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BLUE LABEL INTEGRATED ANNUAL REPORT 2014
AIRTIME
The Board has unrestricted access to all Group
information, records, documents and resources to
enable it to properly discharge its responsibilities.
Management is tasked with ensuring that Board
members are provided with all relevant information
and facts to enable the Board to reach objective and
informed decisions.
Board meetings are scheduled well in advance and
Board documentation is provided timeously. The
Board agenda and meeting structure assist the Board
in focusing on corporate governance, its legal and
fiduciary duties, Group strategy and performance
monitoring, thus ensuring that the Board’s time and
energy is appropriately applied. Directors are kept
informed of key developments affecting the Group
between Board meetings. Non-executive directors
have access to management and may meet separately
with management without the attendance of
executive directors.
The Board acts in the best interests of the Group by
ensuring that individual directors:
➔
adhere to the legal standards of conduct set out
in the Act;
➔
are permitted to take independent professional
advice in connection with discharging their duties
following an agreed procedure;
➔
disclose real and perceived conflicts to the Board
annually and prior to each Board meeting; and
➔
deal in securities only in accordance with the
Dealings in Securities Policy adopted by the Board.
The Board is kept appraised of the Group’s going-
concern status and monitors the solvency and liquidity
of the Company and Group on a regular basis.
Board Charter
The Board has adopted a written charter to assist it in
conducting its business in accordance with the principles
of good corporate governance and legislation.
The purpose of the Board Charter is to ensure that
each director is aware of the powers, duties and
responsibilities when acting on behalf of the
Company. The Board Charter is subject to the
provisions of the Act, JSE Listings Requirements, the
Company’s Memorandum of Incorporation, and all
other applicable legislation. The salient features of
the Board Charter are:
➔
role and function of the Board;
➔
detailed responsibilities;
➔
discharge of duties;
➔
Board composition; and
➔
establishment of committees.
Board appointments
A 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 Remuneration
and Nomination Committee, their names are
submitted for re-election at the Annual General
Meeting, accompanied by a short curriculum vitae set
out in the integrated annual report. Shareholders
approve the initial appointment of each new director
at the first annual general meeting of shareholders
following that director’s appointment. In this regard
Messrs, BM Levy, MS Levy and MV Pamensky will be
retiring at the forthcoming Annual General Meeting
and, being eligible, have made themselves available
for re-election. A brief curriculum vitae of each
director appears on pages 21 and 22.
GOVERNANCE
FRAMEWORK
CONTINUED