AFRICAN DAWN ANNUAL REPORT 2018 10 Corporate Governance 1. The Board Purpose: To lead the Group with integrity, through policies, strategic decisions, planning, governance, resource allocation, standards of conduct and stakeholder relationship management. Director Office Designation Mr. WJ Groenewald Chief Executive Officer (CEO) and acting Chairman Executive Ms. V Lessing Chair of Remuneration Committee Lead Independent non-executive Ms. HH Hickey Chair Audit Committee Independent non-executive Mr. SM Roper Chair of Social and Ethics Committee Independent non-executive Mr. G Hope Chief Financial Officer (CFO) Executive Composition: The board comprised the following directors at the year end: Mr. WJ Groenewald (Acting Chairman and CEO); Mr. G Hope (Chief Financial Officer) Ms. HH Hickey (Independent non-executive director); Ms. V Lessing (Lead Independent non-executive director); Mr. SM Roper (Independent non-executive director); Changes to the board during the year: None Changes in office Resignations None With the resignation of Mr. CM Bull on 12 June 2015 Mr. WJ Groenewald was appointed as acting chairman. The chairman is re-elected to the position on an annual basis by the Board. The chairman was appointed by the Board and possesses the necessary skills, experience and leadership qualities to lead the Group. At the year end, the chairman was not a member of the remuneration committee, but is invited to attend on an ad-hoc basis, due to his skills and expertise. The chairman is a permanent invitee to the audit committee. The Board members individually and collectively have the necessary skills, expertise and experience ensuring effective and ethical decision making and strategy implementation. The composition of the Board is the result of compliance with regulations, complexity of the Group, risks and skills needed. Each member deserves their position on the Board and their guidance and expertise are highly regarded. Collectively the Board acts as a strong and effective committee. The appointment of new directors to the Board is a matter for the Board as a whole and is conducted in a formal and transparent manner. Frequency of meetings: The Board usually meets at least 4 times per year, but due to ad-hoc matters, 6 meetings were held up to the financial year end. Actual meetings and attendance are set out in the table below. Ad-hoc informal meetings were held every second week. Board member Meeting dates 23 May 2017 30 May 2017 23 August 2017 18 October 2017 22 November 2017 27 February 2018 Mr. WJ Groenewald (Chairperson) Yes Yes Yes Yes Yes Yes Mr. G Hope Yes Yes Yes Yes Yes Yes Ms. HH Hickey Yes Yes Yes Yes Yes Yes Mr. SM Roper Yes Yes Yes Yes Yes Yes Ms. V Lessing Yes No Yes Yes Yes Yes
AFRICAN DAWN 2018 Annual Report
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