39 / 220
Board of Directors
The Board directs the Group towards
and facilitates the achievement of
the Group’s strategy and operational
objectives. It is accountable for
the development and execution
of the Group’s strategy, operating
performance and financial results.
Its primary responsibilities include:
determining the Group’s purpose and
values, providing strategic direction to
the Group, appointing the Joint Chief
Executive Officers, identifying key risk
areas and key performance indicators
of the Group’s businesses, monitoring
the performance of the Group
against agreed objectives, deciding
on significant financial matters,
approving policies and reviewing the
performance of the Executive Directors
against defined objectives. A range
of non-financial information is also
provided to the Board to enable it
to consider qualitative performance
factors that involve broader
stakeholder interests.
The Board, which meets at least
quarterly, retains full and effective
control over all the operations.
Additional ad hoc Board meetings
are convened as circumstances require.
Board Charter
Our Board Charter assists our Board
in conducting its business according
to legislative requirements and the
principles of good corporate
governance. It ensures that each
director is aware of his or her powers,
duties and responsibilities when acting
on behalf of the Blue Label Telecoms
Group. The Board Charter is subject to
the provisions of the Companies Act,
JSE Listings Requirements, our
Memorandum of Incorporation, and
all other applicable legislation. The
Board Charter covers the role and
function of the Board; its detailed
responsibilities; how it discharges its
duties; the Board composition; and the
establishment of Board Committees.
The Board has concluded that it has
collectively satisfied and fulfilled its
responsibilities in accordance with
the charter.
Governance framework
The Board regards governance as
a fundamental essential for the
success of the Group’s business. It is
committed to applying the principles
of good governance in directing and
managing the Group in order to
achieve its strategic objectives. The
Board is the focal point for and
custodian of the Group’s governance
framework, and is supported by its
committee structures, management,
shareholders and other stakeholders
of the Company. The Board is
ultimately accountable for the
performance and affairs of the
Company.
The governance framework facilitates
a balance between the Board’s role of
providing direction and oversight with
accountability to support acceptable
risk parameters, consistent compliance
with regulations, standards and codes
relevant to the Group. At the same
time the Board encourages
entrepreneurship and innovation,
which are recognised as key drivers
of Group performance. At the
operations, governance processes
are aligned with the governance
framework established by Blue Label.
Each subsidiary company has its own
board of directors and its strategy,
business plan and performance criteria
are clearly defined. The strategy and
business plan of each subsidiary are
presented to the Blue Label Board by
the subsidiary’s board each year.
Subsidiary boards comprise Executive
and Non-Executive Directors, some
of whom are Executive and Non-
Executive Directors of Blue Label.
Board composition
Blue Label has a unitary Board
structure comprising nine Directors.
Five are Independent Non-Executive
Directors, while one is Non-Executive
and three are Executive Directors.
A biography of each Director appears
on pages 16 and 17 of the integrated
annual report.
The Board has a balance of
independent directors and non-
executive directors. This is
incorporated into our Board Charter,
which promotes a clear balance of
power and authority at board of
directors’ level, to ensure that no one
director has unfettered powers of
decision-making. In line with King IV,
the roles of the Chairman and the
Chief Executives are separate. The
Board is led by Larry Nestadt, an
independent non-executive Chairman.
The Joint Chief Executives are Brett
Levy and Mark Levy.
The Chairman’s role includes setting
the ethical tone for the Board and
ensuring that the Board remains
efficient, focused and operates as a
unit. The Chairman provides overall
leadership to the Board, without
limiting the principle of collective
responsibility for Board decisions.
He also facilitates appropriate
communication with shareholders and
enables constructive relations between
the Executive and Non-Executive
Directors.
The Joint Chief Executives’ principal
role is to provide leadership to the
executive team in running the Group’s
businesses. The Board defines the
Group’s levels of authority, reserving
specific powers for the Board, while
delegating others to Senior
Management. The collective
responsibility of management vests
with the Joint Chief Executives who
regularly report to the Board on the
Group’s progress in delivering its
objectives and strategy.
Board composition, structure and report back
BLUE LABEL
INTEGRATED ANNUAL REPORT 2017
37
/