The Board
Our board has a unitary structure comprising ten directors: six of these are independent non-executive directors, while one is non-executive, and three are executive directors. The board defines levels of authority, reserving some specific powers while delegating others to senior management. In line with King III, there is a clear separation between the role of the independent non-executive chair, Larry Nestadt; and Brett and Mark Levy, the joint chief executives.
As chair, Larry Nestadt is responsible for setting the ethical tone of the board and ensuring that it remains efficient, focused, and cohesive. He provides overall leadership to the board, without limiting the principle of collective responsibility for board decisions. He also facilitates communication with shareholders and ensures optimal relations between the executive and non-executive directors.
CEOs Brett and Mark Levy provide leadership to the executive team in running the businesses of the Blue Label Telecoms Group, and report regularly to the board on the progress in delivering objectives against strategy.
The group’s financial director is Dean Suntup.
Executive Directors
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Brett Levy
Joint Chief Executive Officer
Joint Chief Executive Officer
Member of the Investment Committee, and the Social, Ethics and Transformation Committee
Born: 1975Brett has an impressive entrepreneurial record of founding and operating many small businesses across a wide range of industries.
These include the distribution of fast-moving consumer goods and insurance replacements for electronic goods. Brett plays a key role in developing the Group's strategy and commercial negotiations. His achievements have earned him a number of prestigious nominations, accolades and awards. These include the Absa Bank Jewish Entrepreneur of the Year Award (2003) and the Absa Jewish Business Achiever Non-Listed Company Award (2007), which he won jointly with his brother Mark. Brett was nominated as an Ernst & Young World Entrepreneur SA Finalist for 2007. In 2010 he received the Liberty Life Award for a Remarkable Success Story in the David Awards and was a finalist in the Top Young Entrepreneur category of the African Access National Business Awards. In 2011 he shared the Top Entrepreneur accolade in the African Access National Business Awards with Mark.Brett joined the Board on 1 February 2007 and is a director of various Group companies.
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Mark Levy
Joint Chief Executive Officer
Joint Chief Executive Officer
Member of the Investment Committee
BCompt (Unisa)Born: 1971
Mark graduated with a BCompt from Unisa in 1993. After some years as a commodities trader, he decided to pursue a goal of becoming an entrepreneur.
At Blue Label, Mark is integral in spearheading the execution of Blue Label's growth strategy, integration of acquisitions and development of the IT architecture. His leadership stature is frequently recognised. Together with his brother Brett, Mark received the Absa Bank Jewish Business Achiever Non-Listed Company Award (2007). He was nominated as an Ernst & Young World Entrepreneur SA finalist for 2007. In 2010 Mark was voted Top IT Personality of the Year by ITWeb and was a finalist in the Top Young Entrepreneur category of the African Access National Business Awards. In 2011 he shared the Top Entrepreneur accolade in the African Access National Business Awards with Brett.Mark joined the Board on 1 February 2007 and is a director of various Group companies.
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Dean Suntup
Financial Director
Financial Director
Member of the Investment Committee, and of the Social, Ethics and Transformation Committee (alternate to Brett Levy)
BCom (Wits) Hons (UNISA) CA (SA)Born: 1977
Dean completed his articles at PwC where he continued working after qualifying as a chartered accountant, participating in the audits of various large corporations and multinational companies.
In 2003 he joined BSC Technologies, a business established by the Levy brothers, and where he later became financial director. In 2005 he transferred to The Prepaid Company in the role of Financial Director. In heading up finance at Blue Label, Dean contributes significantly to the governance and reporting systems across the Group. Dean is a member of SAICA.Dean joined the Board on his appointment as Financial Director on 14 November 2013 and is a director of various other Group companies.
Non-executive Directors
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Laurence L Nestadt
Independent Non-Executive Chair
Independent Non-Executive Chair
Member of the Remuneration and Nomination committee (Chair of Nomination Committee)
Born: 1950Larry 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. He also serves as deputy chairman of Cell C Limited. Larry is a life member of the World Presidents' Organisation, Lloyds of London (since 1983).Larry joined the Board on 5 October 2007. As a respected senior member of the South African business community; his strategic vision, guidance and experience contribute significantly to the Board and its deliberations.
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Joe Mthimunye
Independent Non-Executive Director
Independent Non-Executive Director
Member of the Investment Committee, of the Audit, Risk and Compliance Committee (Chair), and of the Remuneration and Nomination Committee
BCompt Hons/CTA (Unisa), CA (SA)Born: 1965
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 the chairman of Cell C Limited. He is also chairman of Dis-Chem audit committee.Joe joined the Board on 5 October 2007.
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Lindiwe Mthimunye
Independent Non-Executive Director
Independent Non-Executive Director
Postgraduate Diploma: Tax Law, M Com, CA(SA)Ms Mthimunye is a Chartered Accountant (SA) and has extensive governance, finance and business experience, having worked in investment banking and also as chief financial officer. She previously served on the boards of various listed and unlisted companies including; Woolworths, Group 5, Torre, Sea Harvest, PetroSA, Hyundai Automotive South Africa and Liquid Capital.
Other public board memberships Public Companies:
Massmart Holdings Limited, Metrofile Holdings and Sabvest Capital Limited, Cell C Limited
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Nomavuso Mnxasana
Independent Non-Executive Director
Independent Non-Executive Director
Member of the Audit, Risk and Compliance Committee
Chartered Accountant (SA), BCompt (Hons); MCom (Tax Law) – pendingBorn: 1956
Nomavuso is a Chartered Accountant, having obtained her B Compt and Hons from the University of South Africa. She received her training from Deloitte and Touche. After completing her articles, she spent one year at Deloitte before joining SizweNtsaluba vsp (former Nkonki Sizwe Ntsaluba).
During her tenure at SizweNtsaluba she was specialising in consulting, internal auditing and attests function. She started the Corporate Governance division which housed the internal audit services, as she identified this opportunity during the introduction of the Public Finance Management Act (PFMA). She was also involved in staff development and training as a staff partner for five years. She then joined the Imperial Group as the Group Audit and Risk Executive. While at Imperial she introduced Training Outside Public Practice (TOPP). When she left the group, she had 11 TOPP Trainees who are spread across the group and still assist Imperial Group on consulting basis to ensure they receive adequate training. She was appointed to serve on the board of Imperial Bank as a non-executive director representing Imperial, the position she held until the bank surrendered its banking licence in September 2010. She sits on a number of boards in both listed and unlisted companies. -
Happy Masondo
Independent Non-Executive Director
Independent Non-Executive Director
Ms Happy Masondo is a qualified senior attorney and director, with specialist skills in renewable energy projects, information technology projects and public-private partnerships. Her expertise includes legal and regulatory project management skills including collation of relevant compliance tender documents, analysis and review of the legal and regulatory requirements.
Other public board memberships Public Companies:
She is an experienced non-executive director and currently serves on the boards of Dis-Chem Pharmacies, Bright Light Solar VCC and is a trustee of Investec Entrepreneurship Development Trust.
Jerry Vilakazi
Independent Non-Executive Director
Independent Non-Executive Director
Member of the Social, Ethics and Transformation Committee (Chair), and of the Audit, Risk and Compliance Committee
BA (Unisa), MA (Thames Valley), MA (London) and MBA (California Coast University)Born: 1961
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 boards of Cell C Limited and Sibanye-Stillwater Limited where he also chairs the social and ethics committee.Jerry joined the Board on 19 October 2011.
The board of directors is accountable for the development and execution of our strategy, for our operating performance and for our financial results. Its primary responsibilities are to determine the purpose and values of our group, provide strategic direction, appoint the chief executive, identify key risk areas and key performance indicators, monitor performance against agreed objectives, decide on significant financial matters and to review the performance of the executive directors against defined objectives. A range of non-financial information is provided to the board to enable it to consider qualitative performance factors that involve broader stakeholder interests.
With meetings that occur at least every quarter, our board has unrestricted access to all group information, records, documents and resources in order to enable it to discharge its responsibilities in a proper manner. The executive directors ensure that board members are provided with the information they need to reach objective and informed decisions. Between board meetings, directors are kept informed of key developments affecting the group.
Our non-executive directors have access to management and may meet without the attendance of executive directors.
The individual directors that make up our board adhere to the legal standards of conduct set out in the Companies Act. They are permitted to take independent professional advice related to their duties and are required to disclose real and perceived conflicts to the board annually as well as prior to each board meeting. Further, their trade in company sharesis strictly in accordance with the dealings in securities policy adopted by the board.
Our board is kept informed of the group’s going concern status, and monitors the solvency and liquidity of the company and group on a regular basis.Our board charter assists our board in conducting its business according to legislative requirements and the principles of good corporate governance.
It ensures that each director is aware of his or her powers, duties and responsibilities when acting on behalf of the Blue Label Telecoms Group. The board charter is subject to the provisions of the Companies Act, JSE Listings Requirements, our Memorandum of Incorporation, and all other applicable legislation. The board charter covers the role and function of the board; its detailed responsibilities; how it discharges its duties; the board composition; and the establishment of board committees.One-third of our board directors retire by rotation every three years in terms of the Memorandum of Incorporation. If eligible, available, and recommended for re-election by the Remuneration and Nomination Committee, their names are submitted for re-election at the AGM. Currently, BM Levy, JS Mthimunye and LN Nesstadt will be retiring at the forthcoming AGM and, being eligible, have made themselves available for re-election.
The Remuneration and Nomination Committee assists the board with the assessment, recruitment and nomination of new directors, subject to the whole board approving these appointments. Board members are also invited to interview potential appointees. A formal and transparent procedure applies to all new board appointments. Appointees are subject to approval by shareholders at the first subsequent AGM. Prior to appointment, candidates are required to complete a fit and proper test, as per the JSE Listings Requirements.
Induction of a new director is tailored according to need. We focus on providing information about the board structure, business operations, and strategy. Ongoing training and development of directors involves presentations to the board by professional advisers and senior management to ensure the board is kept abreast of governance, regulatory and operational developments.
The board charter provides for the assessment of the board and its committees every other year. This year, the board and its committees assessed its performance and effectiveness according to the following categories:- effectiveness and composition
- dynamics
- risk management
- succession planning
- ethical leadership
- corporate citizenship
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