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Governance framework

Shareholder via AGM
BOARD OF DIRECTORS
Executive Committee
Subsidiary Board
BOARD OF DIRECTORS
Audit, Risk and Compliance Committee
External audit
Internal Risk and Compliance Committee
Internal audit
BOARD OF DIRECTORS
Remuneration and Nomination Committee
Investment 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.

At the Blue Label Telecoms Group Limited, we are fully committed to King III, the South African code of governance. We continually develop and refine our policies, practices and procedures in line with an integrated governance, risk and compliance framework. This aligns with JSE Listings Requirements.
Our board has a unitary structure comprising ten directors: six of these are independent non-executive directors, while one is non-executive, and three are executive directors. The board defines levels of authority, reserving some specific powers while delegating others to senior management. In line with King III, there is a clear separation between the role of the independent non-executive chair, Larry Nestadt; and Brett and Mark Levy, the joint chief executives. See more information.

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
Dean Suntup
.
The board of directors is accountable for the development and execution of our strategy, for our operating performance and for our financial results. Its primary responsibilities are to determine the purpose and values of our group, provide strategic direction, appoint the chief executive, identify key risk areas and key performance indicators, monitor performance against agreed objectives, decide on significant financial matters and to review the performance of the executive directors against defined objectives. A range of non-financial information is provided to the board to enable it to consider qualitative performance factors that involve broader stakeholder interests.

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.
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.
One-third of our board directors retire by rotation every three years in terms of the Memorandum of Incorporation. If eligible, available, and recommended for re-election by the Remuneration and Nomination Committee, their names are submitted for re-election at the AGM. Currently, BM Levy, JS Mthimunye and LN Nesstadt will be retiring at the forthcoming AGM and, being eligible, have made themselves available for re-election.

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
  • dynamics
  • risk management
  • succession planning
  • ethical leadership
  • corporate citizenship
Based on the consolidated feedback from the assessment, the board is satisfied with the overall performance and effectiveness of the board, its members and the committees. No major areas of concern were identified.
Our company secretary is Janine van Eden. She operates in accordance with the South African Companies Act and related legislation, implements governance practices and procedures. It is her role to provide our board and individual directors with guidance in discharging their responsibilities in the best interests of the company. She also ensures that our board complies with applicable statutes, regulations, and internal policies and procedures; and in this she reports directly to the Audit, Risk and Compliance Committee.

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.
Without abdicating its own responsibilities, our board has delegated certain functions to its committees. These committees operate under written terms of reference approved by the board. Board committees are free to take independent professional advice as and when necessary, and a formal policy is in place for this. 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 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.

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Governance
  Ethics statement  Ethics Policy  Social practices  Human capital  Safety & health  Environmental practices

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