It is the responsibility of the Board to ensure the application of the principles contained in the
King III Code, without diluting the Group’s focus on sustainable performance. Where relevant,
Blue Label’s approach and application of King III is explained below.
The table below summarises Chapter 2 of the principles of King III and Blue Label’s application
thereof (the complete register is available on the website www.bluelabeltelecoms.co.za):
|
|
|
| The Board should act as the focal point
for and custodian of corporate
governance |
|
The Board Charter sets out the Board’s role,
powers and responsibilities both in terms of the
latest governance developments as well as the
requirements for its composition, meeting
procedures and work plan. A review of the Board
Charter is under way to ensure alignment to
governance requirements. |
| The Board should appreciate that
strategy, risk, performance and
sustainability are inseparable |
|
The Board is active in forming the strategy of the
Group, ensuring appropriate alignment with the
purpose and mandate of the Group. The Board
appreciates that strategy, risk, performance and
sustainability are inseparable. |
| The Board and its directors should act in
the best interests of the Company |
|
The Board Charter requires the Directors to act in
the best interest of the Company by ensuring that
individual Directors:
| • |
adhere to the standard of Directors’ conduct as
set out in the Companies Act; |
| • |
recognise that his/her primary fiduciary duty
is towards the Company as an entity and to
exercise such with the best interests of the
Company at heart; |
| • |
are permitted to take independent advice
necessary to carry out their duties following an
agreed procedure; |
| • |
disclose real or perceived conflicts to the Board
and deal with them accordingly; |
| • |
deal in securities only in accordance with the
policy adopted by the Board. |
|
| The Board should consider business
rescue proceedings or other turnaround
mechanisms as soon as the Company is
financially distressed as defined in the Act |
|
No business rescue proceedings were required. |
| The Board should elect a Chairman
of the Board who is an Independent
Non-Executive Director. The CEO of the
Company should not also fulfil the role
of Chairman of the Board |
|
The Chairman of the Board is an experienced
Independent Non-Executive Director elected by
the Board. |
| The Board should appoint the Chief
Executive Officer and establish a
framework for the delegation of authority |
|
The Board approved the role of joint Chief Executive
Officers and has formalised the role and function of
the joint Chief Executive Officers including the
adoption of a Governance Guideline and Delegation
of Authority framework. |
| The Board should comprise a balance of
power, with a majority of Non-Executive
Directors. The majority of Non-Executive
Directors should be independent |
|
The Board comprises:
| • |
Four Executive Directors |
| • |
Two Non-Executive Directors |
| • |
Four Independent Non-Executive Directors. |
|
| Directors should be appointed through a
formal process |
|
A RNC is in place and assists in identifying suitable
members that will address the Board’s requirements
in terms of knowledge, skills and resources. All
appointments are made in compliance with the
Companies Act, JSE Listings Requirements and the
Company’s Memorandum of Incorporation. |
| The induction and ongoing training and
development of directors should be
conducted through formal processes |
|
Induction programmes for new Directors are tailored
based on the knowledge and experience of the
Director and focus on providing information on the
Board structure and the Group’s strategy and
operations. Ad hoc presentations are made to the
Board by professional advisers and Senior
management to ensure that the Board is up to date
with governance, regulatory and operational
developments. This programme will be formalised
further in the coming year. |
| The Board should be assisted by a
competent, suitably qualified and
experienced Company Secretary |
|
The role and function of the Company Secretary is in
line with the requirements of the Act, governance
principles and Listings Requirements. |
| The evaluation of the Board, its
committees and the individual Directors
should be performed every year |
|
A Board evaluation was not undertaken during the
past year. A questionnaire has been developed as a
basis for evaluating the Board’s performance in
terms of composition, roles, relationships,
stakeholder engagement and meetings. The
evaluation will be conducted on an annual basis
from 2014. |
| The Board should delegate certain
functions to well-structured committees
but without abdicating its own
responsibilities |
|
The Board has appointed five subcommittees to assist it in its duties:
| • |
ARCC |
| • |
Investment Committee |
| • |
RNC |
| • |
Social and Ethics Committee |
| • |
Exco |
|
| A governance framework should be
agreed between the Group and its
subsidiary boards |
|
The governance framework is applied by subsidiary
boards and will be further formalised. |
| Companies should remunerate directors
and executives fairly and responsibly |
|
A RNC is in place and assists the Board in ensuring
the Group’s remuneration policy attracts, retains
and motivates top-quality people in the best interests
of the Group. |
| Companies should disclose the
remuneration of each individual Director
and Prescribed officer |
|
The disclosure of Directors’ and Prescribed officer’s
remuneration meets the requirements of the Act
and this governance principle. |
| Shareholders should approve the
Company’s remuneration policy |
|
Approved at the Annual General Meeting on
29 November 2012. |
