MTN Group (MTN) has noted recent media stories, based on a Bloomberg report, which carry unsubstantiated rumours and inaccuracies that the PIC is pushing for changes to the Board of MTN.
MTN regularly engages with its shareholders where we have robust, constructive, open and transparent discussions about the business. A key part of that engagement is the governance roadshow with investors that, over the last two years, has been held ahead of the AGM. During these roadshows, MTN Group engages with the PIC and other major investors on matters of governance, strategy and financial performance.
With regard to the Bloomberg report concerning the MTN Chairman Phuthuma Nhleko, contrary to what the story alleges, the PIC requested that the board consider extending Phuthuma Nhleko’s term longer than he had originally intended to remain Chairman. MTN Group applied its mind on the request, and considering other issues around the board evolution, asked Phuthuma Nhleko to stay until the 15 December 2019 to ensure an orderly handover to the Chairman designate, Mcebisi Jonas.
The MTN board evolution and the setting up of the International Advisory Board (IAB) were communicated to shareholders and broader stakeholders on 3 May 2019 following a proposal by the nominations committee of the board and approved by the board as standard good governance. These changes were discussed with major shareholders during this year’s governance roadshow ahead of the 2019 AGM, with the PIC supportive of the changes.
The board evolution and rotation of non-executive directors was done in line with the King IV Guidelines and strengthens expertise and perspectives to ensure that the business has the appropriate skills and experience as the business executes on its strategy and ambition to be the leading digital operator in Africa and the Middle East. The process of the board evolution has been ongoing and was commented on in the 2017 Integrated Report released last year.
Similarly, the primary purpose of the IAB is to provide general global and/or sector-specific perspectives that may enrich the perspectives of the operating company’s Board as it strives to contribute to certain areas of development in the countries in which it operates.
The construct of an IAB is one that is adopted by a number of global multinationals that operate in varied and multiple jurisdictions across the world.
While this is not prevalent in South African domiciled companies, such Boards advise a number of global companies quoted on major global bourses. The IAB was conceptualised by the MTN Board before the PIC increased its shareholding in MTN.
MTN Group remains appreciative of the support it has always had from the PIC as a major and long-standing shareholder of the business.