Blue Label Telecoms Integrated Annual Report 2015

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BLUE LABEL INTEGRATED ANNUAL REPORT 2015
APPLICATION OF KING III
Blue Label is committed to King III and continues to
develop its governance policies, practices and
procedures, in line with an integrated governance,
risk and compliance framework. The Board is
responsible for ensuring the principles contained in
King III are applied. The JSE Listings Requirements
further stipulate compulsory adherence to certain
specific requirements of King III. A summarised
table of Blue Label’s application of King III
is available on the Company’s website at
.
BOARD OF DIRECTORS
Board composition
Blue Label has a unitary Board structure comprising
10 Directors. As at 18 August 2015 five are
independent non-executive directors, while one
is non-executive and four Executive Directors.
A biography of each Director appears on
pages 20 and 21 of the integrated annual report.
The Board has a balance of independent directors
and non-executive directors. In line with King III, the
roles of the Chairman and the Chief Executives are
separate. The Board is led by Larry Nestadt, an
independent non-executive Chairman. The Joint
Chief Executives are Brett Levy and Mark Levy.
The Chairman’s role includes setting the ethical tone
for the Board and ensuring that the Board remains
efficient, focused and operates as a unit. The
Chairman provides overall leadership to the Board,
without limiting the principle of collective
responsibility for Board decisions. He also facilitates
appropriate communication with shareholders and
enables constructive relations between the executive
and non-executive directors.
The Joint Chief Executives’ principal role is to
provide leadership to the executive team in running
the Group’s businesses. The Board defines the
Group’s levels of authority, reserving specific powers
for the Board, while delegating others to Senior
Management. The collective responsibility of
management vests with the Joint Chief Executives
who regularly report to the Board on the Group’s
progress in delivering its objectives and strategy.
The Group’s Financial Director is Dean Suntup. The
Audit, Risk and Compliance Committee is satisfied
that he has the appropriate expertise and experience
for this position.
The role of the Board and Board procedures
The Board directs the Group towards and facilitates
the achievement of the Group’s strategy and
operational objectives. It is accountable for the
development and execution of the Group’s strategy,
operating performance and financial results. Its
primary responsibilities include: determining the
Group’s purpose and values, providing strategic
direction to the Group, appointing the Joint Chief
Executive Officers, identifying key risk areas and key
performance indicators of the Group’s businesses,
monitoring the performance of the Group against
agreed objectives, deciding on significant financial
matters and reviewing the performance of the
Executive Directors against defined objectives.
A range of non-financial information is also provided
to the Board to enable it to consider qualitative
performance factors that involve broader
stakeholder interests.
The Board, which meets at least quarterly, retains
full and effective control over all the operations.
Additional ad hoc Board meetings are convened as
circumstances require.
The Board has unrestricted access to all Group
information, records, documents and resources to
enable it to discharge its responsibilities in a proper
manner. The Executive Directors are tasked with
ensuring that Board members are provided with all
relevant information and facts to enable them to
reach objective and informed decisions.
Board meetings are scheduled well in advance and
Board documentation is provided timeously. The
Board agenda and meeting structure assist the
Board in focusing on corporate governance, its legal
and fiduciary duties, Group strategy and operational
performance monitoring, thus ensuring that the
Board’s time and energy is appropriately applied.
Between Board meetings, Directors are kept
informed of key developments affecting the Group.
GOVERNANCE FRAMEWORK CONTINUED