mtn “by in ontributing to the creation of a better future ... · the mtn nigeria foundation...

MTN Nigeria foundation Ltd/Gte

MTN

Nigeria foundation Ltd/G

te 2008 Annual R

eport

a n n u a l r e p o r t

“By investing in our communities,MTN is contributing to the creation

of a better future for all”

- Phuthuma Nhleko,MTN Group President & CEO

c 2009 MEDIA SPECIALTIES LIMITED - 0803 3151 086, 01 - 2711855.

th1. 11 City People Awards for Excellence Corporate Socially Responsible

Company of the year 2008 MTN.

2. Civil Society on HIV/AIDS in Nigeria (CiSHAN) Oyo State Chapter in

recognition of your charitable gestures towards Humanity in Oyo State, thNigeria. 17 April, 2008 CISHAN DAY 2008.

3. Alumni Award for Infrastructural Development of ABU Zaria presented to

MTN for contribution to infrastructural development of ABU Zaria. April

2008.

4. The Rose of Sharon Foundation Award for Dedicated Contribution Towards

The Less Privileged 2008.

5. MTN Winner (SERA) Most Socially Responsible Company in Nigeria August,

2008.

6. MTN Winner Telecommunications Category SOCIAL ENTERPRISE REPORT &

AWARDS (SERA) 2007 for implementing people-focused CSR Programmes

August, 2008.

7. MTN Winner Telecommunications: Most Socially Responsible Company in

Nigeria. August 2008.

8. King's College Old Boys' Association in appreciation for the Foundations

support as the biggest corporate sponsor for 2006 / 2007 presented to MTN th thFoundation at the 99 anniversary of the founding of the college on 20

September, 2008.

9. Merit Award in recognition of sponsorship presented by MEGLEY Nursery

and Primary School (Itire-Ikate).

10. 2008 Africa investor - UNIDO (The United Nations Industrial Development

Organisation) Investment Awards- Winner,The Best Initiative in Support of

the Millennium Development Goals Award.

L I S T O F M T N F A W A R D S I N 2 0 0 8

MTN foundation...Improving the quality of life in our communities

3

Profile of the Foundation

Legal and Administrative Information

Corporate Governance

Chairman's Statement

Director's Report

Operational Report on Programmes and Activities

Auditors’ Report

Statement of Receipt and Expenditure

Balance Sheet

Cash Flow Statement

Statement of Accounting Policies

Notes to the Financial Statements

ContentsContents

44

55

77

1010

1717

2020

4040

4242

4343

4444

4545

4646


4

Background

Since its inception in 2001, after the successful GSM mobile auction, MTN Nigeria (MTNN) Communications Limited has been at the forefront of the mobile telephone revolution in Nigeria. With this success comes the responsibility of giving back to society in a meaningful and sustainable way, tempered by care for the environment and concern for people - both now and in the future.

The MTN Nigeria Foundation Limited by Guarantee (MTNF Ltd/Gte) was therefore established in July 2004 for the purpose of focusing MTNN's efforts in terms of its Corporate Social Responsibility (CSR) initiatives to help reduce poverty and foster sustainable development in Nigeria.

In September 2004, MTNN consulted with a diverse group of stakeholders across the country to ascertain the needs of the Nigerian people. The findings of this rich consultative process enabled the development of a more focused strategy that targets three key areas of need, namely Education, Health and Economic Empowerment.

It is against this background that the MTNN Board resolved to make available up to 1% of its profit after tax annually to the MTN Foundation.The Foundation's program of activities is also supported by MTN Nigeria Communications Limited.

Vision To be a leader in CSR initiatives in Nigeria measured by the impact and sustainability of our projects on our host communities as well as high perception rating of the MTN brand.

MissionTo improve the quality of life in the area of Health, Education and Economic Empowerment on a sustainable basis in such a way as to impact positively on the MTN brand. Our objectives are:

? To alleviate the health challenges currently facing the country ? To provide access to educational opportunities ? To facilitate the economic empowerment of Nigerian citizens

Profile of the FoundationProfile of the Foundation

Legal and Administrative InformationLegal and Administrative Information


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Board of Directors Date of Appointment

Amb. Hamzat Ahmadu, CON(Walin Sokoto)

Chairman 27th January 2005

Prince Julius Adelusi-Adeluyi, OFR Director 27th January 2005

Alh.Mohammadu Danlami

Director

27th January 2005

Dr Wingle Essumai Director 27th January 2005

Mr. Dennis Okoro

Director

27th January 2005

Chief Ebenezer Oke

Director

27th January 2005

Mrs. Aishatu Sadauki, OON

Director

27th January 2005

Mr. Andrew Bing*

Director 26th March 2007

Mr. Akinwale Goodluck

Director

* South African

Patrons

11th December 2008

HRM Igwe Nnaemeka Achebe, CFR

27th January 2005H.E. Dr Christopher Kolade, CON

27th January 2005Mr. Felix Ohiwerei, OFR

27th January 2005

Executive Secretary

Mrs. Nonny Nduka-Eze

28th July 2008 *** Mrs. Nduka - Eze was appointed Substantive

Executive Secretary effective January 1, 2009.

Company Secretary

Mrs. Uto Ukpanah

1st July 2005

Registered Office

35 Moloney Street,

Lagos

Auditors

PricewaterhouseCoopers

252E, Muri Okunola Street,

Victoria Island, Lagos

Legal Advisers

Aluko & Oyebode

35, Moloney Street, Lagos

Bankers

Guaranty Trust Bank Plc.

56A, Adeola Odeku Street,

Victoria Island, Lagos.

Union Bank of Nigeria Plc

Stallion Plaza Branch 36 Marina, Lagos.


6

MTN Foundation Project MapMTN Foundation Project Map

Corporate GovernanceCorporate Governance


7

The MTN Nigeria Foundation Limited by Guarantee is committed to upholding good corporate governance practices in all of its dealings, in respect of its stakeholders.

The Board of Directors is the highest decision-making body of the MTN Foundation. The Board is guided by a Charter which defines its roles and objectives. All Board members are required to act in a professional manner, thereby upholding the core values of integrity and enterprise with due regard to their fiduciary duties and responsibilities.

Role of the BoardThe Board is the focal point of the Corporate Governance structure. It is ultimately accountable and responsible for the performance and affairs of the Foundation. The primary mission of the Board is to effectively represent and promote the interests of the Foundation and relevant stakeholders.

As part of its governance structure, the Board currently has two committees constituted:

The Project Appraisal Committee is responsible for the appraisal and recommendation of viable and beneficial projects to the Board for consideration. The Committee also ensures the sustainability and effective monitoring of on-going projects.

The Audit Committee assists the Board in carrying out its responsibility of safeguarding the assets of the Foundation in preparing the financial statements. The committee also ensures that effective controls are maintained in the financial and operational processes of the Foundation. In addition, the Foundation engages the services of the firm of PricewaterhouseCoopers as external auditors.

Project and Partner Selection

The MTN Foundation partners with credible public and private organisations to execute sustainable projects in each of the chosen focus areas.

During the year MTNF received and processed an average of 54 proposals monthly. The Foundation is committed to ensuring that the selection and approval of its projects are conducted in a manner that is transparent, systematic, efficient, and effective while promoting its mission. As such, approved guidelines are strictly adhered to, in the selection of projects and partner organisations.



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Project Selection Criteria include the following:

? Must be in line with the Foundation's key focus areas;

? The availability of baseline studies or assessment including information that supports a need for the project;

? The possibility of replication in all 6 geo-political zones of the country namely North-West, North-East, South-West, South-South, South-East, North-Central;

? Must not be for profit, i.e. have no commercial intentions but be purely for CSR objectives;

? Must be sustainable for a foreseeable future;

? Have a broad community impact, both direct and indirect, on at least 100,000 people;

? Must not be for the sole benefit of specific individuals, political or religious organisations;

? Must not be for the construction or development of physical infrastructure that would not constitute part of MTN Foundation projects; and

? Must be for beneficiaries within Nigeria

Partner Selection Criteria include the following:? Must be an incorporated entity in operation for at least 2 years;

? Must have a proven record of successfully implementing projects;

? Must demonstrate technical expertise in the focus area of the project;

? Must show evidence of adequate manpower and a reputable Board and management profile;

? Must have a functional financial system and audited financial statements; and

? Must have adequate geographical presence in relation to the roll out plan of the proposed project.



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Monitoring and Evaluation (M&E)

The major focus of the M&E unit for the year was to strengthen its capacity for effective and efficient monitoring, tracking and evaluation of the Foundation's corporate social investments. To achieve this purpose, our M&E consultant supported the Foundation by developing a strategic plan as well as establishing a Monitoring and Evaluation System that enables the Foundation to effectively determine the outcome and impact of its projects on a national scale.

Other achievements included:

? Quality training in Monitoring and Evaluation methodology to increase and improve the knowledge and skills of MTN Foundation staff and partners

? Successful monitoring of selected projects across the six geo-political zones of the country

? Comprehensive evaluation of three key projects across the three portfolios namely:

o MTNF Rural Telephone Project (RTP) o MTNF UniversitiesConnect projecto Partners Against Malaria and AIDS in the Community project

(PAMAC)


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Chairman

Chairman’s StatementChairman’s Statement

Amb. Hamzat Ahmadu CON (Walin Sokoto)



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I welcome you to the 2008 Annual Report of the MTN Foundation, which documents our efforts at improving the quality of millions of Nigerian lives through promoting growth and sustainable development of communities across the country.

After 4 years of hard work, challenges, achievements, and successes, the MTNF story is, and has always been an inspiring journey and I want to start by thanking my fellow Directors on the board of the Foundation, as well as all past and present members of the Foundation, for their various contributions towards fulfilling our mission and goals. The past year can be described as a year of transition for the MTN Foundation, as two pioneer members of the team took up other responsibilities outside MTNF.

As a past member of the Board, and former MTN Corporate Services Executive, Amina Oyagbola played a very strong role in bringing the Foundation to public prominence.

Temitayo Okunoren-Makindipe was our first Executive Secretary, and had operational oversight of all the Foundation's activities, thereby spearheading MTN's robust corporate social investment strategy.

I thank them immensely for their contribution to the success of the Foundation and wish them well in their future endeavours.

It also gives me great pleasure to welcome Wale Goodluck the MTNN Corporate Services Executive to the board. We look forward to sharing from his wealth of experience and benefiting from his counsel.

The Board has also confirmed the appointment of Mrs Nonny Nduka-Eze as Executive Secretary, which takes effect from January 1, 2009. Prior to this appointment, Nonny had served as the Manager for the Education Portfolio for four years.

Young organisations change and develop quickly, and I believe that these changes and new appointments will ensure that we keep pace with the demands of our operating environment, while staying focused on our aims and objectives - to remain Nigeria's leading corporate social investment organisation, that continues to improve the quality of lives.


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From a financial perspective, it is also satisfying to note that all our projects are being implemented according to plan, and within budget. To this end, I am pleased to present the third Annual Report of the MTN Foundation for the year ended

stDecember 31 , 2008.

Financial ReportThe Statement of Financial Activities for the period is set out on pages 42 to 48 of thisreport.

The following is an overview of the financial activities of the Foundation.

DonationsDuring the period under review, MTNN donated a total of N1,655,727,201 to the MTN Foundation.

MTNN has continued to make available up to 1% of its Profit after Tax to theFoundation.

In addition to the above cash donations, MTNN supported the Foundation in kind byproviding services and other benefits valued at approximately N95.2m in thefollowing areas:

? Staff Costs? Provision of Office Space and Furniture? General expenses such as Travel, Professional fees

Investment policy and returnsDonations to the Foundation are invested in short term deposits pending utilisationof these funds for designated projects. Interest earned during the period wasN165.5m.



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MTNF PORTFOLIOS

HEALTH

MTNFPAAC/MalariaMTNF Mobile Clinic ServicesProject Clean Extension (Aleshinloye)Project Clean Phase 2Sickle Cell foundation MTNF CARES

Sub - Total

EDUCATION

MTNF CARESPrimary School Rehabilitation/Reading ProjectMTNF SchoolsConnect Enhancement 2MTNF SchoolsConnect Enhancement 1Junior Achievement 3UniversitiesConnect Phase 4Universities Careers Counselling Project

Sub - Total

ECONOMIC EMPOWERMENT

Rural Telephone Project - Phone LadiesYouth Empowerment - Lady Mechanic InitiativeLow Cost Housing Project

Sub - Total

ADHOC PROJECTS

The DisabledGrief CounsellingDisability Support ProjectArts & Culture (MUSON) 3Learning Support MaterialsMTNF Board ExpensesProfessional FeesMTNF Skill Acquisition ProgramOffice Supplies & Bank Charges

Sub - Total

Total

N' 000 N' 000 N' 000 N' 000

261,375

25,556

25,556

-10,929

10,929

4,556

6,37315,588

3,269

3,269

-62,019

-

-

-40,412

-

-

-15,538

-

-

-

405,862

39,755

33,382

6,373

12,813

-

-

11,944

11,944

9,955

1,98926,664

-

-

-142,504

13,406

10,606

2,8014,274

-

-

121,579

-

-

66,478

386,256

25,350

20,561

4,790

185,250

-

-

-35,211

13,045

4,825

8,220166,483

6,000

6,000

-

386,944

19,045

10,825

8,220

11,400

11,400

11,400

-15,000

-

-

-35,824

-

-

-21,285

-

-

-42,472

-

-

-23,479

23,477

23,477

-28,664

476

476

-35,208

-

-

--

150

150

-

213,333 35,502 35,502 -

1,392,395 119,652 100,270 19,383

Outstanding

Obligations as at December

2008

Adjusted Approved

Budget 2008

Committed by December

2008 YTD

Paid up to

December 2008


ProjectsThe Foundation continues to implement feasible and sustainable social programmes that are beneficial to the Nigerian society. During the year, the following projects were approved by The Board of Directors:


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In addition, during the year a total of N419m was paid out on various projects. See table below for breakdown:

Amount

N'000

194,915

4,020

19,384

4,269

13,501

4,556

240,645

67,651

12,441

9,955

90,047

10,059

17,394

15,541

6,000

4,022

53,015

Portfolio

Health

Education

Economic Empowerment

Adhoc 11,400

476

9,000

14,477

150

35,502

Projects

MTNFPAAC3

Aart of Life - Grief Counselling Project

MTNF-Sickle Cell Foundation Program

MTNF- Project CLEAN

MTNF CARES

MTNF Mobile Clinic Services

Sub-total

UniversitiesConnect

SchoolsConnect

Primary School Rehabilitation/Reading Project

Sub-total

Rural Telephone ProjectMTNF Milk Flow ProjectYouth Empowerment - Lady Mechanic InitiativeLow Cost Housing ProjectMTNF Fate Foundation "How-To" Guide

Sub-total

Disability & You

MTNF Partners Capacity BuildingDirectors Remuneration

Entertainment and Travels

Office Supplies & Bank Charges

Sub-total

Grand Total 419,209



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CONCLUSION

I am pleased with the progress made by our Foundation, and the significance of the projects and activities which we have been involved in. With over 120 projects in 28 states nationwide, we will not rest on our oars, but will explore new ways through which we can improve on our activities and expand our operations to achieve lasting impact on our communities.

In 2009, I also remain confident that we will continue to build on our core values, achieve our stated objectives, and remain a leader in the field of corporate social responsibility in Nigeria.

Thank you.

Ambassador Hamzat Ahmadu, CON(Walin Sokoto)Chairman



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Alh. Mohammadu DanlamiDirector

Mr. Andrew BingDirector

Wale GoodluckDirector

Board of DirectorsBoard of Directors

Amb. Hamzat Ahmadu CON (Walin Sokoto)Chairman

Directors’ ReportDirectors’ Report


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The Directors present their report together with the audited financial statements for stthe year ended 31 December, 2008.

1. Legal Form

MTN Foundation Limited by Guarantee (“MTNF Ltd/Gte” or the “Foundation”) was thincorporated in Nigeria as a company limited by guarantee on 19 July, 2004

under the Companies and Allied Matters Act.

2. Principal Activities

MTNF Gte is a non-profit making organisation actively engaged in corporate social responsibility initiatives. To this end the Foundation seeks to implement viable and beneficial projects across the country in the selected focus areas of Health, Education and Economic Empowerment.

3. Directors

The present Directors of MTNF Ltd/Gte are as follows:

? Ambassador Hamzat Ahmadu CON (Walin Sokoto) - Chairman? Prince Julius Adelusi-Adeluyi OFR ? Alhaji Mohammadu Danlami? Dr. Wingle I. Essumai? Chief Ebenezer Oke? Mr. Dennis Okoro? Mrs. Aishatu P. Sadauki OON? Mr. Andrew Bing ? Mr. Akinwale Goodluck

4. Directors' Responsibilities

In accordance with the provisions of the Companies and Allied Matters Act, the Directors are responsible for the preparation of annual financial statements, which give a true and fair view of the state of affairs of the Foundation and of the operational results for that period.

The Directors' responsibilities include ensuring that:

? Proper accounting records are maintained;? Applicable accounting standards are followed;

For the year ended 31 December 2008


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? Suitable accounting policies are adopted and consistently applied;? Judgments and estimates made are reasonable and prudent;? The going concern basis is used, unless it is inappropriate to presume that

the Foundation will continue in business; and? Internal control procedures are instituted which, as far as is reasonably

possible, safeguard the assets of the Foundation and prevent and detect fraud and other irregularities

5. Donations

Project FundingCorporate Social Responsibility projects in the Health, Education and

stEconomic Empowerment portfolios during the year ended December 31 2008 were funded through donations amounting to N1,655,727,201 and investment income amounting to N165,543,936.

MTN Nigeria is committed to making available up to 1% of its Profit After Tax to the Foundation. However, donations are made based on MTNF Board approvals.

No donation was made by the Foundation to any political organisation.

6. Employment and Employees

Employment of Physically Challenged Persons

The Foundation currently has no physically challenged person in its employment. Our employees are recruited by MTN Nigeria, which is an equal opportunities employer. We urge interested applicants to apply for existing v a c a n c i e s t h r o u g h t h e c o m p a n y r e c r u i t m e n t p o r t a l - http://careers.mtnonline.com.

Applications for employment by physically challenged persons are always fully considered bearing in mind the respective aptitudes and abilities of the applicants concerned.

Health, Safety at Work and Welfare of EmployeesHealth and safety regulations are in force within the Foundation's premises and employees are aware of existing regulations.



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Employee Involvement and Training

The Foundation is committed to keeping employees fully informed as much as possible regarding the Foundation's performance and progress while seeking their opinion where practicable on matters affecting them as employees.

Training is carried out at various levels through internal and external courses.

7. Auditors

The Auditors, PricewaterhouseCoopers, will continue in office in accordance with Section 357(2) of the Companies and Allied Matters Act.

By Order of the Board

Mrs. Uto UkpanahCompany Secretary Lagos. March 2009.


Executive Secretary’s ReportExecutive Secretary’s Report


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Execut ive Secretar y 's Report on Programmes and Activities

I am delighted to be a part of an organisation that considers it a top priority to give back to the environment where it operates. The MTN Group prides itself in its tradition of establishing a Foundation in all countries where it operates which is indeed remarkable.

In Nigeria, the MTN Foundation is currently gearing up to tackle its most pressing challenge - to ensure that our efforts and initiatives have wider impact

Nonny Nduka - Eze Executive Secretary

in more areas, and provide support to more beneficiaries.

Achieving this will require a lot of work indeed on a larger scale than we are used to. Yet the rewards in term of the impact on lives are infinitely greater

Already, we take delight in knowing that some of Nigeria's future leaders are being introduced to the world through the internet provided in 49 MTNF secondary schools; that more women are being supported to raise their families through the Rural telephone project (which is available in 21 states).

These are just a few of the inspiring stories we are creating across the country, and look forward to creating more of these in 2009.

For the year under review, we also created a list of strategic and imperative goals which we consider important to our activities for 2008. They were:

• To ensure that MTNF maintains its position as the reference point for CSR• To consolidate on our achievements• Increased focus on monitoring & evaluation• Maintain the uniqueness & leadership in CSR

Executive Secretary’s ReportExecutive Secretary’s Report


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• Strengthen strategic alliances/partnerships with government & other key stakeholders

• Encourage the spirit of volunteerism & increase involvement of core business units of MTN Nigeria & MTN group to promote CSR culture

The Foundation also received several awards including the prestigious Africa Investor award 2008 for the 'Best Initiative in Support of the Millennium Development Goals in October. This brings the total number of awards received to date to 32.

I hereby present the operational report on the programmes and activities of the MTN Nigeria Foundation for the year 2008.

The MTN Foundation empowers Nigerians to

create wealth by making microcredit

accessible to entrepreneurs in the rural areas

as well as by assisting in skills acquisition,

employment creation and capacity building.


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23

EconomicEmpowerment Portfolio


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ENABLING RURAL TELEPHONY

The Rural Telephone project which was carefully put together to provide sustainable means of livelihood for rural women through the provision of telecommunication services is the flagship project under the Economic Empowerment portfolio of the MTN Foundation.

The RTP was launched in April 2002 with only 5 beneficiaries in Enugu State. Today the project has empowered over 1,500 rural entrepreneurs (also known as “Phone ladies”) across 21 States of the Federation. One of the many success stories is the Oghene Multipurpose Cooperative Society. This cooperative was set up by the first set of RTP phone ladies. They have now built a recognised MFI, and have employed others. During the year they were awarded the Citibank Entrepreneurship award, and today they are our partners in this phase. This partnership is indeed symbolic of the focuson expansion and sustainability in MTNF projects.

In June 2008, the Foundation's Board of Directors approved N195m to fund a significant expansion of the project to cover an additional 3,000 beneficiaries across 30 states. The expansion of the project will be implemented in partnership with the Growing Businesses Foundation and the IFC (World Bank), who will provide advisory support for the project.

By the end of 2009, it is expected that a total of 4,520 RTP beneficiaries and 7 community-based MFIs would have been empowered through the project in Nigeria. Overall, N380 million has been approved to fund the Rural Telephone Project.

Our assessment of the RTP has indicated the following:

It has increased the average total income for the phone ladies by 200%. This means that the women can cater for their children and extended family.

It also boosts the social status of women in their respective communities.

It enhances productivity in the community by providing thousands of rural dwellers with access to telecommunications services.

Economic Empowerment PortfolioEconomic Empowerment Portfolio


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EMPOWERING THE YOUTH

I n Ju ly 2008 , the MTNF in partnership with FATE Foundation officially launched a handbook titled “Call Center... How to set up your Own” which is an easy-to-read handbook containing user -friendly and updated information on starting small businesses in the telecommunication industry.

The book launch was followed by a series of trainings held for interested participants, who were later provided with call credit and MTN promotional items (umbrellas, tables and chairs). The sessions(organised by FATE Foundation across the country) witnessed a large number of applications as well as participation from youth in different parts of the country.

E N C O U R A G I N G L A D Y MECHANICS

The partnership between MTNF and ndLady Mechanics is in the 2 year of

the three-year programme. This unique initiative aims to rehabilitate and empower 50 disadvantaged young women by providing them with skills in the auto care industry.

In 2008 the trainees underwent a three month industrial attachment programme at the Peugeot Automobile Nigeria (PAN) Training School, Kaduna where they learnt about assembling cars. After completing the training in Kaduna they also participated in another training course at Coscharis Motors, Lagos.

These ladies are expected to graduate in August 2009.



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SUPPORTING PEOPLE LIVING WITH DISABILITIES

The MTN Foundation has always supported persons with disability through its sponsorship of the Children's Development Centre's annual awareness road show which began in 2006. In 2008, various road shows were held in Anambra, Rivers, Taraba, Sokoto, Kaduna, Edo and Lagos states.

In December, the MTN Foundation Board also gave approval for two new projects. The Disability Support Project (DSP) and the Disabled Skills Acquisition Project.

The Disability Support Project (DSP) is in partnership with an NGO - Independent Living Programme for People with disabilities (ILP). The objective is to provide support for people with disabilities in 29 States across the 6 geo-political zones including the FCT. This will be achieved through the distribution of 5000 mobility aids and appliances e.g. wheelchairs, crutches, guide canes, hearing aids, and Braille machines.

A total of N116m is committed towards this project.

The Disabled Skills Acquisition Project is in partnership with the Friends of the Disabled (FOTD) and its focus is on providing entrepreneurship skill training to improve the economic and social wellbeing of disadvantaged and disabled youths in the society.

The first phase of the project has a target of 45 youth, and N35m has been approved towards the project.

These two projects will commence in 2009.



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By increasingly investing in ICT projects in various institutions across the country,the MTN Foundation continues to bridge the

digital and knowledge divide thereby contributing to educational development in

Nigeria

The objectives of the Education Portfolio remains:? To empower through the provision of information and

technology resources? To enable skills acquisition, transfer and development? To raise national literacy levels? To provide educational resources for effective learning? To enhance educational infrastructure development


28

EducationPortfolio


29

MTN FOUNDATION LEARNING SUPPORT MATERIALS INITIATIVE

The MTN Foundation continues to respond to the numerous requests from various schools and institutions of learning, by donating MTNF-branded exercise books, school bags, and toys.

A total of 44,808 exercise books, 7,316 school bags and 11,620 toys were distributed to 189 primary and secondary schools nationwide between January and December 2008.

In 2009, the Foundation plans to continue the distribution of these resource materials, and also distribute new ones (such as like rain coats, rain boots, etc) to schools across the six geo-political zones in Nigeria, in furtherance of our commitment to developing students through learning support materials.

HARNESSING LOCAL TALENT T H R O U G H M U S I C - M U S O N SCHOLARS PROGRAMME

The MTNF Music Scholarship Programme is an initiative that assists in training talented students from less privileged backgrounds to acquire qualitative music education each year.

On July 1, 2008, history was made as the first graduation ceremony was held at the Shell Hall, MUSON Centre, Lagos. A total of 21 students who have been under sponsorship from MTNF received a MUSON Diploma in Music at a formal ceremony, attended by dignitaries, their families and friends, as well as representatives from MTN Nigeria and the MTNF Board.

thThe ceremony was preceded by a Recital Concert which held on the 30 of June.

Another batch of 24 students are expected to graduate in 2009.

MTN Foundation is committed to providing scholarships to up to 220 students over a five year period. The cost of the scholarship for the two sets of 55 students is N21.2m.

rdThe project has now moved into its third year with the intake of the 3 batch of

Education PortfolioEducation Portfolio


30

students to study for a two-year MUSON diploma in music. This programme provides students with a scholarship to cover both tuition, book allowance and transport subsidy.

M T N F O U N D A T I O N SCHOOLSCONNECT

T h e M T N F o u n d a t i o n SchoolsConnect project which is MTNF's maiden ICT project has

thcompleted its 4 phase and is established in 49 secondary schools in 12 states of the federation. To date, over 100,000 students and 5,000 teachers have benefited from this initiative.

This project involves the provision of fully operational computer laboratories, each with 21 computers, a server, a multi-media projector, a networkable printer, VSAT interconnectivity and hands-on teacher training. This has been successfully implemented in schools in Bauchi, Cross River, Ekiti, Enugu, Imo, Kaduna, Kwara, Lagos, Niger, Ogun, Rivers, and the Federal Capital Territory.

The fifth phase of the project was approved by the MTNF Board of Directors. The project will cover another 12 schools in three other states and also the School for the Deaf in Kaduna State. This brings our overall investment to over N630m, which is spread across 62 schools in 15 states.

In a bid to ensure sustainability of the project, various key stakeholders and beneficiaries of this project met in June 2008 at a stakeholder's forum organised by the Foundation.

The forum was attended by over 100 participants from the various state ministries of Education, school authorities as well as parents of pupils of the beneficiary schools from the 12 states. Participants deliberated on the various challenges facing the project, as well as made recommendations on the way forward.

At the end, an enhancement plan was developed which would see the MTN



31

Foundation provide air conditioners, generators, and one-year supply of diesel to schools without these facilities; while diesel will be offered to beneficiary schools with generators.

The enhancement plan also includes upgrading the systems in all the schools, retraining of teachers and employment of three project staff to monitor the project.

M T N F O U N D A T I O N UNIVERSITIESCONNECT

T h e M T N F o u n d a t i o n UniversitiesConnect project has been implemented in three Universities - University of Lagos and Ahmadu Bello University Zaria and University of Nigeria, Nsukka ( w h i c h i s e x p e c t e d t o b e commissioned in 2009)

This on-line Research library project provides selected federal universities with up to 128 networked computers, servers, printers, internet connectivity for receipt and update of content for two years; a two-year subscription to electronic resources through the NetLibrary network; and a conducive study environment through space renovation, provision of adequate lighting, furniture, and alternative power supply.

To date, over N457m has been committed towards this project.

In 2008, training programmes and awareness workshops were held for students and lecturers in the Universities of Lagos and ABU, Zaria respectively. So far, a total of 2,542 students & 113 lecturers have been trained as “UniversitiesConnect Champions” in these universities to drive the usage of the virtual libraries. A total of 50 existing library staff have also received training from our South African partner - Sabinet SA to ensure proper management & maintenance of the library.

The MTN Foundation Board of Directors has also given approval for the start of the fourth phase of the project, which will be implemented in the University of Benin, Benin-City, Edo state.



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The primary goal of the Health portfolio is to alleviate health challenges facing Nigerians

through feasible and sustainable projects geared towards improving the quality of life in

the community.

Objectives include:? To engender an awareness of the HIV/AIDS epidemic through

accurate and culturally sensitive behavioural change messages in target communities

? To build the capacity of health care workers to provide user-friendly HIV/AIDS information and services

? To empower teachers and in-school youth through the provision of interpersonal skills for positive decision making.

? To empower Nigerians to imbibe the culture of personal and environmental hygiene.

? To alleviate the suffering and anxieties of sickle cell carriers and sufferers.

? To provide emotional support to bereaved members of the society.


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Health Portfolio


34

Contributing To the National Response to the HIV/AIDS Pandemic:

MTNF Partners Against AIDS and Malaria in the Community (MTNF PAMAC)

The MTN Foundation has over the past four years contributed immensely to reducing the spread of HIV and mitigating its impact through its flagship project titled “MTNF Partners Against AIDS in the Community” but which is now known as “MTNF Partners Against Malaria and AIDS in the Community” (MTNF PAMAC).

Now in its fourth phase, over N800m has been committed to the project since commencement in 2005. This initiative is being implemented in partnership with Hope World Wide Nigeria to provide comprehensive HIV/AIDS awareness campaign, prevention, voluntary counselling & testing ( VCT), prevention of mother to child transmission among others in six states, located in each geopolitical zone of Nigeria.

The project is designed to:

? Reach millions of Nigerians with information through the mass media, interpersonal communication and the self instructional HIV/AIDS touch screens installed in strategic places.

? Provide confidential voluntary counselling and testing and PMTCT (Prevention of Mother to Child Transmission) services through the fully established six voluntary counselling centres.

? Provide thousands of people with HIV/AIDS counselling and testing, as well as provide 3 Slow Cytometer Machines (or CD4 count machines). This analyses the progression of HIV and determines whether a person needs Anti Retroviral drugs to facilitate testing.

? Assist 700 positive pregnant mothers with PMTCT services and build the capacity of 300 health care workers and 3000 in-school youth through refresher training.

? To provide user-friendly services and to install 12 HIV/AIDS interactive information touch screens at strategic locations across the country.(This has since been achieved)

Health PortfolioHealth Portfolio


35

To date, the 6 VCT centres have been fully established and running, 3 have been officially commissioned while 3 others are yet to be commissioned but are fully functional.

Through the 6 centres, 28,212 people were counselled; 27,863 people have been tested; 2,883 people were found positive and referred to join support groups and treatment centers;

In 2008, an additional 131 people living with HIV/AIDS (PLWHA) received various skills acquisition training in various fields from the MTN Foundation. These include: running a telephone call centre business; embroidery making, fashion designing, soap and candle making. They were also given basic equipment needed for take-off upon their graduation.

This training lasted between six to eight months and brings the total number of those trained to 240.

0703 HEALING TOLL FREE PROJECT: GRIEF & TRAUMA COUNSELLING SERVICES:

This project titled 0703 Healing Toll Free Project was rolled out in December 2007 to provide trauma and grief counselling services to bereaved members of the society. An initiative of the Aart of Life Foundation, the project is being supported by the MTN Foundation through the provision of one landline and two mobile lines which are toll free, training of bereavement counsellors; production and distribution of information materials, radio jingles and TV and newspaper adverts.

The toll free numbers are:0703 432 54640703 732 243701 460 2273

Since inception in December 2007, 308 people have accessed comprehensive counselling and follow up on the toll free counselling services.

MTNF PROJECT C.L.E.A.N

Another initiative under the health portfolio is the MTNF Project C.L.E.A.N (Cleaning the Local Environment around Nigeria), an environmental health initiative designed to improve the environmental health and sanitation in urban areas.



36

Over N100m has been approved for the project since inception. The project aims to establish a replicable environmental sanitation and waste to wealth model using markets/motor parks as target locations.

The pilot phase which commenced at Alesinloye Market in Ibadan, Oyo State, is being implemented in partnership with the Nigerian Network for Awareness and Action for Environmental Health (NINAAFEH), the Market Association and the Ibadan Southwest Local Government Authority. Through this project, MTNF has constructed a waste recycling plant (plastic recycling and fertiliser production) and provided public conveniences and safe water in the market. In addition, we have generated awareness and built the capacity of the traders to collect, sort, dispose and recycle waste including “pure water” sachets into plastic pellets and convert organic waste into compost, so as to generate income.

I am pleased to announce that the feasibility study for the second phase of this project was completed at the Ose Market, Onitsha Anambra State, and roll out is

expected to begin in 2009.

MTNF SICKLE CELL PROJECT: S U CCO U R FO R S I C K L E C E L L CARRIERS AND SUFFERERS:

Nigeria, and in general the African race, is highly vulnerable to the sickle cell genetic disorder. The incidence of sickle cell anaemia in Nigeria is among the highest in the world, with more than 100,000 Nigerian children being born each

year with the ailment.

The MTN Foundation embarked on a partnership with the Sickle Cell Foundation of Nigeria in 2006 to provide succour to Nigerians affected by Sickle Cell genetic disorder. Through this project, MTNF provides support to the Sickle Cell Foundation of Nigeria to establish 5 Sickle Cell Clinics in Lagos (2 clinics), Benin, Asaba and Kano to ensure provision of quality health care services to sickle cell sufferers and carriers. In 2008, a total of N40, 549,000 was spent on Phases 1 and 2 of the project, which



37

covered staff costs, training of volunteers and health workers on genetic counselling, provision of drugs and on information and awareness campaigns.The MTNF Board of Directors has approved N40, 412,493.01 for Phase 3 of the project. This approval was given in December 2008, and it is expected to be implemented in 2009.

The Sickle cell clinics are located at:

1. Lagos State:? Gbagada General Hospital: Clinic opens on Thursdays at 8am? Massey Street Children's Hospital, Lagos Island: Clinic opens on Tuesday &

Friday at 8am

2. Benin:? Sickle Cell Centre, Gabriel Igbinedion Avenue, Benin: Clinic opens Monday-

Friday at 8am

3. Asaba:? Govt. Hospital, Okwe-Asaba: Clinic opens Fridays at 8am

4. Kano: ? Murtala Mohammed Specialist Hospital, Kano: Clinic opens on Monday-

Friday at 8am. Wednesday is mainly for new comers and counselling.

Our partnership with the Sickle Cell Foundation has also led to the building of a world class DNA laboratory which is expected to be commissioned in 2009. It is hoped that this will provide a much needed boost in fighting this disorder.

MTNF CARES: RESPONDING TO THE PLIGHT OF ORPHANS & VULNERABLE CHILDREN (OVC)

MTNF Children at Risk Empowerment Scheme (MTNF C.A.R.E.S) is a response to the plight of Orphans and Vulnerable (OVC) children in Nigeria. In December 2006, the Board of MTNF committed over N44m to fund this project which is in its second phase.

This unique project which commenced in February 2007 seeks to improve the well being, protect, and develop Orphans and Vulnerable Children in three states (Kogi, Cross Rivers and Lagos) in Nigeria by providing integrated care and support. 250




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orphans from across the three focal states have been enrolled in the project and were registered with the National Population Commission for birth certificates; enrolled in public schools are being provided with basic health and educational services, and exposed to psychosocial stimulating events: holiday camping programmes to build life skills and the children's annual christmas party.

This project is providing educational and medical support to 250 orphans and vulnerable children in the MTNF PAMAC project states where the VCT centres have been commissioned. In addition, a resource centre was established in Jos, Plateau state, to cater for the physical, social and psychological needs of street children and other underprivileged children in the Northern part of the country.

PROVIDING COMMUNITY HEALTH SERVICES: MTNF MOBILE HEALTH SERVICES PROJECT:

In June 2008, the MTNF Board approved the Mobile Health Services Project.

The project is about providing mobile health services to communities using fully stocked MTN-branded mobile vans. Each van comes equipped with medical personnel who will provide free primary diagnosis, counselling and treatment of health issues.

The objective of the initiative is to increase health awareness among students in tertiary institutions.

140 students have been trained as Peer health educators for the project, which is focused on the following:

? Malaria prevention/treatment? Sickle cell anaemia/genotype education? Weight monitoring and malaria? STI education and screening? HIV education and screening? Blood sugar testing and general health counselling? Healthy eating/Body Mass Index (BMI)? Breast cancer? Blood pressure monitoring & counseling


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The pilot phase is targeted at 6 tertiary institutions of Lagos State which include:

? University of Lagos, Akoka? Federal College of Education (Technical), Akoka? City University Yaba (Yaba College of Technology)? Lagos State University, Ojo? Lagos State Polytechnic, Isolo? College of Education, Ijanikin

My deep appreciation goes to the entire MTN Foundation team who worked so hard to achieve these success stories. I remain confident that with your continued commitment, we will indeed fulfil our mission to improve the quality of lives of our communities.

Mrs. Nonny Nduka-EzeExecutive Secretary *


* Mrs. Nduka - Eze was appointed Substantive

Executive Secretary effective January 1, 2009.

Auditors’ ReportAuditors’ Report


40

Report On the Financial Statement

We have audited the accompanying financial statements of MTN Nigeria Foundation Limited by Guarantee which comprise the balance sheet as of 31 December 2008 and the receipt and expenditure account, and cash flow statement for the year then ended and a summary of significant accounting policies and other explanatory notes.

Directors' responsibility for the financial statement

The directors are responsible for the preparation and fair presentation of these financial statements in accordance with Nigerian Statements of Accounting Standards and with the requirements of the Companies and Allied Matters Act. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditor's responsibility

Our responsibility is to express an independent opinion on the financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing.

Those standards require that we comply with ethical requirements and plan and perform our audit to obtain reasonable assurance that the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control.

Report of the Independent Auditor to the Members of

MTN Foundation Limited GTE.


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An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion

In our opinion the accompanying financial statements give a true and fair view of the financial position of the Company as of 31 December 2008 and of its financial performance and its cash flows for the year then ended in accordance with Nigerian Statements of Accounting Standards and the Companies and Allied Matters Act .

Report on other legal requirements

The Companies and Allied Matters Act requires that in carrying out our audit we consider and report to you on the following matters. We confirm that:

i) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

ii) In our opinion proper books of account have been kept by the company, so far as appears from our examination of those books;

iii) The company's balance sheet and receipt and expenditure account are in agreement with the books of account.

PriceWaterHouseCoopers Chartered Accountants March 2009 Lagos, Nigeria

Auditors’ ReportAuditors’ Report


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Notes 2008 2007 RECEIPTS Donations and gifts 2 1,655,727,201 297,840,954 Interest Income 3 165,543,936 107,053,594

TOTAL RECEIPTS 1,821,271,137 404,894,548

EXPENDITURE: Cost of activities in furtherance of Foundation Objectives:

- Health 240,645,377 255,853,758

- Economic Empowerment 53,014,835 152,478,730

- Education 90,046,965 145,761,986

- Other Activities 4 161,875,694 65,229,457

Management and Administration 5 23,626,287 17,128,492

TOTAL EXPENDITURE 569,209,158 636,452,423 Surplus/ (Deficit) Receipts over Expenditure 1,252,061,979 (231,557,875) The accounting policies and notes on pages 45 to 48 form an integral

part of these financial statements.

Statement of Receipt and ExpenditureStatement of Receipt and Expenditure


NN


43

Notes 2008 2007

ASSETS Current Assets

Short term deposits 6 2,158,716,107

Cash at bank and in hand 7 738,532 2,159,454,639 Net assets 2,159,454,639 FUNDS Funds as at 31 December 2007 907,392,660 Surplus/ (Deficit) Receipts over Expenditure 1,252,061,979 Total funds as at 31st December 2008 2,159,454,639

655,095,890

252,296,770

907,392,660

907,392,660

1,138,950,535

(231,557,875)

907,392,660

SIGNED ON BEHALF OF THE BOARD OF DIRECTORS BY: ) ) Directors )

Approved by the Board of Directors on 26 March 2009

The accounting policies and notes on pages 45 to 48 form an integral

part of these financial statements.

Balance SheetBalance Sheet

As at 31 December 2008

N N


44

Cash flow StatementCash flow Statement


Notes 2008

Net Cash Inflow/ (Outflow) from operating activities

8 1,086,518,043

Cash flow from investing activities Interest received 165,543,936

Net Cash Inflow from investing activities 165,543,936 Movement in cash and cash equivalent Increase/ (Decrease) 1,252,061,979

Cash at bank and short term deposit as at 31 December 2007

907,392,660

Increase/ (Decrease) 1,252,061,979

Cash at bank and short term deposit as at 31 December 2008

2,159,454,639

The accounting policies and notes on pages 45 to 48 form an integral part of these financial statements.

2007

(338,613,259)

107,053,594

107,053,594

(231,559,665)

1,138,952,325

(231,559,665)

907,392,660

NN


45

Statement of Accounting PoliciesStatement of Accounting Policies


(a) Basis of preparation The financial statements are prepared on a cash basis under the historical cost

convention and in accordance with applicable standards.

(b) Fund accounting Cash donations are recognised as revenue when cash is received.

Gifts in Kind are valued at market value or reasonable estimates and disclosed in the Notes to the financial statements.

(c) Expenditure

All expenditure is accounted for on a cash basis and has been classified under headings that aggregate all costs of similar nature. Expenditure is recognised:

· when goods or services are received and cash paid· when cash is paid in advance to project partners

(d) Investments Investments comprise term deposits placed with banks and are stated at fair

value.


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1. The Company

MTN Foundation Limited by Guarantee (“MTNF Gte Ltd” or the “Foundation”) was incorporated in Nigeria as a company limited by guarantee on 19th July, 2004 under the Companies and Allied Matters Act.

MTNF Gte is a non-profit making organisation actively engaged in corporate social responsibility initiatives. To this end the Foundation seeks to implement viable and beneficial projects across the country in the selected focus areas of Health, Education and Economic Empowerment.

MTN Nigeria Communications Ltd has made available up to 1% of its annual profit after tax as donations to the MTN Foundation.

2008 2007 2. Donations and Gifts Donations - MTN 1,655,727,201 297,840,954

MTNN made available the sum of N1.65 billion to MTN Foundation, in support of the Foundation’s activities for the year

3. Interest Income Interest Received 165,543,936 107,053,594

Interest income represents interest received on investment in short term commercial papers and call deposits.

4. Other Activities MTNF School Bag Initiative - 24,593,587 MTNF Exercise Book Initiative - 12,325,000 Kings College Football Pitch Beautification - 14,975,770 “Disability and You” R oad Show and Seminar 11,400,000 9,000,000 MTNF branded souvenirs for Road Show & Seminar - - Lagos State Security Fund 150,000,000 - Capacity building for MTNF Partners 475,694 4,335,100

161,875,694 65,229,457

Notes to the Financial StatementsNotes to the Financial Statements

NN


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2008

2007

5. Management and Administration Bank charges 113,210?,210 7,018

Directors’ remuneration: - Travel and entertainment 3,151,641 3,821,474 - Sitting allowances 11,325,000 4,800,000 - Office supplies 36,436 - - Directors fees 9,000,000 8,500,000 23,626,287 17,128,492 6. Short Term Deposits GTB short term investment call 25,000,000 150,000,000 GTB short term investment 60 days 2,133,716,107 505,095,890 2,158,716,107 655,095,890 7. Cash at Bank and in hand GTBank Plc 154,861 251,326,409 Union Bank Plc 583,671 970,361 738,532 252,296,770 Cash and Bank is stated less Withholding Tax

deducted from payments made during the year.

8. Cash generated from operations 2008 2007 Surplus/ (Deficit) receipts over

expenditure 1,252,061,979 (231,559,665)

Interest income (165,543,936) (107,053,594)

Cash generated from operations 1,086,518,043 (338,613,259)

7,018


NN

NN


48


9. Gifts in Kind In addition to the 1% PAT donation to MTNF, the following resources were provided by MTN Nigeria Communications Limited:

2008 2007

Staff Costs 72,941,721 61,653,660

Facilities Costs Office Space, Utilities 11,691,319 3,983,869

Administrative Expenses Public Relations - 7,534,870 Travel 7,253,311 3,122,520Professional Fees 744,056 3,732,120 Others 2,646,106 15,502,840

10. Commitments as at December 2008 Contracts with Project Partners at the balance sheet date not included in

expenditure are N111.6 million (2007: N199.9 million). Projects not contracted as at 31 December 2008 amounted to N 1.2 billion (2007: N262.5 million)

11. Prior year comparatives

The prior year comparatives relate to the period commencing 01 January 2007 and ending 31 December 2007. Where necessary, the comparative figures have been adjusted to conform to changes in presentation in the current year.


NN

Management TeamManagement Team


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Nonny Nduka-EzeExecutive Secretary

Foyinsola Oyebola Economic Empowerment

Portfolio Manager

Ekong Udobang * Health Portfolio Manager

* Ekong Udobang joined the MTN Foundation in 2009. Olande Atere has since resigned.

Management TeamManagement Team


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