|Shareholder via AGM|
|BOARD OF DIRECTORS|
|BOARD OF DIRECTORS|
|Audit, Risk and Compliance Committee|
|Internal Risk and Compliance Committee|
|BOARD OF DIRECTORS|
|Remuneration and Nomination Committee|
|Social, Ethics and Transformation Committee|
Governance is the cornerstone of our board’s performance and our business success. The board, together with the board committees, management, shareholders, and all other stakeholders in the group, upholds our governance framework. By providing direction and oversight on the one, and, and by managing risk and regulatory compliance on the other, our board ensures that we remain ethical, entrepreneurial, and innovative.
Each subsidiary in our group has its own board of directors, and has a clearly defined strategy, business plan, and set of performance criteria. These are presented to the Blue Label Telecoms Group board by the subsidiaries’ boards each year. Subsidiary boards comprise executive and non-executive directors, some of whom are executive and non-executive directors of Blue Label Telecoms.
As chair, Larry Nestadt is responsible for setting the ethical tone of the board and ensuring that it remains efficient, focused, and cohesive. He provides overall leadership to the board, without limiting the principle of collective responsibility for board decisions. He also facilitates communication with shareholders and ensures optimal relations between the executive and non-executive directors.
CEOs Brett and Mark Levy provide leadership to the executive team in running the businesses of the Blue Label Telecoms Group, and report regularly to the board on the progress in delivering objectives against strategy. The group’s financial director is
With meetings that occur at least every quarter, our board has unrestricted access to all group information, records, documents and resources in order to enable it to discharge its responsibilities in a proper manner. The executive directors ensure that board members are provided with the information they need to reach objective and informed decisions. Between board meetings, directors are kept informed of key developments affecting the group.
Our non-executive directors have access to management and may meet without the attendance of executive directors.
The individual directors that make up our board adhere to the legal standards of conduct set out in the Companies Act. They are permitted to take independent professional advice related to their duties and are required to disclose real and perceived conflicts to the board annually as well as prior to each board meeting. Further, their trade in company sharesis strictly in accordance with the dealings in securities policy adopted by the board.
Our board is kept informed of the group’s going concern status, and monitors the solvency and liquidity of the company and group on a regular basis.
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 Remuneration and Nomination Committee 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. Appointees are subject to approval by shareholders at the first subsequent AGM. Prior to appointment, candidates are required to complete a fit and proper test, as per the JSE Listings Requirements.
Induction of a new director is tailored according to need. We focus on providing information about the board structure, business operations, and strategy. Ongoing training and development of directors involves presentations to the board by professional advisers and senior management to ensure the board is kept abreast of governance, regulatory and operational developments.
The board charter provides for the assessment of the board and its committees every other year. This year, the board and its committees assessed its performance and effectiveness according to the following categories:
- effectiveness and composition
- risk management
- succession planning
- ethical leadership
- corporate citizenship
As company secretary, Janine is also responsible for complying with the JSE Listings Requirements. This includes the preparation and submission of all relevant communication, such as SENS announcements, to the securities exchange.
All directors have full access to all group information, property and records, and the services and advice of our group company secretary or, where appropriate, to the services of independent professionals and advisers. Our company secretary is neither a director of the board nor a director of the group’s operational companies, and therefore maintains an arms-length relationship with our group and our directors.
There is transparency and full disclosure from board committees to the board. The minutes of committee meetings are submitted to the board for noting and discussion. In addition, our directors have full access to all board committee documentation and committee chairpersons provide the board with verbal reports on their recent activities.
The Committees, their members and principal functions are set out as follows:
Executive (meets weekly)
Members are MS Levy (chair), EC de Villiers, BM Levy, D Hilewitz, and DA Suntup.
Principal activities are to implement strategies and policies; manage and monitor business affairs; oversee senior management appointments and performance management; prioritise the allocation of capital, technical matters and human resources; and review and approve acquisitions, disposals and investments of up to R40 million per transaction.
Audit, Risk and Compliance (meets quarterly)
Members are JS Mthimunye (chair), EC de Villiers, GD Harlow, BM Levy, MS Levy, P Mahanyele, DA Suntup and SJ Vilakazi.
Principal activities are examining and reviewing functions related to budget, financial statements, audit/assurance, financial controls, compliance, and risk (both risk management and timely risk disclosure). The committee also overseas integrated reporting. At each meeting, external and internal auditors have an opportunity to address the meeting. They can also, if required, hold separate private discussions with the Audit, Risk and Compliance Committee.
Remuneration and Nomination (meets bi-annually)
Members are GD Harlow (chair of remuneration committee), LM Nestadt (chair of nomination committee), EC de Villiers, BM Levy, MS Levy, JS Mthimunye, and DA Suntup.
Principal activities are matters regarding remuneration of board members and executive management, the group’s forfeitable share plan, and all matters regarding the composition of the board, including finding and nominating candidates to fill vacancies.
Social, Ethics and Transformation (meets bi-annually)
Members are SJ Vilakazi (chair), MJ Campbell, EC de Villiers, KM Ellerine, GD Harlow, IJ Hindley, Y Mahomed, and BM Levy (with alternate DA Suntup). The human resources and transformation manager is a mandatory attendee of these meetings.
Principal activities relate to monitoring progress and compliance with legislation about equality, black economic empowerment, good corporate citizenship, the environment, health, public safety, and consumer/labour relations; and also reviewing ethical business conduct, including any activity on the ethics hotline.
Investment (meets ad hoc, minimum bi-annually)
Members are GD Harlow (chair), EC de Villiers, KM Ellerine, DR Hilewitz (consultant), BM Levy, MS Levy, JS Mthimunye and DA Suntup.
Principal activities relate to the review acquisitions, investments and disposals within defined delegations of authority, and to annually review the performance of all investments and acquisitions made.