AFRICAN DAWN ANNUAL REPORT 2017 11 Corporate Governance continued Roles and responsibilities: The role of the Board remained to lead the Group towards accomplishing its purpose of creating wealth for its shareholders and stakeholders. The Board is able to fulfill its function as the members remain committed to the Group and with years of experience and specialised skills, are able to add value and make the required strategic decisions. The Board meets at least four times per annum and when needed to facilitate any ad-hoc strategic input. The focus has been kept on Afdawn’s developing the new strategy of investment holdings in entrepreneurial companies and the realignment of the businesses in financial services, personal loans and managing/collection of debt. There is a clear division of responsibilities at Board level to ensure a balance of power and authority, such that no one individual has unfettered powers of decision-making. The Group as an ethical corporate citizen: The Board is ultimately responsible for leadership and governance of the Group, setting the tone at the top which promotes ethical behaviour. This remains a critical quality that vests in the group’s leaders. The Board has been able to maintain the Afdawn, Knife Capital and Elite brands as credible names in an ever increasing and difficult market. This was accomplished with good governance built on a solid ethical foundation. The Board embraces the principles of the King Report on Governance for South Africa 2009 (“King Code III”). The Board is of the opinion that the corporate governance is in line with the Group’s size, complexity, risks and objectives. The Board along with management is evolving continuously to align it with King Code III compliance. The Board is of the opinion that the Group complies in all material respects with the principles embodied in King Code III and the additional requirements for corporate governance stipulated by the JSE. In determining the strategy and long term sustainability, the members keep abreast of the concerns and consideration of the impact of its operations on the economy, society and the environment. It remains the Board’s goal to positively improve the lives of its customers and other stakeholders. The current focus remains on shareholder and employees’ upliftment and rolling out the vision of the Company. This vision encompasses investment in and the development of entrepreneurial companies. The Board and our Shareholders: The year under review was difficult and shareholder updates have been given via SENS and attendance of the AGM Assessing and developing our Board: Our newly appointed Board members are formally inducted through a programme comprising reading material, interviews with key personnel and an introduction to Afdawn and its operations. In line with the JSE Listings Requirements applicable to Altx listed companies, all Board members are required to attend the Altx Directors Induction programme (“DIP”) presented by Institute of Directors and formally by WITS Business School. The performance of each individual Board member and Board as a whole is assessed internally on an annual basis. Directors are only nominated for re-election after satisfactory performance assessments and outcomes. If areas for additional development are identified, these are managed through either ad hoc internal training or specialised training provided by reputable training institutions. Directors’ remuneration is aligned with the outcomes of the performance assessments; the performance assessments for 2017 were informal, with formal assessments with specific reference to the CEO and financial director. Appointments to the Board is a formal and transparent process and a matter for the Board as a whole. The Board adopted and approved a Gender Diversity Policy. Identifying suitable candidates for appointment to the Board, the Committee will consider candidates on merit against objective criteria and with due regard for the potential benefits of gender diversity at a Board level. The Committee will continue to discuss and annually agree all measurable targets for achieving gender diversity on the Board. Directors’ dealings: To ensure that there is no conflict of interest or threat to the independence of Board members, the directors are required to declare any and all interests in contracts entered into by them and the Group. Dealings in securities by directors, senior managers and employees with access to management reports or price sensitive information are controlled and need to be authorised for clearance by the Chairman. No trading is allowed during closed periods or when information that could affect the share price is not yet disclosed to the public. Any trading done by directors of the Group or subsidiary companies, or the Company Secretary is announced on SENS. 2. Remuneration committee Purpose: To set a fair remuneration philosophy and apply a policy for the remuneration of Directors and employees of Afdawn Group. Composition: The remuneration committee consists of: HH Hickey, SM Roper, V Lessing
AFRICAN DAWN 2017
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