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GOVERNANCE

At Cell C we are committed to achieving our business objectives with transparency, integrity and ethical conduct. We subscribe to the principles of good corporate governance and compliance with the law. This commitment extends to all Cell C employees and day-to-day activities. Our values and code of conduct act as guardrails to guide our daily decisions.

PRINCIPLES

Cell C has a diverse board of directors and various committees to provide oversight, ensure sound business ethics and accountability throughout the business and further bolster governance continuously as a way of doing business and delivering the most positive impact on society and the industry as a whole.

1
To respect and uphold dignity of people at all times.
2
To conduct business with the highest standard of ethics and uphold the values of the organisation.
3
To treat all stakeholders fairly in line with business objectives.
4
To be a responsible corporate citizen by recognising the economic, social and natural environments we operate in.
5
To conduct ourselves in a professional and appropriate manner at work, or in any situation related to work, which may impact on the reputation of Cell C.
Cell C Code of Conduct (English-Afrikaans) (697KB PDF) Cell C Code of Conduct (English-Xhosa) (740KB PDF) Cell C Code of Conduct (English-Zulu) (757KB PDF) BEE certificate
Joe
Mthimunye
Chairman

Joe qualified as a chartered accountant in 1993. In 1996, he co-founded Gobodo Incorporated, an accounting practice with eight other partners which later became SNG Grant Thornton.

In 1999, he led a management buy-out of Gobodo Corporate Finance from the accounting firm and rebranded it aloeCap Proprietary Limited, of which he is currently the executive chairman. He serves on the board of directors of various non-listed companies in which aloeCap is invested. Joe is an independent non-executive director of Dis-Chem Pharmacies Limited and chairman of Dis-Chem audit committee.

Joe joined the Cell C board on 15 August 2017.

Larry
Nestadt
Deputy Chairman

Larry Nestadt has a long and successful global corporate career.

He is a co-founder and former executive director of Investec Bank Limited. Larry has been instrumental in the creation and strategic development of a number of listed companies including Capital Alliance Holdings Limited (Capital Alliance Life – acquired by Liberty Life; Capital Alliance Bank – now Brait), Super Group Limited, HCI Limited, SIB Holdings Limited, CorpGro Limited and Global Capital Limited. He also served as past chairman on the boards of these companies. Previously, Larry sat on the boards of Softline Limited, JCI Limited and Abacus Technologies Holdings Limited. Further, he has been a former chairman on a number of non-listed company boards both in South Africa and abroad, including Stenham Limited (UK) and Prefsure Life Limited (AUS). Larry is the current executive chairman of Global Capital Proprietary Limited and the current Chairman of Blue Label Telecoms Limited, Dis-Chem Pharmacies Limited, Universal Partners Limited, National Airways Corporation Proprietary Limited, the Morecorp Group, Melrose Motor Investments Proprietary Limited and SellDirect Marketing Proprietary Limited. Larry is a life member of the World Presidents' Organisation, Lloyds of London (since 1983).

Larry joined the Cell C board on 15 August 2017.

Nathan
Lane
Non-executive director

Nathan Lane is a founding partner of Delancey Cove LLC, an advisory firm focused on governance, turnaround management, deal sourcing, and execution for value-oriented special situations and private equity investors.

Previously, Nathan was the founder of the European Distressed and Private Investments group at BlueMountain Capital Management in London. Prior to joining BlueMountain, Nathan spent 11 years in private equity at Apax Partners and Warburg Pincus in London and New York. He started his career as an investment banker at Goldman Sachs in New York. Nathan currently serves as a non-executive director of Card Factory Plc (UK), Slater and Gordon (UK)., RetailNext (USA), and as the chairman of LBI ehf. (Iceland).

Nathan holds a BA in International Relations, a MA in International Relations (Johns Hopkins School of Advanced International Studies), and a MBA (University of Pennsylvania).

Nathan joined the Cell C board on 28 October 2020.

James
Newman
Non-executive director

James Newman joined Blue Label Telecoms as the Group Chief Operating Officer in September 2021, assisting with the development and execution of strategy, as well as performance management, of the Group and its underlying businesses. He is a member of Blue Label's Investment Committee.

Prior to Blue Label, James was a Partner at Ethos Private Equity, which he joined in March 2020, and a Director of Brait South Africa Limited, which he joined in July 2010. James has been responsible for investments in health & fitness, financial services, manufacturing, education, property and mining services businesses. During his time at Brait and Ethos, James was also responsible for the capital and treasury functions of Brait, including the negotiation, management, and refinancing of its debt and convertible bond instruments. He has held board positions at Virgin Active, Consol, Intelligent Debt Management, and Growth Ten Holdings (previously Richfield).

Before joining Brait South Africa, James resided in the United States where he worked at Century Capital Partners, a Boston-based private equity firm, after completing his articles and acquiring the CPA (Massachusetts) accreditation while at Ernst & Young LLP. James holds a Bachelor of Arts degree (with majors in Accounting, Finance and Philosophy) from Assumption College in Massachusetts, and is a CFA® charterholder.

Jerry
Vilakazi
Non-executive director

BA (Unisa), MA (Thames Valley), MA (London) and MBA (California Coast University)

Jerry is executive chairman of Palama, which he co-founded to facilitate investments in strategic private and listed companies.

He is a past CEO of Business Unity South Africa, during which period he served as business representative at Nedlac and on various international business councils. Prior to this, he held various executive positions in government and in the private sector including that of managing director of the Black Management Forum (BMF) where he also served on the board of the BMF investment company. In 2009, Jerry was appointed to the Presidential Broad-based Black Economic Empowerment Advisory Council and was appointed as a Commissioner of the National Planning Commission in 2010. Jerry was chairman of the Mpumalanga Gambling Board from 2006 to 2015 and the State Information Technology Agency (SOC) Proprietary Limited until the end of his term in 2015. He previously served on the boards of PPC Limited, Goliath Gold Limited as well as chairman of Netcare Limited and adviser to Citibank. He currently serves on the of Sibanye-Stillwater Limited where he also chairs the social and ethics committee.

Jerry joined the Cell C board on 25 September 2019.

Sindi
Zilwa
Independent non-executive director

BCompt (Hons) University of South Africa; CTA; CA (SA); CD(SA); Advanced Taxation Certificate; Advanced Diploma in Financial Planning; Advanced Diploma in Banking

Sindi is the co-founder and retired chief executive officer of Nkonki Incorporated, having held the position from 1998 to 2016. A Chartered Accountant by profession, Sindi is an expert in the areas of accounting, auditing and business management.

Sindi is also a Chartered Director (SA) and has vast experience as a director in the public and private sectors, currently serving as a non-executive director of Discovery Holdings Limited, Metrole Limited, Mercedes-Benz South Africa Limited, Tourvest Group (Pty) Limited and Gijima Limited, among others. She is an author of “The ACE Model-Winning Formula for Audit Committees”, used by the Institute of Directors to train audit committee members in South Africa, and the author of “Creating Board and Committee Effectiveness”. She is a member of the South African Institute of Chartered Accountants and Independent Regulatory Board for Auditors. Sindi was previously non-executive Chairman of Airports Company South Africa and a nonexecutive director of Woolworths Limited, Primedia Limited, Wiphold Limited, Ethos Private Equity, Institute of Directors, Alexkor Limited, Rebosis Limited, ATNS SOC Limited, AngloGold Ashanti Limited and previously chaired the BUSA Standing Committee on Transformation.

Sindi joined the Cell C board on 10 December 2019.

David
Shimkins
Non-executive director

David is the founder and CEO of Nitinol Capital, a principal investor in and facilitator of alternative debt and equity transactions. He has over 20 years’ experience in financial services and is involved with businesses in diverse sectors. David has an Honours degree in Accounting Science from the University of South Africa, a Higher Diploma in Tax Law from the University of Johannesburg and is a member of the South African Institute of Chartered Accountants.

David joined the Cell C board on 20 August 2020.

Godfrey
Motsa
Independent Non-executive director

Godfrey Motsa, a visionary leader with over 25 years of experience in the Telco, Financial Services and FMCG industries, is renowned for driving transformative growth and delivering impressive financial results. Godfrey has 17 years of telecoms experience between MTN and Vodacom, obtained in the South African and Rest of Africa markets. As the turnaround specialist for MTN South Africa, he successfully made it the most profitable Telco in the market. Godfrey's deep understanding of emerging and developed consumer markets, coupled with his exceptional leadership style, he empowers teams and inspires results. His appointment to Cell C's board signals a new era of growth and strategic direction, instilling confidence in the investor community.

Maya
Makanjee
Independent Non-executive director

Born in South Africa, Maya obtained a Master of Business Leadership (MBL) degree through the University of South Africa, graduating cum laude, and a Bachelor of Commerce degree from the University of KwaZulu-Natal.

Maya currently serves as an independent non-executive director on several boards both in the public and private sectors, as well as non-profit organisations. She has gained extensive experience in Southern African Development Community countries, as well as in some Asian markets. Maya has held executive director positions in telecommunications, financial services, and fast moving consumer goods industries in the areas of human resources, marketing communication, corporate affairs, strategy and business re-engineering.

Her executive roles have included that of Chief Officer, Corporate Affairs at Vodacom; CEO of FinMark Trust; Corporate Affairs Director for Africa and Asia at SABMiller; Communications, Public Affairs and Human Resources Director for Southern and Eastern Africa at Nestle; and Deputy Group Executive for Strategic Planning at Telkom, among others.

Jorge
Mendes
Chief Executive Officer (CEO)

Jorge Mendes is an accomplished and visionary C-Suite Executive with a proven track record of success in driving company growth and profitability. With close to 30 years of experience in the telecommunications industry and a wealth of knowledge in implementing consumer-centric strategies, he has consistently displayed exceptional leadership skills by fostering the growth of high-performing teams. He is a passionate advocate for people-centricity, recognizing that a company's success is rooted in the well-being and growth of its employees. By leading with charisma, energy, and authenticity, Jorge creates an environment where everyone feels valued and empowered.

Prior to joining Cell C, he was the Chief Officer: Consumer Business at Vodacom South Africa, where he was responsible for driving sustainable growth across the business as well as forging partnerships beyond telco locally and globally. He led the successful development and implementation of cross-functional operating models which increased efficiency, improved market share, established network leadership and enhanced performance across distribution channels.

With a broad global perspective, Jorge has consistently achieved remarkable results in executive roles across diverse markets, displaying his exceptional ability to establish market presence and leadership in both greenfield markets and more mature markets. Whether entering new territories or driving rapid business expansion in established markets, Jorge has demonstrated his prowess in navigating different business landscapes and delivering impressive outcomes.

Jorge holds a strong educational background, having completed the Advanced Executive Development Program at Unisa Graduate School of Business Leadership and the Senior Executive Program Africa at Harvard Business School.

BOARD OF DIRECTORS

NON-EXECUTIVE DIRECTORS

Joe Mthimunye Non-executive director - Chairman

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Larry Nestadt Deputy Chairman

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Nathan Lane Non-executive director

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James Newman Non-executive director

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Jerry Vilakazi Non-executive director

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Sindi Zilwa Independent non-executive director

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David Shimkins Non-executive director

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Godfrey Motsa Independent Non-executive director

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Maya Makanjee Independent Non-executive director

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EXECUTIVE DIRECTORS

Jorge Mendes Chief Executive Officer

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COMMITTEES

audit & risk committee

Sindi zilwa
Chairman
James Newman, David Shimkins, Nathan Lane, Jerry Vilakazi

SOCIAL & ETHICS COMMITTEE

MAYA MAKANJEE
Chairman
JERRY VILAKAZI, SINDI ZILWA

REMUNERATION COMMITTEE

JERRY VILAKAZI
Chairman
JOE MTHIMUNYE, DAVID SHIMKINS, James Newman, Nathan Lane

NOMINATIONS COMMITTEE

JOE MTHIMUNYE
Chairman
DAVID SHIMKINS, JERRY VILAKAZI

SPECIFIC TRANSACTION OVERSIGHT COMMITTEE (STOC)

MAYA MAKANJEE
Chairman
DAVID SHIMKINS, SINDI ZILWA, Nathan Lane