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

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Corporate governance (continued) Details of attendance by directors at Special Board meetings during the year under review are set out below: Names of directors 08.04.02 14.08.02 25.09.02 28.10.02 06.12.02 10.02.03 24.03.03 D D B Band*** P P P P P P P I Charnley* P P P P P P P Z N A Cindi*** P P A P A P P R S Dabengwa* P P P P P P P P Edwards* P NAD NAD NAD NAD NAD NAD P L Heinamann*** P P P P P P P C R Jardine** A A P NAD NAD NAD NAD S N Mabaso** NAD A A P P P P P F Nhleko* (appointed as executive 1 July 2002) P P P P P P P R D Nisbet* P P P P P P P M C Ramaphosa** A P P P P P P A F van Biljon*** NAD NAD NAD NAD P P P P L Zim* P A P P P P P J R D Modise (alt to M C Ramaphosa)** A NRA NRA NRA P NRA NRA L C Webb (alt to C R Jardine/ S N Mabaso)** P A NRA P P P P A = Apologies P = Present NAD = Not a director at the time NRA = Not required to attend, * Executive ** Non-executive *** Independent non-executive main board member present Details of attendance at Special Board subcommittee meetings of non-executive directors during the year under review are set out below: Names of directors 21.11.02 02.12.02 D D B Band*** P P Z N A Cindi*** P P P L Heinamann*** P P S N Mabaso** NRC NRC M C Ramaphosa** A P A F van Biljon*** P A J R D Modise – (alt to M C Ramaphosa)** A P L C Webb – (alt to S N Mabaso)** NRC NRC A = Apologies P = Present NRC = Not required to attend, due to conflict of interest ** Non-executive *** Independent non-executive PAGE 44 MTN BUSINESS REPORT 2003
DEALINGS IN SECURITIES All directors of the Group and its subsidiaries are required to notify the Company Secretary of any intention to buy or sell shares in the Group whether directly or indirectly. Directors and executive members of the Group’s share incentive schemes are prohibited from dealing in the Company’s shares during price-sensitive periods, in compliance with regulatory and governance requirements. It has already become Group policy for any director wishing to conclude any transaction in the Company’s shares to obtain the prior approval of either the Chairman or the Chief Executive Officer. CHARTER The functions of the Board are governed by a charter setting out its mission, roles, duties and responsibilities, and in particular covering the following: ● Directors’ fiduciary responsibilities; ● Leadership of the Board; ● Induction of new directors; ● Evaluation of directors; ● Board’s relationship with staff and external advisors, as well as director’s rights of unrestricted access to Company records; and ● Board and sub-committee meetings and procedures. The Board Charter requires the directors to be assessed both individually, and collectively. The Nominations, Remuneration and Human Resources Committee is required to formally evaluate the Chief Executive Officer and senior executives of the Group on an annual basis. Subject to the approval of shareholders, the Board makes the appointments of new directors on the recommendation of the Nominations, Remuneration and Human Resources Committee. MANAGEMENT REPORTING The Group’s operational performance and financial progress are reported monthly against approved budgets and the figures of the previous year. Profit projections and cash flow forecasts are updated regularly, while working capital and borrowing levels are monitored continuously. INTERNAL CONTROLS The Group maintains internal controls and systems designed to provide reasonable assurance as to the integrity and reliability of the financial statements and to adequately safeguard and verify the Group’s assets. Established policies and procedures are in place and are implemented by trained personnel with an appropriate segregation of duties. The internal auditors, through the audit work that they perform, confirm that the abovementioned monitoring procedures are being effectively applied. All significant findings arising from audit activities are brought to the attention of the Group Audit Committee and where necessary, the Chief Executive Officer and/or the Board of directors. Nothing has come to the attention of the directors or to the attention of the external and internal auditors to indicate that any material breakdown in the functioning of the internal control systems occurred during the year under review. EXTERNAL AUDIT The external auditors provide an independent assessment of certain selected systems of internal financial control and express an independent opinion on the annual financial statements. The external auditors complement the work of the internal audit department and review applicable internal audit reports on a regular basis. The external audit function offers reasonable, though not absolute, assurance about the accuracy of financial disclosures. The Board is informed, and has no reason to doubt, that the external auditors observe high levels of business and professional ethics. BOARD SUB-COMMITTEES The Board has established a number of standing committees accountable to the Board with defined and approved terms of reference as follows: ● Executive Committee; ● Group Audit Committee; MTN BUSINESS REPORT 2003 PAGE 45
Page 1 and 2: MTN Group Limited (formerly M-Cell
Page 3 and 4: FINANCIAL HIGHLIGHTS 2003 ● ●
Page 5 and 6: OUR VISION IS TO BE THE LEADING PRO
Page 7 and 8: MTN Footprint AS AT 31 MARCH 2003 E
Page 9 and 10: EXECUTIVE DIRECTORS 1. P F NHLEKO G
Page 11 and 12: Keeping pace with the technological
Page 13 and 14: MTN group values Values To realise
Page 15 and 16: Flashed, superheated air hotter tha
Page 17 and 18: for between 94,9% and 97,9% of the
Page 19 and 20: LOOKING AHEAD The positive results
Page 21 and 22: operations in local currency was su
Page 23 and 24: a deferred tax asset raised which i
Page 25 and 26: Table 5 Capital expenditure Capital
Page 27 and 28: Table 7 Group facilities Total Util
Page 29 and 30: In the post-paid market, MTN South
Page 31 and 32: gathering and analysing relevant cu
Page 33 and 34: (2002: R450 million). EBITDA was R2
Page 35 and 36: MTN RWANDA MTN Rwanda recorded plea
Page 37 and 38: MTN UGANDA MTN Uganda continues to
Page 39 and 40: products across the Group. Airborn
Page 41 and 42: GROUP BALANCE SHEET AS AT 28 FEBRUA
Page 43 and 44: SHAREHOLDER INFORMATION SPREAD OF O
Page 45 and 46: In a military-like manoeuvre of pre
Page 47: Details of attendance by directors
Page 51 and 52: of internal, financial and operatio
Page 53 and 54: ● No share options have been repr
Page 55 and 56: investment in five countries outsid
Page 57 and 58: Glossary of terms and acronyms Grou
Page 59 and 60: These regular visitors, who shape c
Page 61 and 62: DIRECTORS’ APPROVAL OF THE ANNUAL
Page 63 and 64: DIRECTORS’ REPORT FOR THE YEAR EN
Page 65 and 66: THE MTN GROUP SHARE OPTION AND INCE
Page 67 and 68: EQUITY COMPENSATION BENEFITS FOR EX
Page 69 and 70: DIRECTORS’ SHAREHOLDINGS The inte
Page 71 and 72: DIRECTORS’ EMOLUMENTS AND RELATED
Page 73 and 74: In addition, the Public Investment
Page 75 and 76: The Group’s investment in associa
Page 77 and 78: issue during the period and is base
Page 79 and 80: ● income and expenditure and cash
Page 81 and 82: GROUP BALANCE SHEET AS AT 31 MARCH
Page 83 and 84: GROUP STATEMENT OF CHANGES IN SHARE
Page 85 and 86: 1. BUSINESS AND GEOGRAPHICAL SEGMEN
Page 87 and 88: 2003 2002 Rm Rm 3. OPERATING EXPENS
Page 89 and 90: 2003 2002 Rm Rm 7. EARNINGS PER ORD
Page 91 and 92: Information systems, furniture Netw
Page 93 and 94: Other Connection intangible incenti
Page 95 and 96: 16. TRADE AND OTHER RECEIVABLES Bal
Page 97 and 98: 2003 2002 Rm Rm 20. BORROWINGS (con
Page 99 and 100:
2003 2002 Rm Rm 20. BORROWINGS (con
Page 101 and 102:
22. TRADE AND OTHER PAYABLES Trade
Page 103 and 104:
Carrying amount Fair value 2003 200
Page 105 and 106:
2003 2002 Rm Rm 31. CONTINGENT LIAB
Page 107 and 108:
40. CLASSIFICATION OF MTN MAURITIUS
Page 109 and 110:
COMPANY CASH FLOW STATEMENT FOR THE
Page 111 and 112:
7. RECEIVABLES Sundry receivables 7
Page 113 and 114:
INTERESTS IN ASSOCIATED COMPANIES A
Page 115 and 116:
R S DABENGWA (44) BSc (Eng), MBA Ex
Page 117 and 118:
Symbolizing the power of a leader,
Page 119 and 120:
Details of directors offering thems
Page 121 and 122:
4. That the maximum discount at whi
Page 123 and 124:
PROXIES A form of proxy which sets
Page 125 and 126:
This resolution is required to be p
Page 127 and 128:
APPENDIX TO THE NOTICE OF ANNUAL GE
Page 129 and 130:
FORM OF PROXY ONLY FOR USE BY REGIS
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(formely M-Cell Limited) - Business Report 2003 - MTN Group

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