Governance and Risk Management

Corporate Governance
We are committed to high standards of corporate governance which are critical to our business integrity and to maintaining investors’ trust in us. We expect all our directors, employees and suppliers to act with honesty, integrity and fairness.

Ethics Programme
Vodacom adheres to high ethical standards wherever we operate to ensure our business activities do not negatively impact on economies, societies, and environments.

Vodacom Group has an ethics programme which includes conducting periodic company risk assessments, formulating appropriate risk management strategies, publishing and championing our values and ethical codes of conduct, providing awareness training and advice to employees, maintaining registers for gifts and entertainment and declarations of interests, and ultimately enforcing these policies and processes.

All executives and employees are required to maintain the highest ethical standards to ensure that Vodacom’s business practices are conducted in a manner which is above reproach.

In her quest to increase accountability, promote ethical business practices and fair competition, Vodacom Business Nigeria on the 9th of February 2015, joined the Convention on Business integrity in a public declaration with the intent to assure the general public that the company is committed to “walking the talk”. In the same vein, the Company also joined the Society for Corporate Governance Nigeria, an organization committed to the development of corporate governance and best practices in Nigeria, in the latter part of 2015.

Business principles and conduct
Our extensive framework of policies and systems to manage our responsibilities is well established and continues to evolve as we encounter new issues. We cannot anticipate every ethical issue we may face, but our business principles are designed to ensure that stakeholders know Vodacom will always strive to choose the responsible option.

Risk Management
Management continuously develops and enhances its risk and control procedures to improve risk identification, assessment, and monitoring. The Board considers business risks when setting strategies, approving budgets and monitoring progress against business plans.

Vodacom actively works to comply with relevant laws, regulations and company policies as applicable. The legal compliance programme includes a compliance management framework which sets target dates for full compliance with legal obligations, guides the implementation of internal controls, and manages the implementation and monitoring of the framework together with compliance owners.High-risk compliance areas such as competition, anti-corruption, anti-money laundering and terrorist financing and privacy law are emphasized. The policy compliance programme fulfills functions similar to the legal compliance programme under the Vodafone high and medium risk policies and policy standards, a number of which complement and correlate directly with laws.

Board Structure
Vodacom is committed to the highest standards of business integrity, ethics, and professionalism.The Board recognizes the need to conduct the business in accordance with the principles of the King Code of Corporate Practices and Conduct (‘King III’). These principles include discipline, independence, responsibility, fairness, social responsibility, transparency and the accountability of directors to all stakeholders.A number of these principles are entrenched in the Group’s internal controls and policy procedures governing corporate conduct.
Vodacom Business Nigeria’s corporate governance structure is as follows:

Management structure

The Management Team is responsible for:

Managing the Group’s operations, developing strategy and policy proposals for the Board’s consideration and implementing the Board’s directives.
Leading executives, management and employees.
Developing the annual budget and business plan for the Board’s approval.
Developing, implementing and monitoring policies and procedures, internal controls, governance, risk management, ethics and authority levels.