Blue Label Telecoms Integrated Annual Report 2014

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BUSINESS MODEL
AND STRATEGIC
OBJECTIVES
LEADERSHIP GOVERNANCE
SHAREHOLDERS’
INFORMATION AND
ADMINISTRATION
OPERATING
PERFORMANCE
FINANCIAL
PERFORMANCE
BLUE LABEL INTEGRATED ANNUAL REPORT 2014 39
GOVERNANCE
FRAMEWORK CONTINUED
APPLICATION OF KING III
Blue Label is committed to King III and continues to
develop its governance policies, practices and
procedures, in line with an integrated governance, risk
and compliance framework. The Board is responsible
for ensuring the principles contained in King III are
applied. The JSE Listings Requirements further stipulate
compulsory adherence to certain specific requirements
of King III. A summarised table of Blue Label’s
application of King III is available on the Company’s
website at .
BOARD OF DIRECTORS
Board composition
Blue Label has a unitary Board structure, comprising
10 directors. Four are independent non-executive
directors, while two are non-executive and four are
executive directors. A short curriculum vitae of each
of the directors appear on pages 21 to 25 of the
integrated annual report.
The Board has an appropriate balance of independent
directors and non-executive directors. In line with
King III, the roles of the Chairman and the Chief
Executives are separate. The Board is led by Larry
Nestadt, an Independent Non-Executive Chairman.
The Joint Chief Executives are Brett Levy and
Mark Levy.
The Chairman’s role includes setting the ethical tone
for the Board and in 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 ensures
appropriate communication with shareholders and
facilitates constructive relations between the
executive and non-executive directors.
The Joint Chief Executives’ principal role is to provide
leadership to the executive team in running the
Group’s businesses. The Board defines the Group’s
levels of authority, reserving specific powers for the
Board, while delegating others to senior
management. The collective responsibility of
management vests in the Joint Chief Executives who
regularly reports to the Board on the Group’s
objectives and strategy.
The Group 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 role of the Board and Board procedures
The Board directs the Group towards and facilitates
the achievement of Blue Label’s strategy and
operational objectives. It is accountable for the
development and execution of the Group’s strategy,
operating performance and financial results. Its
primary responsibilities include: determining the
Group’s purpose and values, providing strategic
direction to the Group, appointing the Joint Chief
Executives, identifying key risk areas, key performance
indicators of Blue Label’s businesses, monitoring the
performance of the Group against agreed objectives,
deciding on significant financial matters and
reviewing the performance of executive management
against defined objectives. 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 the operations.
Additional Board meetings, apart from those planned,
are convened as circumstances dictate.