The Board directs and facilitates Blu Label toward achieving of its strategy and operational objectives. It is accountable for the development and execution of Blu Label’s strategy, operating performance and financial results. Its primary responsibilities include:
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, meets quarterly and retains complete and effective control over all Blu Label operations. Additional ad hoc Board meetings are convened as circumstances require.
The Board Charter assists the Board in conducting its business according to legislative requirements and the principles of good corporate governance.
It ensures that each Director is aware of their powers, duties and responsibilities when acting on behalf of Blu Label. The Board Charter is subject to the provisions of the Companies Act, JSE Listings Requirements, the 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 is reviewing the terms of references for Board Committees and workplans as it continues integrating sustainability and the Companies Act changes as promulgated in December 2024 into Blu Label’s governance practices and structures.
The Board has concluded that it has collectively satisfied and fulfilled its responsibilities per the Board Charter.
The Board regards governance as fundamental to the success of Blu Label’s business.
It is committed to applying the principles of good governance in directing and managing Blu Label to achieve its strategic objectives. The Board is the focal point for and custodian of Blu Label’s governance framework and is supported by its Committee structures, management, shareholders and other stakeholders. The Board is ultimately accountable for the performance and affairs of Blu Label.
The governance framework facilitates balances 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 Blu Label. At the same time, the Board encourages entrepreneurship and innovation, which are recognised as key drivers of Blu Label’s performance.
All operations and governance processes are aligned with the governance framework established by the Board. Each subsidiary company has its own Board of Directors, with a clearly defined strategy, business plan and performance criteria. Subsidiary boards comprise Executive and Non-Executive Directors, some of whom are Executive and Non-Executive Directors of Blu Label.
A Delegation of Authority Framework has been developed and implemented across all Blu Label companies. The Board is satisfied that the Delegation of Authority Framework contributes to role clarity and effectively exercising authority and responsibilities.
Blu Label has a unitary Board structure comprising eight Directors, with the majority being Independent Non-Executive Directors. This is incorporated into our Board Charter, which promotes power and authority at Board of Directors level, to ensure that no single Director has unfettered decision-making powers. A biography of each Director appears on Board of directors.
In line with King IV, the roles of the Chairman and the joint CEOs are separate. Larry Nestadt, an Independent Non-Executive Chairman, leads the Board. 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 facilitates appropriate shareholder communication and enables constructive relations between the Executive and Non-Executive Directors.
The joint CEOs’ principal roles are to provide leadership to the executive teams that run Blu Label’s businesses. The Board defines Blu Label’s levels of authority, reserving specific powers for the Board while delegating others to senior management. The collective responsibility of management is vested with the joint CEOs, who regularly report to the Board on Blu Label’s progress in delivering its objectives and strategy.
Blu Label’s Financial Director is Dean Suntup. The ARCC is satisfied that he has the appropriate expertise and experience for this position.
Blu Label has implemented a holistic succession planning process at Board, top-level management and subsidiary management levels. These succession plans are reviewed and approved by the appropriate bodies annually and documented accordingly.
Furthermore, the business continuity plan for Blu Label has been drafted to incorporate its subsidiary succession plans. Blu Label’s influential joint CEOs co-founded the business and both have vested interests in the long-term future of Blu Label.
However, in unforeseen circumstances, Blu Label has robust succession planning in place for both CEOs.
Blu Label recognises the value of diversity, and our Board, in turn, is committed to promoting gender and race equality.
This policy is available online at our website: www.bluelabeltelecoms.co.za. Our talent management processes, and policy, will enable us to improve diversity within Blu Label.
On an ongoing basis, the Board considers its structure. It is satisfied with the composition mix of the governing body; including its gender, race and size 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 to steer the strategic direction of Blu Label. The Board has a policy that promotes broader diversity at Board level, explicitly addressing the promotion of the diversity attributes of gender, race, culture, age, field of knowledge, skills and experience. No specific targets have been set concerning the Board’s diversity policy.
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 autonomy of its Independent Non-Executive Directors who have served on the Board for a period of nine years or more. Larry Nestadt, Joe Mthimunye and Jerry Vilakazi have been assessed in this regard. The Committee has found them suitably independent, with continuing strong contributions, considering their experience within Blu Label and the sector. They are supposed to operate, objectively, and objectively and without conflicts of interest.
The Board wishes to assure all stakeholders that the tenure and independence of Non-Executive Directors are vigorously debated and tested and that all Board meetings are robust in terms of their deliberation.
Given the complexity of the industry within which Blu Label operates and the complexity of Blu Label itself, the Board believes that long-term knowledge and understanding of the issues surrounding the business are invaluable. The RNC manages 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 that a mixture of new appointees with experienced Directors will be maintained.
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 Annual General Meeting (AGM). In this regard, Messrs LM Nestadt, LE Mthimunye and NP Mnxasana will be retiring at the forthcoming AGM and, being eligible, Messrs LM Nestadt, LE Mthimunye and NP Mnxasana have made themselves available for re-election. A biography of each Director appears on Board of directors.
JS Mthimunye resigned from the Board of Directors of Blu Label effective 29 August 2025. As such he is no longer the Chairman of the ARCC, or a member of the RNC and the Investment Committee. The Nomination Committee recommended LE Mthimunye to assume the role of Independent Non-Executive Chairman of the ARCC and she accepted the role on 26 August 2025.
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. Before an appointment, candidates must complete an induction process, as per the JSE Listings Requirements.
The Board Charter has included a policy requiring Directors to observe a “cooling-off” period before accepting appointments to other boards that may present conflicts of interest.
The Board Charter provides for an assessment and an evaluation of the Board and its Committees every other year.
During April 2025, an independent Board evaluation was conducted by an external third party, to evaluate the performance and effectiveness of the Board and the Board Committees of Blu Label. This included the evaluation of individual members of the Company Board, various Committees, and key individuals (Chairman, CEO, Finance Director and Company Secretary). The evaluation aimed to determine the current strengths and weaknesses within the Board structure and governance processes, focusing on improving overall performance.
The overall evaluation indicated that the Board is operating effectively, while also noting areas of improvement which have been identified with recommendations provided to Blu Label.
The independence of the Non-Executive Directors over nine years was also evaluated as part of the independent Non-Executive Directors’ evaluation.
Each Executive Director’s performance is evaluated annually during the remuneration increase and performance bonus award periods. Refer to the remuneration section for the performance evaluation of the CEOs and the Financial Director against agreed-upon performance measures and targets.
The induction of each new Director is tailored according to the specific knowledge and experience they bring to the Board. The focus is on providing information on the board structure, business operations and Blu Label strategy. Ongoing training and development of Directors involves ad hoc presentations to the Board by professional advisors and senior management to ensure the Board is kept abreast of governance, regulatory, financial and operational developments.
The Board remains satisfied with the competency and experience of the Group Company Secretary, Janine van Eden (BProc, LLB, Conveyancing). The performance appraisal of the Company Secretary for the year under review considered the quality of support received and advice provided to the Board. She maintains an arm’s length relationship with the Board, providing guidance to Board members on the execution of their duties and keeping 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 Blu Label. The Board is satisfied that these arrangements are adequate
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 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 the Committees are submitted to the Board for noting and discussion. In addition, Directors have full access to all Board Committee documentation, with Committee Chairpersons verbally briefing the Board on their Committee meetings.
The Board thinks that all Board Committees have effectively discharged their responsibilities, as contained in their respective terms of reference.
Attendance at meetings
| Board (including additional Board meetings scheduled) | Independent Director Committee** | Audit, Risk and Compliance |
Remuneration and Nomination |
Social, Ethics and Transformation |
Investment | ||
| Total number of meetings held during the year | 8* | 13 | 4 | 2 | 3 | 1 | |
| Actual attendance/possible maximum attendance of meetings | |||||||
| LM Nestadt | 8/8 | — | — | 2/2 | — | — | |
| BM Levy | 7/7 | — | 4/4*** | 2/2*** | 1/2 | 1/1 | |
| MS Levy | 7/7 | — | 4/4*** | 2/2*** | — | 1/1 | |
| NP Mnxasana | 7/8 | 10/13 | 4/4 | — | — | — | |
| JS Mthimunye# | 8/8 | — | 4/4 | 2/2 | — | 1/1 | |
| SJ Vilakazi | 7/7 | 13/13 | 3/4 | 2/2 | 3/3 | — | |
| DA Suntup | 7/7 | — | 4/4*** | 2/2*** | 1/1**** | 1/1 | |
| LE Mthimunye | 7/8 | 11/13 | 4/4 | — | 3/3 | 1/1 | |
| H Masondo | 8/8 | 13/13 | — | — | 3/3 | — |
| * | Four meetings per annum and a further four meetings were scheduled to deal with Cell C matters, of which the executives were invited to attend three. |
| ** | The Committee was formed to deliberate on matters relating to a specific project. |
| *** | Attendee. |
| **** | Alternate to BM Levy |
| # | Resigned 29 August 2025. |
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:
| MS Levy (Chair) | A Armstrong | G Levin* |
| BM Levy | M Nyawane | D Rama |
| S Ramdhani*** | M Shaik | D Simba |
| DA Suntup | W Janse van Rensburg ** |
| * | An agreement was reached wherein it was resolved that GB Levin would exit the Group on 30 November 2024. |
| ** | Attendee by invitation. |
| *** | Resigned 28 July 2025. |
Blu Label’s Executive Committee includes the Executive Directors and operational and functional managers. This enables an executive and combined forum for disseminating strategies and policies to subsidiaries while providing oversight and feedback from the strategic operations forum. Blu Label’s strategic and policy decisions are typically formulated by the Executive Directors and approved by the Board. The Committee meets quarterly, in line with its primary function of acting as an oversight forum and reporting structure between the Board, Executive Directors and subsidiary management.
Certain Blu Label Executive Committee members are represented on the boards of operating subsidiaries and act as liaisons with subsidiary CEOs and/or management.
The Executive Committee has concluded that it has fulfilled its responsibilities in accordance with its terms of reference.
Key focus areas of the Executive Committee during 2025 included:
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Key focus areas of the Executive Committee during 2026 shall include:
| Members and attendees | Number of meetings | Meeting attendance (%) |
| JS Mthimunye (Chair)** | 4/4 | 100 |
| LE Mthimunye*** | 4/4 | 100 |
| NP Mnxasana | 4/4 | 100 |
| SJ Vilakazi | 3/4 | 75 |
| BM Levy* | 4/4 | 100 |
| MS Levy* | 4/4 | 100 |
| DA Suntup* | 4/4 | 100 |
| * | Attendee. |
| ** | Resigned on 29 August 2025. |
| *** | Appointed Chairlady 29 August 2025 |
The primary objective of the Committee is to assist the Board of Directors in fulfilling its oversight responsibilities for:
The ARCC concluded that it has fulfilled its responsibilities in accordance with its terms of reference.
For further details, refer to sections in this report on governance of risk, governance of sustainability, information and technology governance, combined assurance and the ARCC reports.
Key focus areas of the Audit, Risk and Compliance Committee during 2024 included:
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Key focus areas of the Audit, Risk and Compliance Committee during 2026 shall include:
| Members and attendees | Number of meetings | Meeting attendance (%) |
| SJ Vilakazi (Chair of Remuneration Committee) | 2/2 | 100 |
| LM Nestadt (Chair of Nomination Committee) | 2/2 | 100 |
| JS Mthimunye* | 2/2 | 100 |
| BM Levy** | 2/2 | 100 |
| MS Levy** | 2/2 | 100 |
| DA Suntup** | 2/2 | 100 |
| * | Resigned 29 August 2025. |
| ** | Attendee. |
The Remuneration and Nomination Committee (RNC) assists the Board with overseeing and making recommendations to the Board for its consideration and final approval on remuneration policies and incentives, Board composition, structure and size, succession planning in terms of key positions and the identification and nomination of suitable candidates to fill Board vacancies as and when they arise.
The RNC ensures that competitive remuneration and incentive policies align with the strategy of driving performance and value creation that attracts and retains the right talent. Review design and the objectives of incentive schemes and remuneration packages; Executive and Non-Executive Director appointments and succession planning; annual evaluation of the independence of Non-Executive Directors and composition of the Board and its Committees.
Key roles of the Committee include:
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 competitive levels and drive performance in the short and long term, ensuring alignment with shareholder interests while promoting an ethical culture and responsible corporate citizenship.
The Committee is mandated by the Board to continually assess the executive remuneration market and governance trends and reporting requirements in conjunction with Blu Label’s strategy and operational performance.
The Committee also oversees and continues to ensure that it effectively delivers and governs its nomination responsibilities.
Key focus areas of the Remuneration and Nomination Committee during 2025 included:
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Key focus areas of the Remuneration and Nomination Committee (RNC):
By focusing on these areas, the RNC will help ensure that the Group’s remuneration practices are effective, equitable and aligned with its strategic objectives as well as ensure that Blu Label’s processes and appointments of Board members, key management and staff lead to the right talent being appointed for the respective roles.
| Members and attendees | Number of meetings | Meeting attendance (%) |
| SJ Vilakazi (Chair) | 3/3 | 100 |
| BM Levy (DA Suntup alternate to BM Levy) | 1/2 | 50 |
| DA Suntup* | 1/1 | 100 |
| H Masondo | 3/3 | 100 |
| LE Mthimunye | 3/3 | 100 |
| * | Alternate to BM Levy. |
The role of the Committee is to assist the Board with the oversight of transformation, social and ethical matters relating to Blu Label and its subsidiary companies.
Responsibilities include monitoring Blu Label’s activities and compliance with legislation relating to equality, broad-based black economic empowerment, good corporate citizenship, the environment, health, public safety and consumer and labour relations, as well as advising the Board where necessary and appropriate. The Committee also reviews ethical business conduct, including any activity on the ethics hotline.
The Social, Ethics and Transformation Committee concluded that it has fulfilled its responsibilities per its terms of reference.
Refer to the human capital, the Social, Ethics and Transformation Committee report, the effective and ethical leadership report and the stakeholder relations sections for further details.
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Key focus areas of the Social, Ethics and Transformation Committee:
King IV’s philosophy of integrated thinking and governance promotes the integration of governance functional areas and reports back into the rest of the integrated reporting elements. The Board and its subcommittees maintain oversight of these functional areas.
| Members and attendees | Number of meetings | Meeting attendance (%) |
| LE Mthimunye (Chair) | 1/1 | 100 |
| BM Levy | 1/1 | 100 |
| MS Levy | 1/1 | 100 |
| JS Mthimunye* | 1/1 | 100 |
| DA Suntup | 1/1 | 100 |
| * | Resigned 29 August 2025. |
The Investment Committee is an ad hoc committee that meets once yearly. During the year, the Board maintained oversight of all investment decisions, annual reviews and capital allocation decisions, in particular around the funding of Cell C.
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Key focus areas of the Investment Committee:
BLU Label Unlimited Integrated Annual Report 2025
