The Board directs and facilitates Blue Label toward the achievement of its strategy and operational objectives. It is accountable for the development and execution of Blue Label's strategy, operating performance and financial results. Its primary responsibilities include:
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 Blue Label operations. Additional ad hoc Board meetings are convened as circumstances require.
The Board Charter assists the 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 Blue Label. The Board Charter is subject to the provisions of the Companies Act, JSE Listings Requirements, the Memorandum of Incorporation (MOI) 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, are aligned with the requirements of King IV. The Board is reviewing terms of references for Board Committees and workplans as it continues integrating sustainability into Blue Label governance practices and structures.
The Board has concluded that it has collectively satisfied and fulfilled its responsibilities in accordance with the charter.
The Board regards governance as fundamental to the success of Blue Label's business.
It is committed to applying the principles of good governance in directing and managing Blue Label towards achieving its strategic objectives. The Board is the focal point for and custodian of Blue Label's governance framework and is supported by its Committee structures, management, shareholders and other stakeholders of Blue Label. The Board is ultimately accountable for the performance and affairs of Blue Label.
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 Blue Label. At the same time, the Board encourages entrepreneurship and innovation, which are recognised as key drivers of Blue Label's performance.
All operations and governance processes are aligned with the governance framework established by the Board. Each subsidiary company has its own board of directors, with a clearly defined strategy, business plan and performance criteria. Subsidiary boards comprise Executive and Non-Executive Directors, some of whom are Executive and Non-Executive Directors of Blue Label.
A Delegation of Authority Framework has been developed and implemented across all Blue Label companies. The Board is satisfied that the Delegation of Authority Framework contributes to role clarity and the effective exercise of authority and responsibilities.
Blue Label has a unitary Board structure comprising nine Directors, with the majority being Independent Non-Executive Directors. This is incorporated into our Board Charter, which promotes power and authority at Board of Directors level, to ensure that no single Director has unfettered powers of decision-making. A biography of each Director appears in Board of Directors.
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 teams that run Blue Label's businesses. The Board defines Blue Label'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 report to the Board on Blue Label's progress in delivering its objectives and strategy.
Blue Label's Financial Director is Dean Suntup. The ARCC is satisfied that he has the appropriate expertise and experience for this position.
Blue Label has implemented a holistic succession planning process at Board, top-level management and subsidiary management levels. These succession plans are reviewed and approved by the appropriate bodies annually and documented accordingly.
Furthermore, the business continuity plan for Blue Label has been drafted to incorporate its subsidiary succession plans. Blue Label's influential joint CEOs co-founded the business and both have vested interests in the long-term future of Blue Label.
However, in unforeseen circumstances, Blue Label has robust succession planning in place for both CEOs.
Blue Label recognises the value of diversity, and our Board in turn is committed to promoting gender and race equality. This policy is available online at www.bluelabeltelecoms.co.za. Our talent management processes, together with our policy, will enable us to improve diversity within Blue Label.
On an ongoing basis, the Board considers 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 has the necessary depth to steer the strategic direction of Blue Label. The Board has a policy focusing on the promotion of broader diversity at Board level, specifically addressing the promotion of the diversity attributes of gender, race, culture, age, field of knowledge, skills and experience. No specific targets have been set in relation to the Board's diversity policy.
The Board is actively pursuing the appointment of additional Independent Non-Executive Directors to further enhance independence and diversity of skills, race and gender at Board level. 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, Joe Mthimunye and Jerry Vilakazi have been assessed in this regard. The Committee has found them suitably independent, with continuing strong contributions, considering their experience within Blue Label and the sector. They are considered to operate independently and objectively and without conflicts of interest.
The Board wishes to assure all stakeholders that the tenure and independence of Non-Executive Directors are 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. The RNC is managing the succession plan at Board level to ensure that a pipeline of new Independent Non-Executive Directors is established and that the succession plan will be seamless and maintains a mixture of new appointees with experienced Directors.
One-third of the Directors retire by rotation every three years in terms of the MOI. If eligible, available and recommended for re-election by the RNC, their names are submitted for re-election at the Annual General Meeting (AGM). In this regard, Messrs MS Levy, DA Suntup and SJ Vilakazi will be retiring at the forthcoming AGM and, being eligible, have made themselves available for re-election. A biography of each Director appears in Board of Directors.
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 must complete an induction process, as per the JSE Listings Requirements.
A policy has been included in the Board Charter requiring Directors to observe a “cooling-off” period before accepting appointments to other boards that may present conflicts of interest.
The Board Charter provides for an assessment and an evaluation of the Board and its Committees every other year.
A Board evaluation was conducted in the prior year, and feedback was provided during the June 2023 Board meeting. The next assessment and evaluation of the Board and its Committees will be conducted during the 2025 financial year.
Each Executive Director's performance is evaluated every year during the remuneration increase and performance bonus award periods. Refer to the remuneration section for the performance evaluation of the CEOs and the Financial Director against agreed-upon performance measures and targets.
The induction of each new Director is tailored according to the specific knowledge and experience they bring to the Board. Focus is placed on providing information on the Board structure, business operations and Blue Label strategy. Ongoing training and development of Directors involves ad hoc presentations to the Board by professional advisers and senior management to ensure the Board is kept abreast of governance, regulatory, financial and operational developments.
The Board remains satisfied with the competency and experience of the 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 keeping 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 Blue Label. The Board is satisfied that these arrangements are effective.
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, with Committee Chairpersons verbally briefing the Board on their Committee meetings.
The Board is of the opinion that all Board Committees have effectively discharged their responsibilities, as contained in their respective terms of reference.
Attendance at meetings
| Board | Audit, Risk and Compliance |
Remuneration and Nomination |
Social, Ethics and Transformation |
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| Total number of meetings held during the year | 4 | 4 | 2 | 3 | |
| Actual attendance/possible maximum attendance of meetings | |||||
| LM Nestadt | 4/4 | — | 1/2 | — | |
| BM Levy | 4/4 | 3/4* | 2/2* | 3/3 | |
| MS Levy | 4/4 | 4/4* | 2/2* | — | |
| NP Mnxasana | 4/4 | 4/4 | — | — | |
| JS Mthimunye | 4/4 | 3/4 | 2/2 | — | |
| SJ Vilakazi | 4/4 | 4/4 | 2/2 | 3/3 | |
| DA Suntup | 4/4 | 4/4* | 2/2* | —** | |
| LE Mthimunye | 4/4 | 4/4 | — | 2/3 | |
| H Masondo | 3/3*** | — | — | 2/2*** |
| * | Attendee |
| ** | Alternate to BM Levy |
| *** | Appointed 1 August 2023 |
Note: No Investment Committee meetings were held during the period 1 June 2023 to 31 May 2024.
The Board remains accountable for all matters where it has delegated responsibility to its subcommittees. The Committees, their members and principal functions and focus areas are set out below:
| MS Levy (Chair) | A Armstrong** | G Levin |
| BM Levy | JS Newman*** | M Nyawane |
| D Rama | S Ramdhani | A Roberts* |
| M Shaik | D Simba | DA Suntup |
| * | Resigned 15 March 2024. |
| ** | Appointed 1 August 2024. |
| *** | Resigned 26 August 2024. |
Blue Label's Executive Committee includes the Executive Directors and operational and functional managers. This enables an executive and combined forum for disseminating strategies and policies to subsidiaries while providing oversight and feedback from the strategic operations forum. Blue Label's strategic and policy decisions are typically formulated by the Executive Directors and approved by the Board. The Committee has moved from a monthly to a quarterly meeting format, in line with its primary function of acting as an oversight forum and reporting structure between the Board, Executive Directors and subsidiary management.
Certain Blue Label Executive Committee members are represented on the boards of operating subsidiaries and act as liaisons with operating subsidiary CEOs and/or management.
The Executive Committee has concluded that it has fulfilled its responsibilities in accordance with its terms of reference.
Key focus areas of the Executive Committee during 2024 included:
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Key focus areas of the Executive Committee during 2025 shall include:
| Members and attendees | Number of meetings | Meeting attendance (%) |
| JS Mthimunye (Chair) | 3/4 | 75 |
| LE Mthimunye | 4/4 | 100 |
| NP Mnxasana | 4/4 | 100 |
| SJ Vilakazi | 4/4 | 100 |
| BM Levy* | 3/4 | 75 |
| MS Levy* | 4/4 | 100 |
| JS Newman*,** | 4/4 | 100 |
| DA Suntup* | 4/4 | 100 |
| * | Attendee. |
| ** | Resigned on 26 August 2024. |
The primary objective of the Committee is to assist the Board of Directors in fulfilling its oversight responsibilities for:
The ARCC concluded that it has fulfilled its responsibilities in accordance with its terms of reference.
For further details, refer to sections in this report on governance of risk, governance of sustainability, information and technology governance, combined assurance and the ARCC reports.
Key focus areas of the Audit, Risk and Compliance Committee during 2024 included:
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Key focus areas of the Audit, Risk and Compliance Committee during 2025 shall include:
| Members and attendees | Number of meetings | Meeting attendance (%) |
| SJ Vilakazi (Chair of Remuneration Committee) | 2/2 | 100 |
| LM Nestadt (Chair of Nomination Committee) | 1/2 | 50 |
| JS Mthimunye | 2/2 | 100 |
| BM Levy* | 2/2 | 100 |
| MS Levy* | 2/2 | 100 |
| DA Suntup* | 2/2 | 100 |
| * | Attendee. |
Ensure that competitive remuneration and incentive policies align with the strategy of driving performance and value creation that attracts and retains the right talent. Review design and the objectives of incentive schemes and remuneration packages; Executive and Non-Executive Director appointments and succession planning; annual evaluation of the independence of Non‑Executive Directors and composition of the Board and its Committees.
The Remuneration and Nomination Committee (RNC) assists the Board with overseeing and making recommendations to the Board for its consideration and final approval on remuneration policies and incentives, Board composition, structure and size, succession planning in terms of key positions and the identification and nomination of suitable candidates to fill Board vacancies as and when they arise.
Key roles of the Committee include:
The RNC concluded that it has fulfilled its responsibilities in accordance with its terms of reference.
The RNC continues to ensure that total rewards are set at levels that are competitive and drive performance in the short and long term, ensuring alignment with shareholder interests and at the same time promoting an ethical culture and responsible corporate citizenship.
The Committee is mandated by the Board to continually assess the executive remuneration market and governance framework.
It also considers present market conditions, Blue Label's strategy and operational performance.
Key focus areas of the Remuneration and Nomination Committee during 2024 included:
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Key focus areas of the Remuneration and Nomination Committee (RNC):
By focusing on these areas, the Remuneration Committee will help ensure that the Group's remuneration practices are effective, equitable and aligned with its strategic objectives.
| Members and attendees | Number of meetings | Meeting attendance (%) |
| SJ Vilakazi (Chair) | 3/3 | 100 |
| BM Levy (DA Suntup alternate to BM Levy) | 3/3 | 100 |
| H Masondo* | 2/2* | 100 |
| LE Mthimunye | 2/3 | 67 |
| * | Appointed 1 August 2023. |
The role of the Committee is to assist the Board with the oversight of transformation, social and ethical matters relating to Blue Label and its subsidiary companies. Responsibilities include monitoring Blue Label's activities and compliance with legislation relating to equality, black economic empowerment, good corporate citizenship, the environment, health, public safety and consumer and labour relations, as well as advising the Board where necessary and appropriate. The Committee also reviews ethical business conduct, including any activity on the ethics hotline.
The Social, Ethics and Transformation Committee concluded that it has fulfilled its responsibilities in accordance with its terms of reference.
Refer to the human capital report, the Social, Ethics and Transformation Committee report, the effective and ethical leadership report and the stakeholder relations sections for further details.
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Key focus areas of the Social, Ethics and Transformation Committee:
King IV's philosophy of integrated thinking and governance promotes the integration of governance functional areas and reports back into the rest of the integrated reporting elements. Oversight of these functional areas is maintained by the Board and its subcommittees as follows:
| Members |
| LE Mthimunye (Chair) |
| DR Hilewitz* |
| BM Levy |
| MS Levy |
| JS Mthimunye |
| JS Newman** |
| DA Suntup |
| * | Appointed 1 August 2023. |
| ** | Resigned 26 August 2024. |
Note: No Investment Committee meetings were held during the period 1 June 2023 to 31 May 2024.
The Investment Committee is an ad hoc committee that did not hold any meetings during the year. During the year, the Board maintained oversight of all investment decisions, annual reviews and capital allocation decisions, in particular around the funding of Cell C.
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Key focus areas of the Investment Committee:
Blue Label Integrated Annual Report 2024
