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MTN GROUP LIMITED - Changes to the board of a major subsidiary of MTN Group MTN Nigeria Communications PLC

Release Date: 25/07/2019 09:40
Code(s): MTN     PDF:  
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Changes to the board of a major subsidiary of MTN Group – MTN Nigeria Communications PLC

MTN Group Limited
(Incorporated in the Republic of South Africa)
Registration Number 1994/009584/06
Share code: MTN
ISIN: ZAE000042164
(“MTN Group")


CHANGES TO THE BOARD OF A MAJOR SUBSIDIARY OF MTN GROUP – MTN NIGERIA
COMMUNICATIONS PLC

MTN Group wishes to advise shareholders of the changes on the board
of its major subsidiary, MTN Nigeria Communications Plc (“MTN Nigeria”
or “Company”) (“Board”), as announced on the Nigeria Stock Exchange
(“NSE”) yesterday, 24 July 2019.

As part of the Board evolution, following the listing by introduction,
MTN Nigeria has announced the retirement of its long serving non-
executive directors from the Board of the MTN Nigeria at the resumption
of newly appointed Board on 02 September 2019.

 S/N    Name                                    Designation
 1      Dr. Pascal Dozie, CON                   Chairman
 2      Col. Sani Bello (Rtd)                   Vice Chairman
 3      Chief Victor Odili, OON                 Non-Executive        Director
 4      Mallam Ahmed Dasuki                     Non-Executive        Director
 5      Mr. Babatunde Folawiyo                  Non-Executive        Director
 6      Mr. Gbenga Oyebode, MFR                 Non-Executive        Director

MTN Group, as well as the Board, would like to express their
appreciation to the six directors for their commitment, leadership
and extensive contributions to the success of the Company since their
appointment in 2001 and who have led successfully the listing by
introduction on the NSE. The MTN Group wishes them the very best in
all their future endeavours.

MTN Nigeria is pleased to announce the appointment of Mr. Ernest
Ndukwe as the Chairman Designate of MTN, and the addition of the
following directors with effect from 02 September 2019:

1. Mr. Michael Onochie Ajukwu - Independent Non-Executive Director

Mr. Michael Onochie Ajukwu has over 21 years of experience in the
banking industry with specialty in the Energy and Multinational
sectors. He has extensive business experience in Africa and
particularly in Nigeria.

In 2002, Mr. Ajukwu disengaged from United Bank for Africa PLC as
Executive Director, Corporate Banking. He later served as a Director
of Keystone Bank Limited.
Mr. Ajukwu has extensive board experience and serves as Chairman of
Altech West Africa Limited, Munca Properties Limited and Mobax Nigeria
Ltd. Mr. Ajukwu has been an Independent Director of Sterling Bank Plc
since June 2018 and of Tiger Brands Limited since March 31, 2015. He
also sits as a Non-Executive Director on the boards of Intafact
Beverages Ltd, a subsidiary of SABMiller in Nigeria and Novotel, a
member of Accor Hotels group.

Mr. Ajukwu holds a B.Sc. in Finance from the University of Lagos and
an MBA in Accounting and Finance from New York University.

2. Mr. Muhammad K. Ahmad, OON - Independent Non-Executive Director

Mr. M.K Ahmad is a seasoned public sector executive with over 35 years
of experience traversing the financial services industry and the
public sector. He actively advocates and supports institution building
based on the highest corporate governance and ethical standards and
has served on various boards and committees, including banks and not
for profit organizations.

He was a pioneer staff of the Nigeria Deposit Insurance Company
(“NDIC”) where he rose to become a Director. He later served as the
pioneer Director -General and Chief Executive Officer of the National
Pension Commission (“PENCOM”). Mr. Ahmad worked at the Central Bank
of Liberia as the Advisor and Technical Director on Bank Supervision
under an International Monetary Fund (“IMF”) Programme. He coordinated
the development of the Federal Government strategy document for the
rebuilding of the North East that led to the constitution of the
Presidential Committee on the North -East Initiative (“PCNI”).

Mr. Ahmad served as Chairman, Technical Committee on the Nigerian Code
of Corporate Governance 2018 and currently chairs the boards of
Polaris Bank (former Skye Bank); Taj Bank, Credent Capital Advisory
and FATE Foundation. He serves on the Interim Board of International
Energy Assurance Plc.

He is the founder of Jewel Development Foundation, a graduate
assistance programme; and Certium Consulting, a strategic advisory
and business applications company.

Mr. Ahmad holds a BSc. in Accounting from Ahmadu Bello University and
a Masters Diploma in Innovation & Strategy, University of Oxford. He
is an Associate, Toronto Center for Global Leadership in Financial
Supervision, Canada.

3. Mr. Andrew Alli - Non-Executive Director

Mr. Andrew Alli qualified as a Chartered Accountant with Coopers &
Lybrand (PricewaterhouseCoopers) in the United Kingdom.

He worked for over a decade at the International Finance Corporation
(“IFC”) in different positions including Country Manager for Southern
Africa and Nigeria. During that period, he represented the IFC on the
board of MTN Nigeria Communications Limited. He was subsequently
appointed CEO of the nascent Africa Finance Corporation, which he
built into a robust DFI focusing on African infrastructure, natural
resources and heavy industry sectors. During his tenure as CEO, AFC
made cumulative investments of over USD4 billion in 30 African
countries and achieved the second -highest credit rating for an
African lending institution.

In December 2018, Mr. Alli was appointed CEO of SouthBridge, a Pan-
African financial services firm focused on Investment Banking and
Sovereign advisory, as well as on serving African and global
corporates. He served as Non-Executive Director on the boards of ARM
Cement Limited (October 2012 - March 24, 2017 and Guaranty Trust Bank
Plc (June 2008 - June 30, 2016). He currently serves as an Independent
Non-Executive Director, Development Bank of Nigeria. He is a Member
of the Advisory Board, Lagos Business School (“LBS”).

He holds a BEng in Electronics and Electrical Engineering from King’s
College, University of London, and an MBA from INSEAD, France.

4. Mrs. Omobola Johnson - Non-Executive Director

Mrs. Omobola Johnson served as Nigeria’s Minister of Communication
and Technology from 2011 to 2015. She pioneered the Federal
Government’s involvement in a venture capital fund and a network of
start-up incubators and participated in the launching and execution
of the National Broadband Plan.

Prior to her Ministerial appointment, she was country Managing
Director for Accenture. She currently chairs the board of Custodian
and Allied Insurance Limited and sits on the boards of Guinness Nigeria
Plc as well as World Wide Web Foundation.

Mrs. Johnson is the founding Chairperson of Women in Management and
Business (“WIMBIZ”). She is a member of the World Economic Forum’s
Global Agenda Council on Africa; UNDP’s Broadband Commission Working
Group on Gender and the International Telecommunication Union’s
Powering Development Advisory Board. Since 2015, she has served as
Honorary Chairperson of the Global Alliance for Affordable Internet.

Mrs. Johnson attended the University of Manchester where she obtained
BEng, Electrical and Electronic Engineering and King's College
London (MSc, Digital Electronics). She has a Doctorate in Business
Administration (“DBA”) from Cranfield University and is a Fellow of
the Aspen Global Leadership Network (“AGLN”).

5. Mr. A.B. Mahmoud, SAN (OON) - Non-Executive Director

Mr. Mahmoud is the Managing Partner and one of the founding partners
of the law firm of Dikko & Mahmoud. He was elevated to the rank of
Senior Advocate of Nigeria in 2001 and is a Life Bencher of the Body
of Benchers.

A former Kano State Attorney General and Commissioner for Justice and
Attorney General; he was in the public service from 1979 to 1993
during which time he held various positions including Director
Litigation, Public Prosecution and Solicitor-General at the Ministry
of Justice, Kano.

Mr. Mahmoud SAN is the immediate past President of the Nigerian Bar
Association (“NBA”), a Member of the International Chamber of Commerce
(“ICC”), London Court of International Arbitration (“LCIA”) and was
accepted into the Energy Arbitrators List (“EAL”) in 2013. He is a
Council Member of the Nigerian Stock Exchange.

He chaired the Committee that drafted the Securities and Exchange
Commission Code of Corporate Governance for Public Companies 2011.
Mr. Mahmoud SAN sits on the boards of various companies and charities
including Stanbic IBTC Pension Managers and Aliko Dangote Foundation.

He holds LLB and LLM (Company and Labour Law) from Ahmadu Bello
University. In addition, he attended the Summer Institute in Corporate
Law and Business, Northwestern University School of Law. He also
obtained a Certificate in Techniques of Privatization, Harvard
Institute of International Development as well as Certificate in Law
and Development, International Development Law Institute.

6. Mrs. Ifueko Okauru, MFR - Non-Executive Director

Mrs. Ifueko Okauru, MFR is a Chartered Accountant, Chartered Tax
Practitioner and Management Consultant. She served as Executive
Chairman of the Federal Inland Revenue Service (“FIRS”) and as the
Chairman, Joint Tax Board between 2004 and2012. She also served as a
Member and Coordinator, Sub-Committee on Capacity Building; United
Nations Committee of Experts on International Cooperation in Tax
Matters (August 2008 – July 2012).

She is the Founder and Director, ReStraL Limited (Leadership and
Management Consultants) as well as Managing Partner of Compliance
Professionals Plc. Mrs. Okauru serves as an Independent Non-Executive.

Director on the boards of Nigerian Breweries Plc and SEPLAT Petroleum
Dev. Company Limited. She is also the Chief Program Officer, Dagomo
Foundation Nigeria Ltd/Gte.

Mrs. Okauru is currently engaged as an associate with the Harvard
University Faculty of Arts and Science (“FAS”) undertaking research
in Leadership, Social Enterprise, Culture and the Nigerian Nation.

She is a graduate of the University of Lagos, Nigeria, Imperial
College, London and Harvard Kennedy School.

With the above changes, the Board will be comprised as follows:
 S/N NAME                             DESIGNATION
 1.   Dr. Ernest Ndukwe               Chairman Designate
 2.   Mr. Ferdinand Moolman           Chief Executive Officer
 3.   Mr. Michael Onochie Ajukwu      Independent Non-Executive
                                      Director
 4.   Mr. Muhammad K. Ahmad, OON      Independent Non-Executive
                                      Director
5.    Mr. Andrew Alli                 Non-Executive   Director
6..   Mr. Rhidwaan Gasant             Independent           Non-Executive
                                      Director
7.    Mrs. Omobola Johnson            Non-Executive   Director
8.    Mr. A.B. Mahmoud, OON           Non-Executive   Director
9.    Mr. Ralph Mupita                Non-Executive   Director
10.   Mr. Paul Norman                 Non-Executive   Director
11.   Mrs. Ifueko Okauru, MFR         Non-Executive   Director
12.   Mr. Jens Schulte-Bockum         Non-Executive   Director
13.   Mr. Rob Shuter                  Non-Executive   Director
14.   Mr. Karl Toriola                Non-Executive   Director

25 July 2019

Lead Sponsor
JP Morgan Equities South Africa Proprietary Limited

Joint Sponsor
Tamela Holdings Proprietary Limited

Date: 25/07/2019 09:40:00
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