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BLUE LABEL INTEGRATED ANNUAL REPORT 2015
Board appointments
One-third of the Directors retire by rotation every
three years in terms of the MoI. If eligible, available
and recommended for re-election by the RNC, their
names are submitted for re-election at the AGM,
accompanied by a short biography set out in the
integrated annual report. In this regard Messrs
KM Ellerine, GD Harlow and SJ Vilakazi will be
retiring at the forthcoming AGM and, being eligible,
have made themselves available for re-election. A
brief biography of each Director appears on
pages 20 and 21.
The RNC 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, which are subject to
approval by shareholders at the first AGM following
that Director’s appointment. 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
the knowledge and experience of the Director in a
listed environment. Focus is placed on providing
information on the Board structure, business
operations and Group strategy. Ongoing training
and development of Directors involve ad hoc
presentations to the Board by professional advisers
and Senior Management to ensure the Board is
kept abreast of governance, regulatory and
operational developments.
Non-Executive Directors have access to management
and may meet without the attendance of Executive
Directors.
The Board acts in the best interests of the Group by
ensuring that individual Directors:
•
•
adhere to the legal standards of conduct set out
in the Companies Act;
•
•
are permitted to take independent professional
advice in connection with discharging their duties
following an agreed procedure;
•
•
disclose real and perceived conflicts to the Board
annually as well as prior to each Board meeting;
and
•
•
deal in securities only in accordance with the
dealings in securities policy adopted by the Board.
The 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.
Board Charter
The Board has adopted a written charter to assist
it in conducting its business in accordance with
the principles of good corporate governance
and legislation.
The purpose of the Board Charter is to ensure that
each director is aware of the powers, duties and
responsibilities when acting on behalf of the
Company. The Board Charter is subject to the
provisions of the Act, JSE Listings Requirements, the
Company’s MoI, and all other applicable legislation.
Salient features of the Board Charter are:
•
•
role and function of the Board;
•
•
detailed responsibilities;
•
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discharge of duties;
•
•
Board composition; and
•
•
establishment of committees.
GOVERNANCE FRAMEWORK
CONTINUED