Ordinary |
1,1 |
Election of
directors |
Re-election of
SLA Sanusi as a director |
For |
|
Resolution
passed |
Ordinary |
1,2 |
Election of directors |
Re-election of VM
Rague as a director |
For |
|
Resolution passed |
Ordinary |
1,3 |
Election of directors |
Re-election of KDK
Mokhele as a director |
For |
|
Resolution passed |
Ordinary |
1,4 |
Election of directors |
Re-election of MH
Jonas as a director |
For |
|
Resolution passed |
Ordinary |
2,1 |
Appointment of
auditors |
To elect SN
Mabaso-Koyana as a member of the Audit Committee |
Against |
Both directors are
severely over-boarded |
Resolution passed |
Ordinary |
2,2 |
Appointment of
auditors |
To elect CWN Molope
as a member of the Audit Committee |
Against |
Both directors are
severely over-boarded |
Resolution passed |
Ordinary |
2,3 |
Appointment of
auditors |
To elect NP Gosa as a
member of the Audit Committee |
For |
|
Resolution passed |
Ordinary |
2,4 |
Appointment of
auditors |
To elect VM Rague as
a member of the Audit Committee |
For |
|
Resolution passed |
Ordinary |
3,1 |
Other |
To elect NP Gosa as a
member of the Social, Ethics and Sustainability Committee. |
For |
|
Resolution passed |
Ordinary |
3,2 |
Other |
To elect SLA Sanusi
as a member of the Social, Ethics and Sustainability Committee. |
For |
|
Resolution passed |
Ordinary |
3,3 |
Other |
To elect SP Miller as
a member of the Social, Ethics and Sustainability Committee. |
For |
|
Resolution passed |
Ordinary |
3,4 |
Other |
To elect NL Sowazi as
a member of the Social, Ethics and Sustainability Committee. |
For |
|
Resolution passed |
Ordinary |
3,5 |
Other |
To elect KDK Mokhele
as a member of the Social, Ethics and Sustainability Committee. |
For |
|
Resolution passed |
Ordinary |
4 |
Auditor
remuneration |
Appointment of
PricewaterhouseCoopers Inc. as an auditor of the Company |
Against |
• PWC have been the
auditors of MTN for 28 years.
• While they rotated the audit partner (Huysteen to Madikane) for the 31 Dec
2018 financial year, the firm has not been rotated.
• In 2023, this situation should rectify itself given IRBAs
rule on mandatory audit firm rotation: “if the audit firm has served as the
appointed auditor of a public interest entity for 10 or more consecutive
financial years before the financial year commencing on or after 1 April
2023, then the audit firm shall not accept re-appointment and will be
required to rotate.” |
Resolution passed |
Ordinary |
5 |
Auditor
remuneration |
Appointment of Ernst
and Young Inc. as an auditor of the Company |
For |
|
Resolution passed |
Ordinary |
6 |
Shares under director
control |
General authority for
directors to allot and issue ordinary shares |
Against |
At the current share
price, 5% of the share capital amounts to R16bn which appears to be too
significant a sum over which directors should have control with no specific
motivation attached. More importantly, there is no maximum discount disclosed
at which shares may be issued. |
Resolution passed |
Ordinary |
7 |
Shares under director
control |
General authority for
directors to allot and issue ordinary shares for cash |
Against |
At the current share
price, 5% of the share capital amounts to R16bn which appears to be too
significant a sum over which directors should have control with no specific
motivation attached. More importantly, there is no maximum discount disclosed
at which shares may be issued. |
Resolution passed |
Ordinary |
8 |
Remuneration policy |
Non-binding advisory
vote – endorsement of the Company’s remuneration policy |
Against |
• STI KPIs disclosed;
however no targets disclosed.
• LTI KPIs were disclosed and align with long term shareholder value
creation; however disclosure of targets for KPIs remains unclear.
While it is noted that targets are disclosed ex-ante
for TSR, COFCF and ROE this is not quite the case : targets of 90% -
100%/110% of a number based on a three year business plan (which is not
disclosed) would not qualify as ex-ante disclosure in my opinion as they
remain unclear. |
Resolution passed |
Ordinary |
9 |
Remuneration policy |
Non-binding advisory
vote – endorsement of the Company’s remuneration implementation report |
Against |
• Disclosure on KPI
targets was insufficient for the FY21 year to reliably explain incentive
awards relative to executive performance.
This makes it difficult to endorse an implementation report where disclosure
is given ex-post.
• To note, STI KPIs and targets were not disclosed
in advance for the FY21 year. No reason given for non-disclosure.
• FY21 LTI KPIs disclosed in advance in FY20 remuneration policy, but
targets not disclosed nor was a reason given for non-disclosure.
• Threshold targets disclosed after the fact in the implementation report
appeared low (potentially a COVID after-effect where targets were low-balled
given uncertainty?) |
Resolution passed |
Ordinary |
10 |
Other |
Authorisation to sign
documents to give effect to resolutions |
For |
|
Resolution passed |
Ordinary |
1,1 |
Remuneration policy |
To approve
remuneration payable to MTN Group Board Local Chairman |
For |
|
Resolution passed |
Ordinary |
1,2 |
Remuneration policy |
To approve
remuneration payable to MTN Group Board International Chairman |
For |
|
Resolution passed |
Ordinary |
1,3 |
Remuneration policy |
To approve
remuneration payable to MTN Group Board Local member |
For |
|
Resolution passed |
Ordinary |
1,4 |
Remuneration policy |
To approve
remuneration payable to MTN Group Board International member |
For |
|
Resolution passed |
Ordinary |
1,5 |
Remuneration policy |
To approve
remuneration payable to MTN Group Board Local Lead Independent director |
For |
|
Resolution passed |
Ordinary |
1,6 |
Remuneration policy |
To approve
remuneration payable to MTN Group Board International Lead Independent
director |
For |
|
Resolution passed |
Ordinary |
1,7 |
Remuneration policy |
To approve
remuneration payable to Human Capital and Remuneration Committee Local
Chairman |
For |
|
Resolution passed |
Ordinary |
1,8 |
Remuneration policy |
To approve
remuneration payable to Human Capital and Remuneration Committee
International Chairman |
For |
|
Resolution passed |
Ordinary |
1,9 |
Remuneration policy |
To approve
remuneration payable to Human Capital and Remuneration Committee Local member |
For |
|
Resolution passed |
Ordinary |
1,1 |
Remuneration policy |
To approve
remuneration payable to Human Capital and Remuneration Committee
International member |
For |
|
Resolution passed |
Ordinary |
1,11 |
Remuneration policy |
To approve
remuneration payable to Social, Ethics and Sustainability Local Chairman |
For |
|
Resolution passed |
Ordinary |
1,12 |
Remuneration policy |
To approve
remuneration payable to Social, Ethics and Sustainability International
Chairman |
For |
|
Resolution passed |
Ordinary |
1,13 |
Remuneration policy |
To approve
remuneration payable to Social, Ethics and Sustainability Local member. |
For |
|
Resolution passed |
Ordinary |
1,14 |
Remuneration policy |
To approve
remuneration payable to Social, Ethics and Sustainability International
member. |
For |
|
Resolution passed |
Ordinary |
1,15 |
Remuneration policy |
To approve
remuneration payable to Audit Committee Local Chairman |
For |
|
Resolution passed |
Ordinary |
1,16 |
Remuneration policy |
To approve
remuneration payable to Audit Committee International Chairman |
For |
|
Resolution passed |
Ordinary |
1,17 |
Remuneration policy |
To approve
remuneration payable to Audit Committee Local member |
For |
|
Resolution passed |
Ordinary |
1,18 |
Remuneration policy |
To approve
remuneration payable to Audit Committee International member |
For |
|
Resolution passed |
Ordinary |
1,19 |
Remuneration policy |
To approve
remuneration payable to Risk Management and Compliance Committee Local
Chairman |
For |
|
Resolution passed |
Ordinary |
1,2 |
Remuneration policy |
To approve
remuneration payable to Risk Management and Compliance Committee
International Chairman |
For |
|
Resolution passed |
Ordinary |
1,21 |
Remuneration policy |
To approve
remuneration payable to Risk Management and Compliance Committee Local member |
For |
|
Resolution passed |
Ordinary |
1,22 |
Remuneration policy |
To approve
remuneration payable to Risk Management and Compliance Committee
International member |
For |
|
Resolution passed |
Ordinary |
1,23 |
Remuneration policy |
To approve
remuneration payable to Local member for Special assignments or projects (per
day) |
For |
|
Resolution passed |
Ordinary |
1,24 |
Remuneration policy |
To approve
remuneration payable to International member for Special assignments or
projects (per day) |
For |
|
Resolution passed |
Ordinary |
1,25 |
Remuneration policy |
To approve
remuneration payable for ad hoc work performed by non-executive directors for
special projects (hourly rate) |
For |
|
Resolution passed |
Ordinary |
1,26 |
Remuneration policy |
To approve
remuneration payable to MTN Group Share Trust (trustees) Local Chairman |
For |
|
Resolution passed |
Ordinary |
1,27 |
Remuneration policy |
To approve
remuneration payable to MTN Group Share Trust (trustees) International
Chairman |
For |
|
Resolution passed |
Ordinary |
1,28 |
Remuneration policy |
To approve
remuneration payable to MTN Group Share Trust (trustees) Local member |
For |
|
Resolution passed |
Ordinary |
1,29 |
Remuneration policy |
To approve
remuneration payable to MTN Group Share Trust (trustees) International member |
For |
|
Resolution passed |
Ordinary |
1,3 |
Remuneration policy |
To approve
remuneration payable to Sourcing Committee Local Chairman |
For |
|
Resolution passed |
Ordinary |
1,31 |
Remuneration policy |
To approve
remuneration payable to Sourcing Committee International Chairman |
For |
|
Resolution passed |
Ordinary |
1,32 |
Remuneration policy |
To approve
remuneration payable to Sourcing Committee Local member |
For |
|
Resolution passed |
Ordinary |
1,33 |
Remuneration policy |
To approve
remuneration payable to Sourcing Committee International member |
For |
|
Resolution passed |
Ordinary |
1,34 |
Remuneration policy |
To approve
remuneration payable to Directors Affairs and Corporate Governance Committee
Local Chairman |
For |
|
Resolution passed |
Ordinary |
1,35 |
Remuneration policy |
To approve
remuneration payable to Directors Affairs and Corporate Governance Committee
International Chairman |
For |
|
Resolution passed |
Ordinary |
1,36 |
Remuneration policy |
To approve
remuneration payable to Directors Affairs and Corporate Governance Committee
Local member |
For |
|
Resolution passed |
Ordinary |
1,37 |
Remuneration policy |
To approve
remuneration payable to Directors Affairs and Corporate Governance Committee
International member |
For |
|
Resolution passed |
Ordinary |
2 |
Remuneration policy |
To approve the
repurchase of the Company’s shares |
For |
|
Resolution passed |
Ordinary |
3 |
Remuneration policy |
To approve the
granting of financial assistance to subsidiaries and other related and
interrelated entities |
For |
|
Resolution passed |
Ordinary |
4 |
Remuneration policy |
To approve the
granting of financial assistance to directors and/or prescribed officers and
employee share scheme beneficiaries |
For |
|
Resolution passed |
Ordinary |
5 |
Remuneration policy |
To approve the
granting of financial assistance to MTN Zakhele Futhi (RF) Limited |
For |
|
Resolution passed |