b) Mergers & Acquisitions Transactions and Approval Policies
From time to time, evaluate and revise Merger & Acquisition approval policies for investment, acquisition, enterprise services,
joint venture and divestiture transactions, and consider requests
from management to approve such proposed transactions.
c) Evaluation of Completed Transactions
Evaluate the execution, financial results and integration of completed investment, acquisition, enterprise services, joint
venture and divestiture transactions.
d) Recommendations to the Board
From time to time, report to the Board and make recommendations to the Board as to scope, direction, quality, investment levels and
execution of investment, acquisition, enterprise services, joint
venture and divestiture transactions.
e) Strategic Alliances
Oversee and recommend strategic alliances.
f) Loans and Obligations
Oversee loans and loan guarantees of third party debt and obligations.
g) Investor Relations
Review the activities of investor relations.
To assist the Board with material tender decisions including, to:
Procurement
- review quarterly reports on the decisions of the Tender Committee of Management;
- award tenders in line with BTCL’s approved procurement policy and tender regulations;
- review significant technology expenditures, including the
associated budget for BTCL and its business segments; and - receive reports from management, as and when appropriate,
concerning the implementation of BTCL’s technology initiatives,
including the cost compared to budget, the expected benefits
and the timelines of implementation
80.5. Risk management
Effective risk management is integral to the Company’s objectives
of consistently adding value to the business. Management is continuously developing and enhancing its risk and control procedures to improve the mechanisms for identifying and
Key policies and procedures are in place to manage operating risk
exposure involving segregation of duties, transaction supervision, monitoring, financial and managerial reporting.
80.6. Internal control systems
To meet its responsibility with respect to providing reliable financial information, BTCL and divisions maintain financial and operational
systems of internal control.
These controls are designed to provide reasonable assurance that transactions are concluded in accordance with management’s authority, that the assets are adequately protected against material loss or unauthorised acquisition, use or disposal, and those transactions are properly authorised and recorded.
The system includes documented organisational structures and division of responsibilities, established policies and procedures to foster a strong ethical climate and the careful selection, training and development of people.
External auditors will report material internal control weaknesses that they identify during the course of their external audit to management
and the Audit and Risk Committee. Corrective actions will be taken
to address control deficiencies as they are identified. The BTCL
Board, operating through its Audit and Risk Committee, oversees
the financial reporting process and internal control system.
The Company has internal auditors that report directly to of the Audit and Risk Committee to provide assurance on the adequacy and effectiveness of controls to mitigate risks to its strategic, operational,
financial and compliance objectives.
80.7. The environment, health, safety and sustainability
The Company strives to conform to and exceed environmental,
health and safety laws in its operations and also seeks to add value to the quality of life of its employees through preventative health programmes.
80.8. Business ethics
BTCL is committed to conduct its business honestly, fairly, legally, transparently and observing all relevant citizen empowerment policies.
81. PARAGRAPHS OF THE
TENTH SCHEDULE TO THE
COMPANIES ACT WHICH ARE
NOT APPLICABLE TO THE
PROSPECTUS
82. DIRECTORS’ RESPONSIBILITY
STATEMENT
The Directors, whose names appear in Sections 31.1 and 31.2 of Part B of this Prospectus, and are listed below, collectively and individually, accept full responsibility for the accuracy of the information given and certify that to the best of their knowledge and belief there are no other facts that have been omitted which would make any statement false or misleading, and that they have made all reasonable enquiries to ascertain such facts and that this Prospectus contains all information required by law and the Listing Requirements.
The Directors confirm that the Prospectus includes all such
information within their knowledge (or which it would be reasonable for them to obtain by making enquiries) as investors and their professional advisors would reasonably require and reasonably
expect to find for the purpose of making an informed assessment of the assets and liabilities, financial position, profits and losses
and prospects of the Applicant, and of the rights attaching to the securities to which this Prospectus relates.
The Directors are defined on page 13 of this Prospectus and
disclosed in Sections 31.1 and 31.2 of this Prospectus.
Signed by Chairman and the Managing Director duly authorised for and on behalf of each member of the BTCL Board on 18 December 2015 at Megaleng House, Gaborone.
Chairman Managing Director
BOTSWANA TELECOMMUNICATIONS CORPORATION LIMITED
Signed by the Government of Botswana, acting by way of the Ministry of Transport and Communications on18 December 2015 at Megaleng House, Gaborone - as required by Section 307(2) of the Companies Act.
Minister of Transport and Communications