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46

BLUE LABEL INTEGRATED ANNUAL REPORT 2014

AIRTIME

KING III

SUMMARY

CONTINUED

Chapter and principle

Comments on application

The Board should consider business

rescue proceedings or other turnaround

mechanisms as soon as the Company is

financially distressed as defined in the Act

No business rescue proceedings were required.

The Board should elect a Chairman

of the Board who is an independent

non-executive director. The CEO of the

Company should not also fulfil the role

of Chairman of the Board

The Chairman of the Board is an experienced independent

non-executive director elected by the Board. See

Chairman’s curriculum vitae on page 21.

The Board should appoint the Chief

Executive Officer and establish a

framework for the delegation of authority

The Board approved the role of joint Chief Executive

Officers and has formalised the role and function of the

joint Chief Executive Officers including the adoption of

a Governance Guideline and Delegation of Authority

framework.

The Board should comprise a balance of

power, with a majority of non-executive

directors. The majority of non-executive

directors should be independent

The Board comprises:

➔

four executive directors;

➔

two non-executive directors; and

➔

four independent non-executive directors.

Directors should be appointed through

a formal process

The RNC is a committee of the Board and assists in

identifying and selecting suitable members who will meet

the Board’s requirements in terms of knowledge, skills and

resources. All appointments are made in compliance with

the Companies Act, Listings Requirements and the

Company’s MOI.