . Members entitled to attend and vote at the annual<br />

general meeting may appoint one or more proxies to attend ,vote and speak at the annual general meeting in his stead.Such proxy/ies<br />

need not be a member/s of <strong>Telkom</strong>.)<br />

For use at the seventeenth annual general meeting of shareholders of <strong>Telkom</strong> to be held on Wednesday 16 September 2009 in The Bill Gallagher<br />

Room, Sandton Convention Centre, Maude Street, Sandton, South Africa, South Africa at 10:00<br />

I/We (name in BLOCK LETTERS)<br />

Of (address in BLOCK LETTERS)<br />

Being a member/members of the Company holding ordinary shares in the Company,<br />

do hereby appoint:<br />

of<br />

or failing him/her<br />

of<br />

or<br />

of<br />

or failing him/her, the Chairman of the annual general meeting as my/our proxy to represent me/us at the annual general meeting to be held on<br />

Wednesday 16 September 2009 at 10:00 or at any adjournment thereof, as follows:<br />

1. To receive and adopt the annual financial statements for the year<br />

ended 31 March 2009<br />

2. To re-elect Mr DD Barber as a director in terms of the company’s articles of association<br />

3. To re-appoint Ernst & Young Inc as auditors of the company, to hold office until the<br />

conclusion of the next annual general meeting<br />

4. Special resolution number 1<br />

5. Special resolution number 2<br />

and generally to act as my/our proxy at the said annual general meeting.<br />

(Indicate with an “x” or the relevant number of shares, in the applicable space, how you wish your votes to be cast.)<br />

Unless otherwise directed the proxy will vote as he/she thinks fit.<br />

For Against Abstain<br />

Signed at this day of 2009<br />

Signature of member assisted by (where applicable)<br />

Please read the notes on the reverse side hereof.


Notes<br />

<strong>Telkom</strong> Annual Report 2009<br />

1. A member entitled to attend and vote at the annual general meeting may appoint one or more proxies to attend, vote and speak in his/her<br />

stead at the annual general meeting. A proxy need not be a member of the Company.<br />

2. A shareholder may insert the name of a proxy or the names of two alternative proxies of his/her choice in the space(s) provided, with or<br />

without deleting “the Chairman of the annual general meeting”, but any such deletion or insertion must be initialled by the shareholder. Any<br />

insertion or deletion not complying with the aforegoing will be declared not to have been validly effected. The person whose name stands<br />

first on this form of proxy and who is present at the annual general meeting will be entitled to act as proxy to the exclusion of those whose<br />

names follow. In the event that no names are<br />

3. A shareholder’s instructions to the proxy must be indicated by the insertion of an “X” or the relevant number of votes exercisable by that<br />

shareholder in the appropriate box provided. An “X” in the appropriate box indicates the maximum number of votes exercisable by that<br />

shareholder. Failure to comply with the above will be deemed to authorise the proxy to vote or abstain from voting at the annual general<br />

meeting as he/she deems fit in respect of all the shareholder’s votes exercisable thereat. A shareholder or his/her proxy is not obliged to use<br />

all the votes exercisable by the shareholder or by his/her proxy, but the total of the votes cast and in respect of which abstention is recorded,<br />

may not exceed the maximum number of votes exercisable by the shareholder or by his/her proxy<br />

4. To be effective, completed forms of proxy must be lodged with the company’s South African transfer secretaries, Computershare Investor<br />

Services (Proprietary) Limited, no less than 24 hours before the time appointed for the holding of the annual general meeting, excluding<br />

Saturdays, Sundays and public holidays. As the annual general meeting is to be held at 10:00 on Wednesday, 16 September 2009 forms<br />

of proxy must be lodged no later than 10:00 on Tuesday, 15 September 2009.<br />

5. The completion and lodging of this form of proxy will not preclude the relevant shareholder from attending the annual general meeting and<br />

speaking and voting in person thereat instead of any proxy appointed in terms hereof.<br />

6. The Chairman of the annual general meeting may reject or accept any form of proxy which is not completed and/or received other than in<br />

compliance with these notes.<br />

7. Any alteration to this form, of proxy other than a deletion of alternatives, must be initialled by the signatory.<br />

8. Documentary evidence establishing the authority of the person signing this form of proxy in a representative or other legal capacity must be<br />

attached to this form of proxy unless previously recorded by the Company or the transfer secretaries or waived by the Chairman of the annual<br />

general meeting.<br />

9. Where there are joint holders of shares:<br />

• any one holder may sign this form of proxy; and<br />

• the vote of the senior shareholder (for that purpose, seniority will be determined by the order in which the names of the shareholders appear<br />

in the Company’s register) who tenders a vote (whether in person or by proxy) will<br />

10. This form of proxy is not for completion by those shareholders who have dematerialised their shares (other than those whose shareholding is<br />

recorded in their own name in the sub-register maintained by their Central Securities Depository Participant (CSDP). Such shareholders should<br />

provide their CSDP, broker or nominee with their voting instructions.<br />

South African transfer secretaries<br />

Computershare Investor Services (Proprietary) Limited<br />

Ground Floor, 70 Marshall Street<br />

Johannesburg, South Africa, 2001<br />

(PO Box 61051, Marshalltown, 2107)

Hooray! Your file is uploaded and ready to be published.

Saved successfully!

Ooh no, something went wrong!