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BLUE LABEL INTEGRATED ANNUAL REPORT 2016
Governance framework
continued
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. 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;
•
deal in securities only in accordance
with the dealings in securities policy
adopted by the Board; and
•
adhere to policies on release of
price-sensitive information as
required in terms of the JSE Listings
Requirements.
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;
•
discharge of duties;
•
Board composition; and
•
establishment of committees.
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 BM Levy, JS Mthimunye
and LM Nestadt 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 18 to 20.
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.