Blue Label Telecoms Integrated Annual Report 2019

76 Blue Label integrated annual report 2019 Board composition, structure and report back BOARD OF DIRECTORS 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; approving policies; 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. BOARD CHARTER Our Board Charter assists our Board in conducting its business according to legislative requirements and the principles of good corporate governance. It ensures that each director is aware of his or her powers, duties and responsibilities when acting on behalf of the Blue Label Telecoms Group. The Board Charter is subject to the provisions of the Companies Act, JSE Listings Requirements, our Memorandum of Incorporation, and all other applicable legislation. The Board Charter covers the role and function of the Board; its detailed responsibilities; how it discharges its duties; the Board composition; and the establishment of Board Committees. The Board Charter as well as the terms of reference and work plans of the Board subcommittees were updated to align with the requirements of King IV during 2018. The Board has concluded that it has collectively satisfied and fulfilled its responsibilities in accordance with the charter. 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 and 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. Subsidiary boards comprise Executive and Non-Executive Directors, some of whom are Executive and Non- Executive Directors of Blue Label. Following the acquisition of 45% of Cell C in August 2017, the Blue Label Board has been actively monitoring and advising on the alignment of governance structures and processes at Cell C with those of the Company. BOARD COMPOSITION Blue Label has a unitary Board structure comprising eight directors. Four are Independent Non-Executive Directors, while one is Non-Executive and three are Executive Directors. A biography of each director appears on pages 24 and 25. The Board has a majority of Non-Executive Directors. This is incorporated into our Board Charter, which promotes power and authority at Board of Director level to ensure that no one director has unfettered powers of decision-making. In line with King IV, the roles of the Chairman and the joint CEOs are separate. The Board is led by Larry Nestadt, an independent Non-Executive Chairman. The joint CEOs 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. The joint CEOs’ principal roles are 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 CEOs who regularly