AFRICAN DAWN ANNUAL REPORT 2019 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. J Slabbert Chairman Non-executive Mr. WJ Groenewald Chief Executive Officer (CEO) Executive Ms. V Lessing Lead independent non-executive Ms. HH Hickey Chair Audit and Risk Committee Independent non-executive Mr. SM Roper Independent non-executive Mr. G Hope Chief Financial Officer (CFO) Executive Composition: The board of directors of the Company ( 'the Board") comprised the following directors at the financial year end: Mr. J Slabbert (Chairman) Mr. WJ Groenewald (CEO); Mr. G Hope (CFO) Ms. HH Hickey (Independent non-executive director); Ms. V Lessing (Lead Independent non-executive director); and Mr. SM Roper (Independent non-executive director). Changes to the Board during the financial year: Mr. J Slabbert was appointed Chairman on 6 December 2018; and Mr. WJ Groenewald stepped down as acting Chairman on 6 December 2018. Changes in office Resignations None The chairman is a permanent invitee to the Audit and Risk 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 appointments in the period were important to closely align the skills required for the new vision on the Board. 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, 5 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 21 September 2018 22 November 2018 10 December 2018 4 February 2019 26 February 2019 Mr. J Slabbert (Chairperson) N/A N/A Yes Yes Yes Mr. WJ Groenewald Independent Board meeting Yes Yes Yes Yes Mr. G Hope Independent Board meeting Yes Yes Yes Yes Ms. HH Hickey Yes Yes Yes Yes Yes
AFDAWN AR FINAL 2019
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