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BLUE LABEL INTEGRATED ANNUAL REPORT 2015
The performance appraisal of the Company
Secretary for the year under review took into
account the quality of support received and
guidance provided to the Board. All parties were
satisfied with the quality of support received as well
as the competency and experience of the Company
Secretary. The Company Secretary is responsible for
complying with the JSE Listings Requirements. This
includes the preparation and submission of all
relevant communication, such as SENS
announcements, to the securities exchange.
Board Committees
The Board has delegated certain functions to
well-structured Committees without abdicating its
own responsibilities. Board Committees operate
under written terms of reference approved by the
Board. Board Committees are free to take
independent professional advice as and when
deemed necessary, for which a formal policy is in
place. The Group Company Secretary provides
secretarial services for the Committees.
There is transparency and full disclosure from
Board Committees to the Board. The minutes of
Committees are submitted to the Board for noting
and discussion. In addition, directors have full access
to all Board Committee documentation and
Committee chairpersons provide the Board with
verbal reports on recent activities.
The Board is of the opinion that all Board
Committees have effectively discharged their
responsibilities, as contained in their respective
terms of reference.
The Board Charter provides for assessing of the
Board and its Committees every other year. The next
assessment is due in 2016.
Company Secretary
The Company Secretary’s roles and responsibilities
are set out in the Act, which stipulates the Company
Secretary has duties towards the Board, the Group
and shareholders.
All Directors have full access to all Group
information, property and records, and the services
and advice of the Group Company Secretary or,
where appropriate, to the services of independent
professionals and advisers. The Company Secretary
is neither a Director of the Board nor a Director of
the Group’s operational companies and therefore
maintains an arm’s-length relationship with the
Group and its Directors.
Duties include ensuring that the Board complies
with procedures and regulations of a statutory
nature, such as changes in legislation or practices
that might affect Board members in their capacity
as Directors.
All meetings of shareholders, Directors and Board
Committees are properly recorded and distributed.
The Company Secretary also ensures that all Board
and Committee charters are kept current, and assists
in the evaluation of the Board, Directors and
Committees. The Company Secretary offers
advice to directors on business ethics and good
governance. She also plays a role in ensuring
that the Board’s policies and instructions are
communicated to relevant persons in the Group and
that pertinent issues from management are referred
back to the Board where appropriate.
GOVERNANCE FRAMEWORK
CONTINUED