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BLUE LABEL INTEGRATED ANNUAL REPORT 2016
King III summary
Summary of the application of King III principles
It is the responsibility of the Board to ensure the application of the principles contained in the King III Code, without diluting
the Group’s focus on sustainable performance. Blue Label’s approach and application of King III is explained in the table
below, which also summarises chapter 2 of the principles of King III. The complete register is available on our website.
Chapter and principle
Comments on application
Chapter 2 – Board and Directors
The Board should act as the
focal point for and custodian of
corporate governance
The Board Charter sets out the Board’s role, powers and responsibilities both in
terms of the latest governance developments as well as the requirements for its
composition, meeting procedures and work plan. The Board Charter has been
reviewed to ensure alignment to governance requirements.
The Board should appreciate
that strategy, risk, performance
and sustainability are
inseparable
The Board is active in forming the strategy of the Group, ensuring appropriate
alignment with the purpose and mandate of the Group. The Board appreciates
that strategy, risk, performance and sustainability are inseparable.
The Board and its Directors
should act in the best interests
of the Company
The Board Charter requires the Directors to act in the best interest of the
Company by ensuring that individual Directors:
•
adhere to the standard of Directors’ conduct as set out in the Companies Act;
•
recognise that his/her primary fiduciary duty is towards the Company as an
entity and to exercise such with the best interests of the Company at heart;
•
are permitted to take independent advice necessary to carry out their duties
following an agreed procedure;
•
disclose real or perceived conflicts to the Board and deal with them accordingly;
and
•
deal in securities only in accordance with the policy adopted by the Board.
The Board should consider
business rescue proceedings or
other turnaround mechanisms
as soon as the Company is
financially distressed as
defined in the Act
•
No business rescue proceedings were required.
The Board should elect a
Chairman of the Board who is
an Independent Non-Executive
Director. The CEO of the
Company should not also fulfil
the role of Chairman of the
Board
The Chairman of the Board is an experienced Independent Non-Executive Director
elected by the Board. See Chairman’s curriculum vitae on page 18.