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BLUE LABEL INTEGRATED ANNUAL REPORT 2015
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 20.
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. Both guideline
and framework were updated in August 2015.
The Board should comprise a
balance of power, with a majority
of non-executive directors. The
majority of non-executive directors
should be independent
Presently, the Board comprises:
•
•
four Executive Directors;
•
•
one Non-Executive Director; and
•
•
five Independent Non-Executive Directors:
– NN Lazarus SC resigned 27 January 2015.
– Y Mahomed appointed 18 August 2015.
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,
JSE Listings Requirements and the Company’s MoI.
KING III SUMMARY
CONTINUED