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.
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 (MOI) 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 Charter as well as the terms of reference and work plans of the Board subcommittees are aligned with the requirements of King IV.
The Board has concluded that it has collectively satisfied and fulfilled its responsibilities in accordance with the charter.
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 and 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 the Board. Each subsidiary company has its own board of directors and its strategy, business plan and performance criteria are clearly defined. Subsidiary boards comprise Executive and Non-executive Directors, some of whom are Executive and Non-executive Directors of Blue Label.
A Delegation of Authority Framework has been developed and implemented across all Group companies. The Board is satisfied that the Delegation of Authority Framework contributes to role clarity and the effective exercise of authority and responsibilities.
Following the acquisition of Cell C, the Blue Label Board has been actively monitoring and advising on the alignment of governance structures and processes at Cell C with those of the Company.
Blue Label has a unitary Board structure comprising 10 Directors; six are Independent Non-executive Directors, while one is a Non-executive Director; and three are Executive Directors. A biography of each Director appears on Board of Directors.
The Board has a majority of Non-executive Directors. This is incorporated into our Board Charter, which promotes power and authority at Board of Director 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 joint CEOs are separate. The Board is led by Larry Nestadt, an Independent Non-executive Chairman. The joint CEOs 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 CEOs' principal roles are 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 CEOs who regularly report to the Board on the Group's progress in delivering its objectives and strategy.
The Group's Financial Director is Dean Suntup. The Audit, Risk and Compliance Committee is satisfied that he has the appropriate expertise and experience for this position.
The Group has implemented a holistic succession planning process at Board, top level management and subsidiary management levels. The succession plans are reviewed and approved by the appropriate bodies annually and documented accordingly.
Furthermore, the business continuity plan for the Group has been drafted such that it incorporates the subsidiary succession plans. The Group has influential joint CEOs who co-founded the business, both of whom have a vested interest in the long-term future of the Group. However, in unforeseen circumstances, the Group has robust succession planning in place for both CEOs.
Blue Label Group recognises the value of diversity and is committed to promoting gender and race equality in the Group. Our Board continues to uphold its policy on the Promotion of Gender and Race Equality in the Blue Label Telecoms Group. This policy is available at www.bluelabeltelecoms.co.za. Our talent management processes, together with our policy, will enable us to improve diversity within the Group.
On an ongoing basis, the Board considers its structure, its gender, race and size composition, as well as the relationship between Executive and Non-executive Directors. It is committed to making sustainable progress towards ensuring that the Board has the necessary depth having regard to the strategic direction of the Group. The Board has a policy focusing on the promotion of broader diversity at Board level, specifically addressing the promotion of the diversity attributes of gender, race, culture, age, field of knowledge, skills and experience. No specific targets have been set in relation to the Board diversity policy, however, we have partnered with subject matter experts to do a gap analysis on our ESG compliance, including diversity, and will compile a three-year plan with measurable action points.
The Board is actively pursuing the appointment of additional Independent Non-executive Directors to further enhance independence and diversity of skills, race and gender at Board level. The Remuneration and Nomination Committee (RNC) annually debates the independence of its Independent Non-executive Directors who have served on the Board for a period of nine years or more. Laurence Nestadt, Gary Harlow, Joe Mthimunye, Kevin Ellerine and Jerry Vilakazi have been assessed in this regard. The Committee has found them suitably independent, with continuing strong contributions, considering their experience within the Group and sector, and they are considered to continue operating independently and objectively and have no conflicts of interest.
Mr Jerry Vilakazi was due to rotate off the Audit, Risk and Compliance Committee in 2022, however, the Board took the decision that he should continue in his role on the Committee until the completion of the Cell C recapitalisation process in order to provide appropriate continuity and oversight over this important process.
The Board wishes to assure all stakeholders that the tenure and independence of Non-executive Directors is vigorously debated and tested and that all Board meetings are robust in terms of their deliberation.
Given the complexity of the industry within which Blue Label operates and the complexity of Blue Label itself, the Board believes that long-term knowledge and understanding of the issues surrounding the business are invaluable. The RNC is managing the succession plan at Board level to ensure that a pipeline of new Independent Non-executive Directors is established and that the succession plan will be seamless and maintain a mixture of new appointees with experienced Directors.
One-third of the Directors retire by rotation every three years in terms of the MOI. If eligible, available and recommended for re-election by the RNC, their names are submitted for re-election at the AGM. In this regard, KM Ellerine, LM Nestadt and MS Levy will be retiring at the forthcoming AGM and, being eligible, have made themselves available for re-election. A brief biography of each Director appears on Board of Directors.
The RNC 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 new Board appointments, which are subject to approval by shareholders at the first AGM following that Director's appointment. Prior to appointment, candidates are required to complete a fit and proper test, as per the JSE Listings Requirements.
A policy requiring Directors to observe a "cooling-off" period before accepting appointments to other Boards, which may present a conflict of interest, has been included in the Board Charter.
The Board Charter provides for assessment of the Board and its committees every other year. During the prior year an internal self-assessment of the composition and effectiveness of the Board, its subcommittees and individual Directors was performed. The overall results reflected that the Board, its subcommittees and individual Directors were performing effectively and above satisfactorily in the categories surveyed. The improved diversity of the Board and progress on succession planning of Non-executive Directors was acknowledged and a number of continuous improvement areas were noted including continued scrutiny and objective oversight of conflict-of-interest positions, that can arise in related party transactions. The Board has carefully considered the outcomes of the self-assessment and agreed on actions that will be tracked to implementation. The Board is satisfied that the evaluation process improves performance and effectiveness of the Board as a whole.
Evaluations of individual Executive Director's performance take place annually, once during remuneration increase and performance bonus award periods and, as applicable, prior to the AGM regarding the re-election of Directors. Refer to the remuneration section for the performance evaluation of the CEOs and the CFO against agreed-upon performance measures and targets.
Induction of a new Director is tailored according to the knowledge and experience of the Director in a listed company 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 of governance, regulatory, financial and operational developments.
Our Board remains satisfied with the competency and experience of our Group Company Secretary, Janine van Eden (BProc, LLB, Conveyancing). 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. She maintains an arm's length relationship with the Board, providing guidance to Board members on execution of their duties and keeps up to date on the latest developments in corporate governance and regulation. All Directors have full access to the services and advice of the Group Company Secretary in all aspects of the Board's mandate and operations of the Group; the Board is satisfied that these arrangements are effective.
The Board has delegated certain functions to well-structured committees, without abdicating its own responsibilities and accountability. Board Committees operate under written terms of reference approved by the Board.
Board Committees are free to take independent professional advice as and when deemed necessary, for which a formal policy is in place. The Group Company Secretary provides secretarial services for the Committees.
There is transparency and full disclosure from Board Committees to the Board. The minutes of Committees are submitted to the Board for noting and discussion. In addition, Directors have full access to all Board Committee documentation and Committee Chairpersons provide the Board with verbal reports on recent meetings.
The Board is of the opinion that all Board Committees have effectively discharged their responsibilities, as contained in their respective terms of reference.
Blue Label Group is in the process of developing an ESG and sustainability reporting and oversight framework that will assist the Board in exercising oversight of sustainability-related impacts, risks and opportunities as well as the process for integrating sustainability issues into the strategy development and overall governance processes of the Group. This will include designating the Board Committees responsible for oversight, the skills and competencies required, the processes and structures required as well as reporting and disclosure practices needed to effectively manage the sustainability-related issues of the Group on an ongoing basis.
We remain committed to engaging with, and learning from, all our stakeholders. But, as always, we continue to emphasise the transitioning to a healthy ESG standard.
Our Board subcommittees are structured and attendance at meetings during FY2022 is presented as follows:
Attendance at meetings
| Board | Special Board |
Audit, Risk and Compliance |
Special Audit, Risk and Compliance |
Remuneration and Nomination |
Social, Ethics and Transformation |
Investment | |
|---|---|---|---|---|---|---|---|
| Total number of meetings held during the year | 4 | 12 | 4 | 1 | 3 | 3 | 2 |
| Actual attendance/possible maximum attendance of meetings | |||||||
| LM Nestadt | 4/4 | 12/12 | — | — | 3/3 | — | — |
| KM Ellerine | 4/4 | 12/12 | — | — | — | 3/3 | 2/2 |
| GD Harlow | 4/4 | 12/12 | 4/4 | 1/1 | 3/3 | 3/3 | 2/2 |
| BM Levy | 4/4 | 12/12 | 4/4* | 0/1* | 3/3* | 3/3 | 2/2 |
| MS Levy | 4/4 | 12/12 | 3/4* | 0/1* | 2/3* | — | 2/2 |
| N Mnxasana | 4/4 | 9/12 | 4/4 | 1/1 | — | — | — |
| JS Mthimunye | 4/4 | 11/12 | 4/4 | 1/1 | 3/3 | — | 2/2 |
| SJ Vilakazi | 4/4 | 10/12 | 4/4 | 1/1 | 2/2** | 3/3 | — |
| DA Suntup | 4/4 | 12/12 | 4/4* | 1/1* | 3/3* | —^ | 2/2 |
| DR Hilewitz | — | — | — | — | — | — | 2/2 |
| PL Zim | 4/4 | 8/12 | — | — | 2/2** | — | — |
* Attendee by invitation.
** Appointed 11 June 2021.
^ Alternate to BM Levy.
The Board remains accountable for all matters where it has delegated responsibility to its subcommittees. The committees, their members and principal functions and focus areas are set out below:
| Members |
| MS Levy (Chair) |
| G Levin |
| BM Levy |
| J Newman |
| M Nyawane |
| D Rama |
| S Ramdhani |
| A Roberts |
| M Shaik |
| D Simba |
| DA Suntup |
The Executive Committee was reconstituted in the current year.
The Group Executive Committee is augmented beyond the Executive Directors, by the inclusion of operational and functional management to provide a forum for the dissemination of strategies and policies to operating subsidiary levels and to provide oversight and feedback from operations on strategic matters in a combined forum. Group-wide strategic and policy decisions are typically formulated by the Executive Directors and approved by the Board. The Committee will move from a monthly to a quarterly meeting format, in line with its primary function of acting as an oversight forum and reporting structure between the Board, Executive Directors and subsidiary management.
Certain Group Executive Committee members are represented on boards of operating subsidiaries and act as liaisons with operating subsidiary CEOs and/or management.
The Executive Committee has concluded that it has fulfilled its responsibilities in accordance with its terms of reference.
2023 focus areas
Key focus areas of the Executive Committee during FY2023 shall include:
| Members and attendees | Number of meetings |
Meeting attendance (%) |
| JS Mthimunye (Chair) | 4/4 | 100 |
| GD Harlow | 4/4 | 100 |
| N Mnxasana | 4/4 | 100 |
| SJ Vilakazi | 4/4 | 100 |
| BM Levy* | 4/4 | 100 |
| MS Levy* | 3/4 | 75 |
| DA Suntup* | 4/4 | 100 |
* Attendee by invitation.
Provides governance over internal controls, compliance, performance of internal and external audit, appropriateness of accounting and adequacy of external reporting.
The Audit, Risk and Compliance Committee concluded that it has fulfilled its responsibilities in accordance with its terms of reference.
Refer to governance of risk, technology and information governance, combined assurance and to the Audit, Risk and Compliance Committee report for further details.
2023 focus areas
Key focus areas of the Audit Risk and Compliance Committee during FY2023 shall include:
| Members and attendees | Number of meetings |
Meeting attendance (%) |
| GD Harlow (Chair of Remuneration Committee) | 3/3 | 100 |
| LM Nestadt (Chair of Nomination Committee) | 3/3 | 100 |
| JS Mthimunye | 3/3 | 100 |
| SJ Vilakazi** | 2/2 | 100 |
| L Zim** | 2/2 | 100 |
| BM Levy* | 3/3 | 100 |
| MS Levy* | 2/3 | 67 |
| DA Suntup* | 3/3 | 100 |
* Attendee by invitation.
** Appointed 11 June 2021.
Ensure competitive remuneration and incentive policies aligned with strategy to drive performance and value creation that attract and retain the right talent. Review design and targets of incentive schemes and remuneration packages; Executive and Non-executive Director appointments and succession planning; annual evaluation of independence of Non-executive Directors and composition of the Board and its Committees.
The RNC concluded that it has fulfilled its responsibilities in accordance with its terms of reference.
The RNC continues to ensure that total rewards are set at levels that are competitive and drive performance in the short and long term, ensuring alignment with shareholder interests and at the same time promoting an ethical culture and responsible corporate citizenship.
2023 focus areas
Key focus areas of the Remuneration and Nomination Committee during FY2023 shall include:
| Members and attendees | Number of meetings |
Meeting attendance (%) |
| SJ Vilakazi (Chair) | 3/3 | 100 |
| KM Ellerine | 3/3 | 100 |
| GD Harlow | 3/3 | 100 |
| BM Levy (DA Suntup alternate to BM Levy) | 3/3 | 100 |
Monitor the Group's activities and compliance with legislation relating to equality, black economic empowerment, good corporate citizenship, the environment, health, public safety, and consumer and labour relations, as well as advise the Board where necessary and appropriate. Review ethical business conduct, including any activity on the ethics hotline.
The Social, Ethics and Transformation Committee concluded that it has fulfilled its responsibilities in accordance with its terms of reference.
Refer to the human capital report , the Social, Ethics and Transformation Committee report, the effective and ethical leadership report and stakeholder relations sections for further details.
2023 focus areas
Key focus areas of the Social, Ethics and Transformation Committee during FY2023 shall include:
| Members and attendees | Number of meetings |
Meeting attendance (%) |
| GD Harlow (Chair) | 2/2 | 100 |
| KM Ellerine | 2/2 | 100 |
| DR Hilewitz | 2/2 | 100 |
| BM Levy | 2/2 | 100 |
| MS Levy | 2/2 | 100 |
| JS Mthimunye | 2/2 | 100 |
| DA Suntup | 2/2 | 100 |
The Investment Committee concluded that it has fulfilled its responsibilities in accordance with its terms of reference.
2023 focus areas
In the 2022 financial year the Investment Committee focused on:
