Audit, Risk and Compliance
Committee (“ARCC”)
The members of the ARCC are JS Mthimunye [chairman], GD Harlow, NN Lazarus SC and LM Tyalimpi. All of the members of the ARCC save for Mr Lazarus SC are independent non-executive directors. Mr Lazarus SC has specialist professional skill and experience and makes an important contribution to the work of the committee. Mandatory attendees of the ARCC include BM Levy, MS Levy, DB Rivkind, DA Suntup (financial director of TPC), the audit partner from PricewaterhouseCoopers Inc. and a partner from KPMG to whom Blue Label outsources its internal audit function.
The quorum for an ARCC meeting is three members present throughout the meeting. The ARCC meets quarterly and at every meeting the external and internal auditors have an opportunity to address the meeting. The external and internal auditors also have direct access to the ARCC to hold separate private discussions on matters they deem important.
The ARCC discharges its duties in accordance with a formal detailed terms of reference. During 2011 the terms of reference were updated and approved by the board. In terms of the revised terms of reference the ARCC is mandated to:
- examine and review the group’s financial statements and reporting of interim and final results;
- review and consider, for recommendation to the board, the consolidated budget for the ensuing financial year;
- oversee integrated reporting;
- oversee the Internal Risk and Compliance Committee;
- oversee the functions of the Compliance Officer;
- ensure that Blue Label has implemented an effective policy and plan for risk management that will enhance the company’s ability to achieve its strategic objectives;
- ensure that the disclosure regarding risk is comprehensive, timely and relevant;
- ensure that a combined assurance model is applied to provide a co-ordinated approach to all assurance activities;
- review and satisfy itself of the expertise, resources and experience of the Blue Label finance function;
- oversee the internal audit function and internal financial control process;
- recommend the appointment of the external auditor and overseeing the external audit process including external auditor’s independence;
- establish, implement and maintain a compliance function with adequate policies and procedures to ensure compliance with rules, regulations, statutes and procedures applicable to Blue Label;
- report to the board and shareholders on how it has discharged its duties.
Remuneration and Nomination
Committee (“RNC”)
Members: NN Lazarus SC
(Chairman), GD Harlow and
KM Ellerine
Composition and meeting
procedures: Messrs BM Levy,
MS Levy and DB Rivkind attend
meetings by invitation, but do not
participate in discussions and
decisions regarding their own
remuneration and benefits. The
chairman, at his discretion, may
invite other executives or
employees to participate in
meetings of the committee.
Meetings are held at least twice
a year. The quorum for an RNC
meeting is two members present
throughout the meeting. The board confirmed the
position of Mr Lazarus SC as
chairman of the RNC and was
satisfied that he was most
suitably qualified to perform the
role and acted with the required
independence by expressing
opinions, exercising judgement
and making decisions impartially.
Role and functions: The RNC role
and responsibilities are set out in
its terms of reference, a
summary of which are to:
- determine and agree with the
board, the framework or broad
policy for the remuneration of
the executive directors,
non-executive directors and any
other members of executive
management as it is
designated to consider;
- review, for recommendation to
the board, the design of, and
targets for, the company’s
Forfeitable Share Plan;
- determine annually whether
awards are to be made under
the Forfeitable Share Plan.
and, if so, the overall and
individual amounts of such
awards;
- recommend to the board the
remuneration of non-executive
directors for approval by the
shareholders;
- identify and nominate
candidates, for the approval of
the board, to fill vacancies as
and when they arise; and
- recommend the appointment
of new executive and non-executive
directors, including
recommendations on the
composition of the board and
the balance between executive
and non-executive directors and
any adjustments that are
deemed necessary.
Investment Committee (“IC”)
Members: GD Harlow (Chairman),
NN Lazarus SC, JS Mthimunye,
BM Levy, MS Levy, MV Pamensky,
DB Rivkind, DA Suntup and
DR Hilewitz (consultant)
Composition and meeting
procedures: Meetings are held as
the committee considers
appropriate, but at least two
meetings are held during a financial
year. The quorum for an IC meeting
is four members, of which two are
executives and two non-executives,
present throughout the meeting.
Group Legal Counsel attends
meetings by invitation only.
Role and functions: The
responsibilities of the IC include:
- review acquisitions, investments
and disposals made by the
executive committee in accordance with the authority
granted to it by the board;
- review, consider and approve
proposed acquisitions,
investments and disposals of the
group recommended by the
executive committee ranging
between R40 million and
R100 million;
- recommending to the board
acquisitions and investments
of the group above
R100 million; and
- reviewing the performance of
all investments and acquisitions
made.
Transformation Committee
(“TC”)
Members: GD Harlow
(Chairman), KM Ellerine,
LM Tyalimpi, BM Levy,
DB Rivkind (alternate to BM Levy)
Composition and meeting
procedure: Meetings are held at
least twice per year and a
quorum for a TC meeting is two
members of the committee
present throughout the meeting.
The chairman, at his discretion,
may invite other executives or
employees to participate at
meetings of the committee. Ms
Hindley (group human resources
and transformation manager) is a
mandatory attendee of the TC
meetings.
Role and functions: The
responsibilities of the TC include:
- developing a transformation
framework and policy;
- monitoring and overseeing the
implementation of the
transformation framework and
policy; and
- overseeing the B-BBEE
accreditation process of the
group and monitoring the
group’s compliance with the
DTI Codes of Good Practice.
Executive committee (“Exco”)
and the Strategy
Implementation Committee
Members: MS Levy (Chairman),
BM Levy, MV Pamensky,
DB Rivkind
Composition and meeting
procedures: Meetings of Exco
take place weekly. Mr Suntup
(financial director of The Prepaid
Company (Pty) Ltd) and the group
legal adviser attend Exco
meetings by invitation.
Role and function: Exco is
responsible for managing and
monitoring the business affairs of
the company in line with boardapproved
plans, budgets,
delegations and limits of authority,
prioritising the allocation of capital and other resources, reviewing and
approving acquisitions, disposals
and investments, and establishing
best management and operating
practices. Exco is also mandated,
empowered and held accountable
for implementing the strategies,
business plans and policies
determined by the board. The
board at its meeting held on
21 February 2011 approved an
increase in the limit of authority
granted to the Exco in terms of
acquisitions, disposals and general
investments from R20 million to
R40 million. The rationale for the
increase was that the authority
level was set more than three
years ago, and that there were few
meaningful investments that did not
exceed the existing authority level.
The Strategic Implementation
Committee, which operated
throughout the 2010,
was dismantled during 2011 in favour of a more
decentralised and streamlined
approach, with responsibility for
implementation of strategy now
vesting with subsidiary boards and
their executive committees |
