Blue Label Telecoms Integrated Annual Report 2016

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BLUE LABEL INTEGRATED ANNUAL REPORT 2016
36
Governance framework
The Board regards governance as a
fundamental essential for the success
of the Group’s business. It is
committed to applying the principles
of good governance in directing and
managing the Group in order to
achieve its strategic objectives. The
Board is the focal point for and
custodian of the Group’s governance
framework, and is supported by its
committee structures, management,
shareholders and other stakeholders
of the Company. The Board is
ultimately accountable for the
performance and affairs of the
Company.
The governance framework facilitates
a balance between the Board’s role of
providing direction and oversight with
accountability to support acceptable
risk parameters, consistent
compliance with regulations,
standards and codes relevant to the
Group. At the same time the Board
encourages entrepreneurship and
innovation, which are recognised as
key drivers of Group performance. At
the operations, governance processes
are aligned with the governance
framework established by Blue Label.
Each subsidiary company has its own
board of directors and its strategy,
business plan and performance
criteria are clearly defined. The
strategy and business plan of each
subsidiary are presented to the Blue
Label Board by the subsidiary’s board
each year. Subsidiary boards comprise
Executive and Non-Executive
Directors, some of whom are
Executive and Non-Executive Directors
of Blue Label.
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.
Blue Label is closely monitoring the
development of King IV and will align
governance requirements and formal
practices upon the release of King IV.
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
1 September 2016. Six are Independent
Non-Executive Directors, while one is
Non-Executive and three are Executive
Directors. A biography of each Director
appears on pages 18 to 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.
GOVERNANCE FRAMEWORK
Shareholders
via AGM
Subsidiary
Board
Executive
Committee
External audit
Remuneration
and Nomination
Committee
Investment
Committee
Audit, Risk and
Compliance
Committee
Internal Risk and
Compliance
Committee
Social, Ethics and
Transformation
Committee
Internal audit
Board of
Directors