Audit Committee Terms of Reference

These Terms of Reference are a governance document intended to be used as a reference for Scancom PLC’s (MTN Ghana) Audit Committee and have been drafted in accordance with the Securities and Exchange Commission’s Corporate Governance Code.
The Terms of Reference set out the standards for measuring the integrity and reliance of the accounting and financial reporting system of MTN Ghana.
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Board Appointment and Succession Planning Policy

This Scancom PLC (MTN Ghana) Board Appointment and Succession Planning Policy is a governance policy. It applies to the general governance and activities of the Board with specific emphasis on the appointment and succession planning of the Board.
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Board Charter

This Board Charter constitutes and form an integral part of the terms and conditions of the appointment of each Director to the Board. The Board is the focal point for, and custodian of, corporate governance, by managing its relationship with management and the shareholders.
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Board Gender Policy

The purpose of this policy is to ensure adequate representation of all gender on the Board of MTN Ghana, as well as equal contribution and participation of all persons. This is to maximize operational effectiveness, while maintaining that qualification and merit remain the key criteria for representation on the Board
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Code of Ethics

This Code of Ethics is a governance policy and has been approved by the Board of Directors. It applies equally to all Directors and Employees and is designed to communicate the Company’s policies in various areas. Compliance with the Code by all Directors and Employees is mandatory.
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Conflict of Interest Policy

The purpose of the Policy is to ensure statutory and regulatory compliance as well as compliance with best practice requirements. It is also to ensure that the actions of all Applicable Persons are transparent.
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Policy on Engaging External Professional Experts

This Policy provides how independent advice may be sought at the expense of MTN Ghana in line with law and best corporate governance practices. It outlines the scope of advice that may be sought, the procedure for obtaining approval to obtain external professional advice and the factors that ought to be considered in granting approval to engage an external professional expert.
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Human Resources, Remuneration and Nominating Committee Terms of Reference

These Terms of Reference set out the key functions and mandate of the HRRN Committee and the procedures to be followed by the HRRN Committee in performing its functions.
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Internal Audit and Forensic Services Charter

This Scancom PLC (MTN Ghana) Internal Audit and Forensic Services Charter (IAFS) is a governance policy as defined in the MTN Ghana Master Policy. It defines the purpose, authority, responsibility and position of internal audit and forensic services within the Company and same have been documented in compliance with SEC Code.
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Insider Trading Policy

The purpose of this policy is to ensure that Insiders are compliant with all applicable laws and regulations governing insider trading.
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Non-Executive Directors Fee Policy

The objective of this Policy is to define a fair and transparent procedure for thepayment of fees to non-executive directors of MTN Ghana.
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Risk, Compliance & Information Technology Governance Committee Terms of Reference

The Terms of Reference define the mandate of the RCITG Committee, and also serve as a guide for assisting the Board of MTN Ghana in fulfilling its oversight responsibility to MTN Ghana’s risk and compliance management and for the governance of information technology and associated risks
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Stakeholder Management Policy

This Policy seeks to bring about greater inclusion of stakeholder needs, interests and expectations in corporate decision making, and is designed to monitor and build MTN Ghana’s relationship with stakeholders and endeavour to increase shareholder value by maintaining good relations with stakeholders.
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