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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

45

KING III

SUMMARY

SUMMARY OF THE APPLICATION OF KING III PRINCIPLES

It is the responsibility of the Board to ensure the application of the principles contained in the King III Code, without

diluting the Group’s focus on sustainable performance. Blue Label’s approach and application of King III is explained

in the table below, which also summarises chapter 2 of the principles of King III. The complete register is available

on the website at

www.bluelabeltelecoms.co.za

.

Chapter and principle

Comments on application

Chapter 2 – Board and directors

The Board should act as the focal point for

and custodian of corporate governance

The Board Charter sets out the Board’s role, powers and

responsibilities both in terms of the latest governance

developments as well as the requirements for its

composition, meeting procedures and work plan. The

Board Charter has been reviewed to ensure alignment to

governance requirements.

The Board should appreciate that strategy,

risk, performance and sustainability are

inseparable

The Board is active in forming the strategy of the Group,

ensuring appropriate alignment with the purpose and

mandate of the Group. The Board appreciates that

strategy, risk, performance and sustainability are

inseparable.

The Board and its directors should act in

the best interests of the Company

The Board Charter requires the directors to act in the best

interest of the Company by ensuring that individual

directors:

➔

➔

adhere to the standard of directors’ conduct as set out

in the Companies Act;

➔

➔

recognise that his/her primary fiduciary duty is towards

the Company as an entity and to exercise such with the

best interests of the Company at heart;

➔

➔

are permitted to take independent advice necessary to

carry out their duties following an agreed procedure;

➔

➔

disclose real or perceived conflicts to the Board and

deal with them accordingly; and

➔

➔

deal in securities only in accordance with the policy

adopted by the Board.