Blue Label Telecoms Integrated Annual Report 2019

Blue Label integrated annual report 2019 77 ABOUT US 1 – 21 LEADERSHIP 22 – 29 PERFORMANCE 30 – 73 GOVERNANCE 74 – 120 SHAREHOLDERS’ INFORMATION AND ADMINISTRATION 121 – IBC 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 Group has implemented a succession planning process at Board, top level management and subsidiary management levels. The succession plans are reviewed and approved by the appropriate bodies annually and documented accordingly. Furthermore, the business continuity plan for the Group has been drafted such that it incorporates the subsidiary succession plans. The Group has influential joint CEOs who co-founded the business, both of whom have a vested interest in the long-term future of the Group. However, in unforeseen circumstances, the Group has robust succession planning in place for both CEOs. Blue Label Group recognises the value of diversity and is committed to promoting gender and race equality in the Group. Our Board has introduced the Policy on the Promotion of Gender and Race Equality in the Blue Label Telecoms Group which is available online at www.bluelabeltelecoms.co.za . Our talent management processes together with our policy will enable us to improve diversity within the Group. On an ongoing basis, the Board shall consider its structure, its gender, race and size composition, as well as the relationship between Executive and Non-Executive Directors. It is committed to making sustainable progress towards ensuring that the Board is sufficiently gender and race diverse and has the necessary skills to competently discharge its duties, having regard to the strategic direction of the Group. No specific targets have been set in relation to the Board diversity policy. With 25% of the Board being black and no female representation following the resignation of Phuti Mahanyele, the Board recognises that it must continue to progress race diversity and female representation in particular. The Board is actively pursuing the appointment of an additional Independent Non-Executive Director to further enhance independence and diversity at Board level. The Board has concluded that it has the appropriate mix of knowledge, skills, experience and independence. The Remuneration and Nomination Committee (RNC) annually debates the independence of its Independent Non-Executive Directors who have served on the Board for a period of nine years or more. Laurence Nestadt, Gary Harlow and Joe Mthimunye have been assessed in this regard. The Committee has found them suitably independent, with continuing strong contributions, considering their experience within the Group and sector, and they are considered to continue to operate independently and objectively and have no conflicts of interest. The Board wishes to assure all stakeholders that the tenure and independence of Non-Executive Directors is vigorously debated and tested and that all Board meetings are robust in terms of their deliberation. Given the complexity of the industry within which Blue Label operates and the complexity of Blue Label itself, the Board believes that long-term knowledge and understanding of the issues surrounding the business are invaluable. A succession plan at Board level is being pursued to ensure a pipeline of new Independent Non-Executive Directors is established. BOARD APPOINTMENTS One-third of the directors retire by rotation every three years in terms of the Memorandum of Incorporation (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. MS 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 24 and 25. 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. 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. Ms P Mahanyele resigned as a Director on the Board and as a member of the Investment Committee with effect from 23 November 2018, following her appointment to another Board that would have presented a potential conflict of interest. A policy requiring directors to observe a ‘cooling-off’ period before accepting appointments to other Boards that may present a conflict of interest has been subsequently included in the Board Charter to regularise this aspect.