Our governance philosophy
Cell C strives to embody the highest standards of corporate governance, ethical leadership and responsible corporate citizenship. The Board recognises that sound governance is fundamental to creating sustainable value and maintaining stakeholder confidence.
Governance at Cell C: Our governance philosophy
The Board at a glance
Board and committee meeting attendance
Board independence
Gender diversity
Compliance statement
The Board confirms that, for the year ended 31 May 2026, the Group complied with the provisions of the Constitution of the Republic of South Africa, 1996, the Companies Act 71 of 2008 (as amended) (the Companies Act) and its Memorandum of Incorporation (MOI). Cell C is required, in terms of the JSE Listings Requirements, to report its application of the principles of the King IVTM Code on Corporate Governance for South Africa, 2016 (King IVTM).
Having listed shortly before the release of the King V Code on Corporate GovernanceTM for South Africa, 2025 (King VTM) in October 2025, the Group's preparations for listing focused on aligning with King IVTM, as it was the prevailing governance framework at the time. Additionally, owing to King VTM's mandatory applicability only to financial years beginning after 1 January 2026, Cell C could postpone its application to the Group's reporting by another year.
The Board has, however, resolved to implement and report in terms of the principles of King VTM in its first integrated annual report. As a result, a substantial number of the Group's governance structures and practices have been aligned to King VTM's recommended practices since its release. In doing so, we have used King VTM's measure of proportionality in the proportional adaptation and scaling of its recommended practices into Cell C's governance framework by tailoring governance practices to the size of operations, nature and complexity of our business model, our ownership structure and our actual and reasonably expected economic, social and environmental impact. Any remaining King VTM recommended practices will be implemented in a similar manner.
Save for those recommended practices identified as exceptions in the King VTM Disclosure Framework document 2026, the Board, to the best of its knowledge, believes the Group has applied the principles of both King IVTM and King VTM during the year under review, each to the extent required at the time of application. The Board also confirms that, even during this extended period of transition and disruption, the Group has substantially achieved the governance outcomes of: ethical culture, performance and value creation, conformance and prudent control and legitimacy, all within our economic, social and environmental context.
A note on the transition to the Cell C Limited Holdings Board
This Governance Report describes the governance activities and outcomes for the 2026 financial year. During the transition to Cell C Holdings Limited, governance oversight was provided by both the predecessor Board and the newly constituted Board of Cell C Holdings Limited, ensuring continuity and effective governance throughout the listing process. Seven directors from the predecessor Board were appointed to the Board of Cell C Holdings Limited, while Larry Nestadt and David Shimkins were not appointed to the new Board.
Governance principles
Cell C Holdings Limited's governance framework is informed by the Companies Act, the JSE Listings Requirements, the King VTM principles, the MOI and other applicable laws and regulations. It is underpinned by ethical and effective leadership, accountability, transparency, integrity, responsible corporate citizenship and an appropriate balance of power and authority. It is intended to support sustainable value creation while helping to ensure that the Group acts within its legal and regulatory obligations and considers the legitimate interests and expectations of stakeholders.
In applying this framework, the Board seeks to promote role clarity, independent judgement, informed decision-making, appropriate challenge, documented delegation, disciplined reporting and regular review of governance arrangements. These principles are supported by the Board Charter, committee Terms of Reference, the Delegation of Authority Framework, key governance policies and, annual Board and committee work plans.
The Board Charter and the committees' Terms of Reference are reviewed each year. The latest reviews took place in 2026, and where necessary, were amended in line with the Companies Act, King VTM recommendations, and the JSE Listings Requirements.
Group and subsidiary governance structure
Governance document hierarchy
Cell C’s governance framework operates within a defined hierarchy of documents:
- At the highest level, the MOI sets the company’s constitutional foundation.
- This is supported by the Board Charter, which sets out the role of the Board, the matters reserved for Board decision, and the basis on which authority is delegated.
- Beneath this sit the Board committees’ Terms of Reference, which establish each committee’s mandate, authority and reporting obligations.
The governance hierarchy is further supported by the Delegation of Authority, governance policies, codes and standards, annual work plans, approved resolutions and formal reporting processes.
Together, these documents provide the framework through which decisions are taken, authority is exercised, performance is monitored, and accountability is documented.
Delegation
The Cell C Holdings Limited (Cell C or the Group) and its subsidiaries (the Group) operate under a governance model centred around the Board of Cell C Holdings Limited (the Board). It serves as the highest point of authority and the focal point of corporate governance for the entire Group. This structure is designed to ensure that the Group maintains effective oversight and strategic control over its wholly owned subsidiaries.
While the Board retains ultimate responsibility for the Group’s performance, strategy, and compliance, it delegates the day-to-day management of Group affairs to the Group Chief Executive Officer (CEO) and Chief Financial Officer (CFO). The CEO specifically exercises management and control over the business operations of both the holding company and its subsidiaries.
Delegation of Authority Framework
The Board has considered and adopted a formal Delegation of Authority Framework that serves as the primary governing tool for all the companies within the Group, ensuring every subsidiary operates in compliance with the Companies Act, the KingTM Code, and overarching Group standards.
It also provides for the orderly delegation of authority within Cell C Holdings Limited while retaining overall accountability for the Group's governance, strategy, performance and affairs. The framework clearly defines matters reserved for shareholders and the Board, oversight responsibilities delegated to Board committees, and executive authority delegated to the CEO and management.
The Delegation of Authority is maintained in harmony with jurisdictional legal requirements, subsidiary constitutional documents, Board and committee Terms of Reference and related policies and agreements within the Group.
Reporting and accountability
To ensure that subsidiaries receive transparent and verifiable information about Group affairs on an ongoing basis, the Terms of Reference of the Audit, Risk and Compliance Committee mandate that the CFO reports to subsidiary boards on the proceedings of that committee and, similarly, the Terms of Reference of the Social and Ethics Committee mandate that the CEO does the same with regard to its proceedings.
Committee stewardship for subsidiaries
The Board committees operate with Group-wide mandates to ensure alignment between the Group and its subsidiaries, and between the subsidiaries themselves. This model also enables the committees to maintain deliberate, focused scrutiny on critical functional areas within each subsidiary company. These include:
- the Audit, Risk and Compliance Committee, which oversees financial reporting, internal and external audit, risk, and compliance;
- the Social and Ethics Committee, which monitors corporate citizenship, Group culture, and sustainability;
- the Nomination and Corporate Governance Committee, which manages Group-wide executive talent, Board composition, and succession planning;
- the Remuneration Committee, which governs compensation for the holding company and its subsidiaries as a single unit; and
- the Investment and Special Transactions Committee, which reviews material capital allocation matters, funding decisions and strategic partnerships and agreements that alter the Group's risk exposure.
Operationally, the Executive Committee, led by the CEO and CFO, is responsible for implementing Board-approved strategies across the Group footprint, supported by integrated policies that apply universally to all divisions and functional areas.
Legal and Group governance alignment
Cell C requires each subsidiary to operate in accordance with its own constitutional documents and the laws and regulations of its jurisdiction. In applying the Delegation of Authority Framework, the Board satisfies itself that the constitutional documents do not include provisions that would affect the Group's overall compliance with the JSE Listings Requirements or King VTM.
Additionally, the Audit, Risk and Compliance Committee and the Social and Ethics Committee fulfil their stewardship duties for the entire Group, while integrated policies apply universally across all divisions and subsidiaries.
Board committees
Exercise delegated oversight and recommendation authority, report to the Board and do not assume Board accountability.
The Board
Ultimate accountability for strategy, governance, performance, risk, capital allocation and oversight.
Shareholders
Shareholders elect directors, approve matters reserved by law and the MOI, approve auditor appointments, non-executive director fees, remuneration policy matters and material transactions where required.
Board Committees Oversight
CEO
Delegated authority from the Board for the execution of the approved strategy and operational management.
CFO
Responsible for finance, treasury, funding, banking and financial reporting.
Executive management team
Chief officers and managing executives exercise delegated authority within approved limits and, as required, escalate matters that exceed thresholds to the CEO or the Board.
Delegation of Authority principles
Board accountability
The Board retains ultimate responsibility for performance, strategy and compliance.
Compliance
Decisions must comply with applicable laws, regulations and governance codes.
Delegation, not abdication
Authority may be delegated, but accountability remains with the Board.
Materiality
Delegations are aligned with thresholds of financial and strategic materiality.
Transparency
All decisions must be documented and traceable.