(formely M-Cell Limited) - Business Report 2003 - MTN Group

Corporate governance
MANUELA MACKINTOSH
Company Secretary
GOVERNANCE PHILOSOPHY
The directors and management of the MTN Group
subscribe fully to the principles of good corporate
governance and their application, as set out in the
King II Report on Corporate Governance.They
strive to ensure the effectiveness of the processes
and structures put in place to implement good
governance principles and seek to achieve a
proper balance between compliance and
performance.The directors are fully aware that
their primary responsibility is to act in the best
interests of the company.
The Group is committed to a transparent
governance process through which all
stakeholders can be confident that the Group’s
main interests are founded on ethical
management principles and values.
The directors believe that sound and effective risk
management parameters are being consistently
applied in compliance with best local and
international practice. Underpinning the Group’s
corporate governance policies are three pillars:
effective and efficient organisational structures;
the achievement of management objectives and
the constant review of long-term strategic plans;
and effective transformation processes.
The Group’s corporate governance model is
constantly adapted to accommodate internal
organisational changes and international trends
in all sectors where corporate governance
considerations are critical to the achievement
and establishment of the Group’s overall
objectives and reputation.
RESPONSIBILITY FOR FINANCIAL
STATEMENTS
The principles governing responsibility for the
Financial Statements are set out in the Directors’
Report starting on page 59.
THE BOARD OF DIRECTORS
The Board is responsible for governance, for
Group policies and for ensuring their
effectiveness. It is led by a non-executive
chairman who is responsible for representing
the Board.
The non-executive directors take responsibility
for ensuring that the Chairman encourages
proper deliberation on all matters requiring the
Board’s attention. Board members ensure that
there is an appropriate balance of power and
authority so that no one individual or block of
individuals can dominate the Board’s decisionmaking
process.
BOARD STRUCTURE
The Company has a unitary Board structure. The
Board comprises five executive directors and six
non-executive directors, of which four are
independent non-executive directors.
The roles of the Chairman and Chief Executive
Officer remain separate and distinct. The
Chairman has no executive powers. The Board
meets on a quarterly basis or more frequently as
special circumstances dictate.
The Board takes full responsibility for all
decisions, including the approval of financial
results, together with regular reviews of
investment decisions and performance against
approved plans, budgets and best practice
standards. The Board retains full and effective
control over the Group and reserves the right to
decide on material matters, which include such
areas as capital expenditure, corporate actions,
borrowings and investments.
The Chairman meets routinely with the nonexecutive
directors to discuss Group
performance and other issues. All directors have
the credibility and experience required to fulfil
their duties independently of management. Nonexecutive
directors have access to management
and may meet separately with management
without the executive directors being present.
On 30 June 2002 Mr P Edwards resigned as the
Chief Executive Officer and Mr P F Nhleko was
appointed in his stead. Mr P F Nhleko was
previously non-executive chairman of the Group.
Dr C R Jardine resigned on 15 October 2002.
Ms S N Mabaso and Mr A F van Biljon were
appointed to the Board on 1 July 2002 and
1 November 2002 respectively. Subsequent to
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MTN BUSINESS REPORT 2003