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

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Corporate governance (continued) The members of the Nominations, Remuneration and Human Resources Committee are: Mr M C Ramaphosa** (Chairman) Mr D D B Band*** Ms S N Mabaso** ** Non-executive *** Independent non-executive Although not appointed as a member of the Nominations, Remuneration and Human Resources Committee, the Chief Executive Officer is invited to attend all meetings and recommend changes to the remuneration of other executives and senior members. At all times, due attention is paid to the development of equity employment strategies, succession planning and the retention of key executives. The Group’s remuneration philosophy is designed to ensure that the Group attracts and retains the critical skills necessary to promote the overall prosperity of the Group. This philosophy is subject to ongoing reviews by means of internal and external benchmarking, with the objective of maintaining competitiveness in the labour market. Group executive directors and senior executives receive a performance-related salary and benefits commensurate with their management responsibilities. Bonuses are paid annually and are structured to reward executive directors and senior executives relative to the performance of the Group. Subject to scheme rules and the maximum number of share options to be allocated as approved by shareholders, share options are allocated to the directors and senior staff in proportion to their contribution to the business, based on levels of seniority. The options, which are allocated at the market price ruling on the trading day prior to the date of allocation, vest after stipulated periods and are exercisable up to a maximum of ten years from the date of allocation. SHARE OPTIONS Share options are not granted to non-executive directors. In relation to the Group’s share options granted to executive directors and employees: ● The specific grant is not subject to prior shareholder approval, however, the share option scheme and subsequent amendments have to be approved by shareholders at a general meeting; ● The issue of share options is sanctioned by the Nominations, Remuneration and Human Resources Committee; ● Specific vesting periods apply to all options granted; Details of attendance by members of the Nominations, Remuneration and Human Resources Committee during the year under review are set out below: Names of members 17.05.02 11.07.02 14.08.02 25.09.02 21.10.02 M C Ramaphosa** P P P P P D D B Band*** P P P P P C R Jardine** A A A P NAM S N Mabaso** NAM NAM NAM NAM A L C Webb (alt to C R Jardine/ S N Mabaso)** A P A NRA P A = Apologies P = Present NAM = Not a member NRA = Not required to attend, main board member present *Executive **Non-executive ***Independent non-executive On 15 October 2002 Dr C R Jardine resigned as a member of the Nominations, Remuneration and Human Resources Committee and Ms S N Mabaso was appointed in his stead. PAGE 48 MTN BUSINESS REPORT 2003
● No share options have been repriced; and ● There is no pricing discount on share options granted to directors of the Group and its subsidiaries. EMPLOYMENT EQUITY The MTN Group has a clearly defined employment equity strategy and a comprehensive employment equity plan.These together with other specific affirmative action programmes aim to realise the full potential of previously disadvantaged personnel, while at the same time meeting all legislative requirements. More details in this regard are provided in the Sustainability Report. COMPANY SECRETARY The Company Secretary is Mrs M M R Mackintosh. The Company Secretary plays an important role in supporting the Chairman and the Chief Executive Officer with regard to statutory and secretarial matters. In addition she provides guidance on compliance matters to directors, both together and individually, on an ongoing basis. She provides relevant information on new regulations from the JSE and associated legislation that may affect directors. All directors may seek independent professional advice where required. They have access to the services of the Company Secretary who is responsible for ensuring the adherence by the Board and its sub-committees to Corporate Governance requirements and the proper administration of Board proceedings, statutory regulations and best corporate practices. GOING CONCERN The annual financial statements set out on pages 59 to 109, have been prepared on a going concern basis since the directors have every reason to believe that the Company and the Group have adequate resources in place to continue operating for the foreseeable future. SUSTAINABILITY The Group recognises its obligation to contribute to socio-economic goals and social upliftment programmes. The Group strives to conduct its business with due regard for environmental concerns and is committed to developing operational policies that address the environmental impact of its business activities. Details of the Group’s sustainability activities are contained in the attached Sustainability Report. STANDARDS OF CONDUCT The Group is committed to: ● The highest standards of integrity and ethical behaviour in all dealings with stakeholders including society at large; ● Conducting its business through fair and commercially competitive practices; and ● Trading with suppliers who subscribe to ethical practices and are proactive regarding environmental, social and sustainability issues. DISCLOSURE In terms of the JSE Listings Requirements, the Group is required to disclose individual directors’ emoluments, which appear in the Directors’ Report on pages 66 and 67. COMMUNICATION WITH SHAREHOLDERS The Group is engaged in meaningful and constructive dialogue with investors and shareholders and endeavours to maintain open and honest communications with them. Shareholders have been invited to attend the Annual General Meeting to be held on 29 September 2003 at 11:00 at the MTN Innovation Centre, 14th Avenue, Fairlands. The Chairmen of the Group Audit, Nominations, Remunerations and Human Resources and Risk Management and Corporate Governance Committees will be available to answer any questions from shareholders. Abridged curriculum vitae of nominated directors are included in the Notice to Members on pages 114 and 115 as well as on pages 110 and 111 under Details of Directorate. The directors acknowledge on page 56, their responsibility for the fair presentation in the financial statements of the: ● state of affairs of the Group as at the end of the year under review; ● net income for the period; and ● cash flows for the period. MTN BUSINESS REPORT 2003 PAGE 49
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 and 48: Details of attendance by directors
Page 49 and 50: DEALINGS IN SECURITIES All director
Page 51: of internal, financial and operatio
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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