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BLUE LABEL INTEGRATED ANNUAL REPORT 2016
38
Governance framework
continued
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.
The Board Charter provides for
assessing of the Board and its
Committees every other year. During
the year the Board and its committees
assessed its performance and
effectiveness according to the
following categories:
•
effectiveness and composition
•
dynamics;
•
risk management;
•
succession planning;
•
ethical leadership; and
•
corporate citizenship.
Based on the consolidated feedback
from the assessment, the Board is
satisfied with the overall performance
and effectiveness of the Board, its
members and the Committees. No
major areas of concern were
identified.
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.
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.