AFRICAN DAWN ANNUAL REPORT 2018 Application of principles in King IV continued 19 Committees of the governing body Principle 8: The governing body should ensure that its arrangements for delegation within its own structures promote independent judgement, and assist with balance of power and the effective discharge of its duties. Delegation of responsibilities are allocated to the board and executives and to the Audit and Risk, Remuneration and Social and Ethics Committee. There is Board Charter delegating roles and putting committees in place. The Committees have charters setting out their responsibilities. There is no nominations committee and once the size of the company increases this will be implemented. The three independent board members have been committed to seeing out the difficult times the company has been through. The Social and Ethics committee has an independent director and executives as members. With a small board the cross-membership of the committees is in place. There is a balanced distribution of power and no one individual is able to dominate the other governing body members. There is an Audit Committee report in the Annual Financial Statements setting out their role, responsibility and focus. Evaluations of the performance of the governing body Principle 9: The governing body should ensure that the evaluation of its own performance and that of its committees, its chair and its individual members, support continued improvement in its performance and effectiveness. The governing body should evaluate the performance of the independent and executive members. An informal evaluation of the governing body members is done annually. A discussion is held at the Remuneration committee meeting and any issues would be raised with the individuals should this become necessary. Once the company grows it will be necessary to review this process and put formal processes in place. Appointment and delegation to management Principle 10: The governing body should ensure that the appointment of, and delegation to, management contribute to role clarity and the effective exercise of authority and responsibilities. The governing body Appoints the CEO. The CEO is accountable to the governing body. He is not a member of the Audit and Risk or Remuneration committee but attends the audit and risk committee meetings together with the CFO. When the previous CEO left the current CEO took over the role as a temporary measure. He has since also been appointed acting Chairman. This was necessary due to the fact that it was necessary to reduce costs and clean up the business units. Once the company is back on track with sufficient funding and income stream this situation will be reviewed. The governing body should ensure it has access to professional and independent guidance on governance and legal duties. Statucor has been engaged to perform the company secretarial duties of the company, the sponsor is PSG and a firm of lawyers assist with legal aspect of the company.
AFRICAN DAWN 2018 Annual Report
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