Our ethics governance structures comprise a Group Board Social and Ethics sub-Committee and a Board-level subcommittee in each operation, responsible for the governance of ethics at OpCo level. These structures set the strategy and policies guiding MTN’s ethics performance, and they exercise oversight of and report on MTN’s ethics performance to our stakeholders.

The executive management of MTN ensured that each operation has an ethics office and an operational ethics committee to effectively manage ethics. As part of MTN’s efforts to strengthen our control and compliance environment, a revised second and third line assurance model has been implemented. This assurance model provides for a clear separation in the three lines of assurance within MTN, i.e.

• First line of assurance being responsible for the business risk management function and implementation of controls to maintain a strong control and compliance environment;
• Second line of assurance being responsible for defining the risk and compliance frameworks of the organisation, oversight and monitoring of risk management, control, compliance and ethics management practices and reporting to various stakeholders;
• Third line of assurance being responsible for providing independent assurance to MTN stakeholders on the state of the control environment of the organisation.

The ethics function across the group in particular is benefitting from the strengthened control and compliance environment as dedicated management staff in Risk and Compliance now have ethics management as a core part of their portfolios.

These structures and people oversee and implement our key ethics management processes.

The governance structure and leadership oversee and implement our key ethics management processes:

• Ethics risk assessment
• Ethics strategy
• Code and policies
• “Making ethics real’
• Monitoring & reporting

Our ethics management strategy and plan is implemented over the course of two to three years to ensure that everyone in the MTN consistently acts in line with our values and standards. We make ethics real through a number of initiatives implemented across our OpCos:​​

• Online ethics awareness programmes for employees, available in six languages
• A recognition programme to acknowledge behaviour that promotes corporate integrity
• Training on standards and ethical decision-making for all employees
• Incorporation of ethics into our global talent standards for recruitment and retention
• Communication through awareness campaigns
• Confidential whistle-blowing lines and disciplinary processes

We conduct our business affairs with honesty, integrity, diligence, and professionalism. We believe this leads to success.

We do business in full compliance with the laws of each country we operate in, including:

• International trade laws and regulations, embargoes and sanctions
• Competition laws
• Fraud, anti-bribery and corruption laws
• Anti-money laundering laws
• Intellectual property laws
• Human rights and equal opportunity obligations

We have set out a number of ethical policies to enhance business governance and guide business conduct. Download our policy positions here.

We take our responsibilities and obligations to the company seriously, and the Group has processes in place to help us identify and manage any potential conflicts of interest .

Effective and transparent corporate governance keeps our business in line with global best practice, and helps us maintain and conserve our physical, financial and intellectual resources while maximizing shareholders returns.

The Group maintains accurate and complete records in accordance with all applicable laws. We adhere to King IV and follow International Financial Reporting Standards in compiling annual financial statements.

We also have controls in place, through institutions and dedicated management positions, to help us assess and manage risks to the business and to our people.

We respect our customers’ right to privacy. They entrust us with their personal information, and it’s our duty to protect it. We owe our customers professional service that’s fair and courteous, and high-quality products that meet or exceed their expectations.

​​Selected through a transparent process based on objective criteria and evidence, our vendors and suppliers must uphold our ethical principles and comply with local and international laws.​​

We support and respect human rights in our workplace. This includes providing a safe and non-threatening workplace where healthy working conditions are maintained, where all people are treated with respect and with due regard for their dignity, and where harassment and intimidation are not tolerated.

We guarantee freedom of association, ensure non-discrimination in personal personnel practices, and make reasonable accommodation for all employees’’ religious observations and practices.

We respect our employees’ privacy and the confidentiality of the personal information.

​​We maintain transparent, ethical relationships with governments, their agencies, officials and personnel.​​

​​Business communications are honest, accurate and timeous. We never comment unfavourably on our competitors products, management or operations.​​

Contributing to socioeconomic development is important wherever we operate. We support democratic institutions, engage NGOs and policy groups, and find ways to uplift local communities. We’re compliant with all environmental laws and hold ourselves accountable to the UN Global Compact on human rights, labour standards, environmental responsibility and anti-corruption. We also follow the Global Reporting Initiative’s Guidelines on sustainability reporting.

​At all times we are professional and competent, respect the traditions and culture of all people, and refrain from behaviour that’s offensive, intimidating, malicious or discriminatory.​

This is a report of the Independent Special Committee appointed by the Board of MTN Group Limited (“the board”) to investigate allegations by Turkcell gainst MTN(“the committee”).

The committee was established by resolution of the board on 1 February 2012 and asked to conduct an enquiry in accordance with the terms of reference.