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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
41
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
Board appointments, which are subject to
confirmation by the shareholders at the Annual
General Meeting. Prior to appointment, potential
Board appointees are subject to a fit and proper test,
as per the JSE Listings Requirements.
Induction of a new director is tailored based on
the knowledge and experience of the director in
a listed environment. Focus is placed on providing
information on the Board structure, business
operations and Group strategy. Ongoing training
and development of directors involve ad hoc
presentations to the Board by professional advisers
and senior management to ensure the Board is
kept abreast with governance, regulatory and
operational developments.
During the 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.
Company Secretary
The Company Secretary’s roles and responsibilities are
set out in the Act. According to the Act the Company
Secretary has duties towards the Board, the Group
and shareholders.
All directors have full access to all Group information,
property and records, and the services and advice of
the Group Company Secretary or, where appropriate,
to the services of independent professionals and
advisers. The Company Secretary is neither a director
of the Board nor a director of the Blue Label Group’s
operations and therefore maintains an arm’s-length
relationship with the Board and its directors.
Board duties include ensuring that the Blue Label
Board complies with procedures and regulations of
a statutory nature, such as changes in legislation or
practices that might affect Board members in their
capacity as directors.
All meetings of shareholders, directors and Board
committees are properly recorded and distributed.
The Company Secretary also ensures that all Board
and committee charters are kept current, and assists
in the evaluation of the Board, directors and
committees. The Company Secretary offers advice to
directors on business ethics and good governance.
She also plays a role in ensuring that the Board’s
policies and instructions are communicated to
relevant persons in the Group and that pertinent
issues from management are referred back to the
Board where appropriate.
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. All parties were satisfied with the quality
of support received as well as the competency and
experience of the Company Secretary .
GOVERNANCE
FRAMEWORK
CONTINUED