Good morning, ladies and gentlemen. Welcome to the 17th annual general meeting of the shareholders of Blu Label Telecoms Limited. In terms of Section 20.14 of the MOI, I am chairing the meeting in my capacity as Chairman of the Board of Directors. We have a quorum present and I therefore declare this meeting properly constituted. The chairpersons of all the board committees and executives are present. Notice of this meeting has been given in terms of the MOI and the Companies Act. The minutes of the previous AGM held on the 23rd of November 2023, have been approved by the board of directors. We shall now proceed with the business of the meeting. Pursuant to clause 20.20.2 of the MOI, I determine that the voting in respect of this meeting shall proceed by way of a poll.
Such poll voting shall be conducted entirely electronically as contemplated in Section 63 (2) of the Companies Act and clause 20.6 of the MOI through the electronic online facility provided by the transfer secretaries of the company being Computershare. For the purposes of the poll, I nominate a representative of the transfer secretaries present at this meeting to act as a scrutineer. All the resolutions to be proposed at today's annual general meeting have been seconded by Ms. Janine van Eden, the Company Secretary. I now open the voting on the electronic online facility, and voting can be performed at any time during the meeting until I close the voting on the resolutions.
You will still be able to send messages and view the webcast whilst the poll is open, and I will allow questions pursuant to the motions to be discussed after I have tabled the last resolution on the agenda. I will now deal with all the resolutions. Reelection of directors. Mr. M.S. Levy, ordinary Resolution Number one, executive. Mr. D.A. Suntup, ordinary Resolution Number two, executive. Mr. S.J. Vilakazi, ordinary Resolution Number three, independent non-executive director. All three directors being eligible offer themselves for reelection. Their CVs are included in this notice. Ordinary Resolution Number four is to reappoint SNG Grant Thornton as auditors of the company and Mr. A. Philippou as the designated partner until the following annual general meeting. The audit committee has considered the reappointment of the auditors and recommends their reappointment.
I therefore propose that SNG Grant Thornton be reappointed as auditors of the company and the designated partner, Mr. Philippou, until the following annual general meeting. Ordinary resolutions five to eight deal with the elections of Ms. N.P. Nkasana, Ms. L.E. Mthimunye, and Mr. J.S. Mthimunye and S.J. Vilakazi, independent non-executive directors as members of the audit committee. Mr. J.S. Mthimunye will be elected chairman of the audit committee. Their CVs are included in the notice. The nomination has considered the appointment of these members and recommends them. Ordinary Resolution Number nine and 10 is to endorse, by way of a non-binding advisory note, the company's remuneration and reward policy and implementation report as set out in the remuneration committee reports on page 103 to 122 of the integrated annual report. I propose that the company's remuneration and reward policy and implementation reports be endorsed.
Ordinary Resolution Number 11 is that each and every director of the company be authorized to do all such things and sign all such documents as may be necessary for or incidental to the implementation of the ordinary and special resolutions passed at this annual general meeting. I propose that ordinary Resolution Number 11 be approved and adopted. Special Resolution Number one, as set out in the meeting, is to approve the remuneration to be paid to non-executive directors for the period 1st of June 2024 to the 31st of May 2025. Full details of which are contained in the notice. I now propose that special Resolution Number one, as set out in the notice convening the meeting, be approved and adopted.
Special Resolution Number two, as set out in the notice convening this meeting, is to approve the general authority to repurchase shares, full details of which are contained in the notice. I now propose that special Resolution Number two, as set out in the notice convening this meeting, be approved and adopted. Special Resolution Number three, as set out in the notice convening this meeting, is to approve the grant of financial assistance in terms of sections 44 and 45 of the act, full details of which are contained in this notice. I now propose that special Resolution Number three, as set out in the notice convening this meeting, be approved and adopted. The last item on the agenda is to transact any other business that may be transacted at an annual general meeting.
Notice has not been received of any other business and therefore that concludes the matters upon which we are required to vote. I will now allow any questions pursuant to the resolutions tabled at today's annual general meeting to be discussed before closing the vote. Ms. v an Eden, are there any text messages raised pursuant to the resolutions tabled at today's AGM?
One question, it's Mehluli from ESG Insight SA on behalf of various pension funds pose the following. One, diversity and inclusion targets. The board acknowledges the importance of diversity but has no formal targets for gender or racial representation. What concrete steps are being taken to establish measurable diversity goals, and by when can shareholders expect these to be in place? That's the first question. Do we want to deal with it? Then I'll move on to the second question from Mehluli.
I think so. Jerry, do you want to deal with that question?
Thank you, Chair. Perhaps let me start off from the board. A few years ago, we did indicate an intention and a plan to diversify the board, both from gender equity as well as from Black representation. In the last two years, three years actually, if you look last year, we have had two women coming on board, Black women. Previous year, we had one woman coming on board, primarily replacing males. So on the board level, we have attained more than 60% Black representation, for which we are happy with the progress we have made. Now, in terms of the management at executive level, at the different levels, we have set up targets based on our Employment Equity Plan, which is available and on the basis of which we measure our annual performance and our BEE scorecard.
While at the senior executive level, we have not yet attained our objective in terms of racial representation. We are beginning to see progress at the junior and middle management level, not yet at the level of our set out goals and objectives. There are a number of factors that we are addressing in terms of that. We have implemented leadership development programs, identified talent that we need to focus on. Our recruitment strategy outside is very targeted, and we are seeing positive signs in terms of promotions that are happening at a different level. So we are confident of the progress that we are making, that we should be able, over time, to achieve our set objectives and targets. Thank you, Chair.
Thank you, Jerry. Janine, the second question.
Second question, executive remuneration and ESG integration. We raised this at last year's AGM about the lack of stretch targets for ESG metrics within the executive remuneration framework. How does the company plan to integrate robust ESG performance criteria into STI and LTI structures to align with stakeholder expectations and drive sustainable performance?
Jerry, over to you again.
Thank you, Chair. When you look at our plan and our subsequent engagement with shareholder, after some of the comments were raised, you will notify that though on ESG, we had not extended it to the stretch target, but we have specified very clear indicators to our ESG targets and goals. What we are looking at in the coming year, we've also subsequently invited shareholders to give us their specific inputs in writing, which we did receive, and we have now embarked on a plan to engage with shareholders based on the submissions that we have received in writing. Overall, in terms of ESG, the issues of governance, for instance, if you look at the report, we have implemented them. If you look at both the social and ethics report as well as the remuneration implementation report.
When it comes to the environmental issue, again, in the Chairman of the Remuneration Committee's report, we have addressed the progress that we are making on ethics and environmental issues. We have covered also social issues. It's one of the area that is a priority in terms of reward. Because we've always considered ourselves as a company that deals primarily with the people that are mainly at the low-level income areas. You will see most of the interventions and the targets that we have set for management relate to our social intervention programs in terms of what we are doing to develop new entrepreneurs.
Through various activities of the company, you will also notice our CSI programs and the targets that we set ourself, which goes beyond the prescribed target set by legislation. We have stretched ourself, provided more. Through the Trust Blu Foundation, we are also partnering with other companies with the same mindset and same focus in the same areas where we operate, and they operate, to ensure that we spend more on programs to create jobs and employment, to create sustainable employment opportunities. What we are doing, we are measuring each of those specific elements that contribute to our ESG and rewarding the executive team according to performance.
Thank you, Jerry. Are there any other text questions?
The last one from Mehluli Mncube is governance of Cell C and risk oversight. What specific governance and risk management improvements have been implemented at Cell C post-recapitalization, and what tangible outcomes have been achieved to ensure its long-term viability and alignment with Blu Label's strategic goals?
Joe, would you like to deal with that question? Joe?
Thank you, Chair. I think the first major exercise that was undertaken around governance post the recapitalization was first the restructuring of the board. Together with the major shareholder, we identified that the board needed core telco skills. The appointment of Godfrey Motsa, as well as Maya Makanjee achieved that objective. The board now is well-balanced to be able to appreciate the risks that are faced by Cell C, both from a technical perspective as well as from a financial perspective and the overall governance. The second major governance and risk mitigation that we went through together with the major shareholder was the appointment of the new CEO. Together with that was a complete overhaul of the Exco. If you look at Cell C now and you look at the management team, it is a completely new management team.
The board and the shareholder are very much behind the capability of this management team to take Cell C to the next level. I think also at the time when we did the recapitalization, there was a lot of emphasis on trying to harmonize and deal with the transactions between the various stakeholders within Cell C, including Blu Label as the major shareholder. I think there was an agreement which was entered to in terms of which these transactions, though we recognize that they are related party transactions, are however recognized as very vital for the survival of Cell C in terms of trading. These are managed by the board in a form of an oversight committee that looks specifically at those transactions. I think since those steps have been taken, there has been an improved, I think, performance at Cell C.
When the numbers, I think, are reported probably, we will see the outcome of those changes. As well, I think, you have seen the developments around the rebranding as well as the visibility of Cell C in the market. I think under the leadership of the new CEO, the shareholder has been very pleased with the performance of Cell C. I think those are the concrete steps that we have taken, and those are the achievements that we are seeing now. There is still a long way to go, but there is definitely a very positive development around Cell C.
Thank you, Joe. Janine, are there any other text questions, or is there anybody on the telephone line who has a question?
No further text questions from my side, Chair.
Is there anybody online with a question?
There are no questions on the phone.
Thank you very much. Sorry?
No. All good, Chair.
Okay. Thanks very much. Ladies and gentlemen, the results for the poll are as follows. All ordinary and special resolutions have been passed with the requisite majorities other than ordinary Resolutions nine and 10. The results will also be available on the site shortly. As all business on the agenda has been dealt with, I declare the meeting closed, and thank you all for your attendance.
Thank you, Chair.