Responsibility for ethics

We encourage our stakeholders to take personal responsibility for upholding the Group’s ethics, but we also have formal structures in place to assist with compliance.

While the Group’s Chief HR & Corporate Affairs Officer is responsible for ethics management, the Social & Ethics Committee is responsible for ethics governance. Ethics task teams also work with certified and registered ethics officers across our operating companies.

Summary of our social & ethics statement

The Group’s operations span diverse legal, socioeconomic and cultural contexts. This poses both opportunity and risk-based challenges to how we do business.

Globally, ICT is a catalyst for socioeconomic development. But the benefits of the rapid development of technology must be balanced with ethical and responsible application.

Wherever we operate, we adhere to sound ethical business conduct that generates economic value for our stakeholders and communities in an environmentally responsible and sustainable way.

How we act on our social & ethics statement
  • Maintaining a reputation of honesty, fairness, respect, responsibility, integrity, trust and sound judgment.
  • Not tolerating any form of illegal or unethical conduct from any of our stakeholders.
  • Improving engagement with our stakeholders in a constructive, dialogue-driven and transparent manner.
  • Integrating globally accepted and locally required protocols, standards and guidelines that direct the ethical role of business in society.
  • Remaining informed about the rapidly developing benefits and risks of ICT innovation globally.
  • Ensuring that our governance, policy development, technical and business processes and system capabilities evolve accordingly.
  • Working with industry to bring the benefits of affordable and accessible ICT services to society.
  • Continually improving the quality of our services, products and operations.

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

The primary objective of the committee was to investigate the factual allegations of wrongdoing in the draft complaint that Turkcell raised in 2012 and advise and make recommendations to the board as to any actions to be taken in connection with those findings.

Irrespective of the validity of the claims which Turkcell sought to advance, the board felt that the nature and content of Turkcell’s allegations raised serious issues requiring thorough investigation and analysis. MTN has zero tolerance for corrupt and unethical business practices. To ensure the independence of the investigation the committee was comprised of three non-Executive Directors but importantly was chaired by Lord Hoffman a pre-eminent Jurist and member of the House of Lords in the United Kingdom.

Lord Hoffman confirmed that he received full cooperation from the company and was given unrestricted access to all individuals, information, documents and facilities which the committee requested. He said that there had not been the slightest attempt by the Company or its management to influence the committee in its deliberations or its report.

The committee exonerated MTN and found that Mr Kilowan who had given two statements in arbitration proceedings brought by Turkcell against the Islamic Republic of Iran and a deposition in the United States proceedings against MTN was in the words of the committee “shown to be a fantasist and a conspiracy theorist”.

The committee was entirely satisfied that there was no conspiracy between MTN and Iranian officials to remove Turkcell from the successful consortium, no promise to procure the South African government to supply defence equipment or support Iran’s nuclear policy at the IAEA, and no sham loans. The committee further found that MTN paid nothing to Ambassador Saloojee and that neither Mr Nhleko nor Ms Charnley authorised Mr Kilowan to promise him anything. Finally the committee found that there was no substance in the allegations of participation by Mr Nhleko or Mrs Charnley.

Governance framework

The King Report on Governance for South Africa 2016 (King IV) recommends that the governing bodies of organisations “should lead ethically and effectively”. The report further states that the “governing body should govern the ethics of the organisation in a way that supports the establishment of an ethical culture”. MTN has adopted a framework for the governance and management of ethics that incorporates the guidance given by King IV on ethics programmes.

In MTN, ethics management refers to our collective efforts to create and maintain a strong ethical culture. This culture is marked by ethical leadership, ethics awareness, ethical decision-making and sustained ethical behaviour.

Our efforts to strengthen our ethical culture include the following

Leadership commitmentLeadership commitment

As role models of ethical behaviour to all our stakeholders, our Board members understand and are competent in and fully committed to ethics management, and sponsor and actively support ethics management interventions.​​​​

Formal ethics governance structuresFormal ethics governance structures

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.

Ethics management processesEthics 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
Ethics risk assessmentEthics risk assessment

​​​We conduct an ethics risk assessment every three years to help us understand our ethics risk profile. This enables us to follow the King IV recommendation that the governing body should ensure that codes of conduct and ethics policies address the key ethics risks of the organisation.


MTN Group and each OpCo has a strategy and plan for managing ethics, which enables us to meet the King IV recommendation that the governing body should assume responsibility for the governance of ethics by setting the direction for how ethics should be approached and addressed by the organisation.

Code and policiesCode and policies

Through our code of ethics and ethics-related policies we ensure that the risks we have identified are addressed and opportunities harnessed. We also refresh our organisational values from time to time as necessary. In this way we strive to meet the King IV recommendation that the governing body should approve codes of conduct and ethics policies that articulate and give effect to its direction on organisational ethics.

Making ethics realMaking ethics real

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
Monitoring and reportingMonitoring and reporting

The MTN Group ethics office reports to the Group Board Social and Ethics subcommittee on progress with the ethics management plan as well as the state of ethics in MTN, in line with the King IV recommendation that the governing body should ensure that measures are taken to monitor organisational ethics and how the outcomes are addressed.

Independent assessment of our ethics management processesIndependent assessment of our ethics management processes

MTN’s ethics management processes are assessed independently by Internal Audit. We report on our ethics performance to our external stakeholders in our integrated sustainability and annual reports, as well as to international independent standards organisations that help us understand and communicate our impact on our ethical culture.

Our code of ethics

With operations spanning the Middle East and Africa, we comply with local regulations and international laws. Our Social & Ethics Committee reviews our Code of Ethics regularly, keeping it up to date with global best practice. We expect our suppliers and partners to share the same ethical standards as our employees.


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

Compliance with laws and regulationsCompliance with laws and regulations

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
Policy positionsPolicy positions

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

Conflicts of interestConflicts of interest

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 .

Corporate governanceCorporate governance

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.

Customer treatment and serviceCustomer treatment and service

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.

Vendors and suppliersVendors and suppliers

​​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.

Interactions with governmentInteractions with government

​​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.​​

Commitment to communities, society and the environmentCommitment to communities, society and the environment

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.

Employee conductEmployee conduct

​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.​

The Hoffmann Committee ReportThe Hoffmann Committee Report

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.