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BLUE LABEL INTEGRATED ANNUAL REPORT 2016
42
King III summary
continued
Chapter and principle
Comments on application
The Board should appoint the
Chief Executive Officer and
establish a framework for the
delegation of authority
The Board approved the roles of Joint Chief Executive Officers and has formalised
their functions, including adopting their powers in terms of a governance
guideline and delegation of authority framework. Both guideline and framework
were updated in June 2016.
The Board should comprise a
balance of power, with a
majority of Non-Executive
Directors. The majority of
Non-Executive Directors should
be independent
Presently, the Board comprises:
•
three Executive Directors;
•
one Non-Executive Director; and
•
six Independent Non-Executive Directors
Y Mahomed appointed 18 August 2015
MV Pamensky resigned 30 November 2015
Ms P Mahanyele appointed 1 September 2016
Directors should be appointed
through a formal process
The RNC is a Committee of the Board and assists in identifying and selecting
suitable members who will meet the Board’s requirements in terms of knowledge,
skills and resources. All appointments are made in compliance with the
Companies Act, JSE Listings Requirements and the Company’s MoI.
The induction and ongoing
training and development of
Directors should be conducted
through formal processes
Induction programmes for new Directors are tailored based on the knowledge
and experience of the Director and focus on providing information on the Board
and Group’s structure, the Group’s strategy and operations. Ad hoc presentations
are made to the Board by professional advisers and Senior Management to ensure
that the Board is up to date with governance, regulatory and operational
developments.
The Board should be assisted
by a competent, suitably
qualified and experienced
Company Secretary
The role and function of the Company Secretary is in line with the requirements
of the Act, governance principles and JSE Listings Requirements.
The evaluation of the Board, its
Committees and individual
Directors should be performed
every year
1. Performance evaluations of the Board and its Committees takes place every
other year, rather than annually as recommended by King III. The Board is
satisfied that evaluations every other year are appropriate for the business.
2. Evaluations of individual Executive Directors’ performance take place annually,
once during remuneration increase and performance bonus award periods
and, as applicable, prior to the AGM regarding the re-election of Directors.
3. Evaluations of individual Non-Executive Directors’ performance takes place
annually (in respect of those standing for re-election at the AGM) and for the
remaining Directors every other year (as part of the Board and Committee
evaluations).