Blue Label Telecoms Integrated Annual Report 2019

78 Blue Label integrated annual report 2019 Board composition, structure and report back continued BOARD EFFECTIVENESS The Board Charter provides for assessment of the Board and its committees every other year, which is recommended by King IV. The Board and its committees assessed its performance and effectiveness according to the following categories: u u effectiveness and composition; u u dynamics; u u risk management; u u succession planning; u u ethical leadership; and u u corporate citizenship. The Board further assessed its members according to the following categories: u u leadership; u u interpersonal skills; u u strategic thinking; and u u board contribution Based on the consolidated feedback from the assessment performed in the prior year, the Board is satisfied with the overall performance and effectiveness of the Board, its members and the committees. The Board is satisfied that the formal, internal evaluation process improves performance and effectiveness. Evaluations of individual Executive Director’s 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. Refer to the remuneration section (page 98) for the performance evaluation of the CEOs and the CFO against agreed upon performance measures and targets. Induction of a new Director is tailored according to the knowledge and experience of the Director in a listed company 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. COMPANY SECRETARY Our Board remains satisfied with the competency and experience of our Group Company Secretary, Janine van Eden (BProc, LLB, Conveyancing). 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. She maintains an arm’s length relationship with the Board, providing guidance to Board members on execution of their duties and keeps up to date on the latest developments in corporate governance and regulation. All Directors have full access to the services and advice of the Group Company Secretary in all aspects of the Board’s mandate and operations of the Group; the Board is satisfied that these arrangements are effective. BOARD COMMITTEES The Board has delegated certain functions to well- structured committees without abdicating its own responsibilities and accountability. 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.