Governance and remuneration

Our leadership

Executive directors

Chief Executive Officer

Advanced Executive Development Programme, Senior Executive Programme

Appointed to the Board in August 2025

Chief Financial Officer

CA(SA)

Appointed to the Board in August 2025

7Board

Independence

1 Non-executive director

4 Independent non-executive directors

2 Executive directors

Visit cellc.com/board-of-directors

Board composition

The company embraces diversity in all its forms, including gender, race, ethnicity, age, cultural background, disability, sexual orientation, educational background, professional experience and geographic origin.

Diversity

Board diversity is managed through a formal Board Diversity policy, adopted in accordance with JSE Listings Requirements. The policy emphasises promoting diversity in attributes such as gender, race, culture, age, skills, and experience. The Group has set voluntary, quantifiable targets for race and gender transformation to ensure the Board represents a diverse range of perspectives.

The Board holds ultimate responsibility for its own composition, with assistance from the Nomination and Corporate Governance Committee, which identifies and recommends candidates for nomination.

All appointments are made based on merit to preserve a balanced combination of skills and experience essential for both effective governance and operational excellence. The policy exceeds the minimum JSE diversity requirements by integrating sector-specific diversity factors, especially digital inclusion, ICT expertise, accessibility, and rural market experience. It frames diversity not only as a necessary driver of transformation but also as a strategic catalyst for effective governance and sustainable value creation in the telecommunications sector.

The Chairman, in consultation with the Nomination and Corporate Governance Committee, evaluates the Board’s knowledge, skills, and diversity at least annually. Monitoring and transparency are upheld through formal reporting structures. The Nomination and Corporate Governance Committee reports to shareholders in the IAR regarding the implementation of the Board Diversity policy.

Gender and race

Policy: The Board has set targets for at least 25% female representation and 40% Black representation.

Board demographics and gender

Age

Policy: Executive directors retire from their positions and from the Board at the age of 65. The Board’s retirement policy, however, does provide for extending the relationship beyond the normal retirement age. There is no set retirement age for non-executive directors.

Board age (%)

BoardAge

40 to 50 years

14%

50 to 60 years

43%

60 to 70 years

43%

Tenure

Policy: Periodic, staggered rotation of members to ensure the introduction of members with new expertise and perspectives while retaining valuable industry knowledge, skills and experience to maintain continuity. The Cell C Limited Board was formed at the time of the listing in November 2025. This means that all directors have a tenure of under one year.

Board skills profile

Policy: To create and maintain an experienced Board with the appropriate balance of knowledge and skills in areas relevant to the Group. Skills targets are as follows:

At least one Board member with deep ICT sector experience.
At least one Board member with deep technology experience.
At least one director with experience in rural or underserved communities.

The Board’s collective expertise spans telecommunications, technology, finance, accounting, audit, governance, risk management, strategy, human capital, marketing, transformation and public policy. Directors have held senior leadership and board positions across leading telecommunications operators, multinational consumer businesses, financial institutions, state-owned entities and listed companies. A combination of skills supports effective oversight of Cell C’s strategy, operating model, regulatory environment and technology-enabled digital and long-term value-creation objectives.