AFRICAN DAWN ANNUAL REPORT 2019 11 Corporate Governance continued Mr. SM Roper Yes Yes Yes Yes Yes Ms. V Lessing Yes No Yes Yes No 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 developing the new strategy of investment holdings in entrepreneurial companies and the re-alignment 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 Board is satisfied that its composition ensures such a balance of power and authority. The focus of the Committee was on maintaining stability despite being unable to remunerate executives appropriately. 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 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 IV™ Report on Governance™ for South Africa, 2016 (“King IV™”). 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 IV™ compliance. The Board is of the opinion that the Group complies in all material respects with the principles embodied in King IV™ as well as the listings requirements of the JSE Limited (''JSE Listings Requirements") as it pertains to corporate governance. See King IV™ report on pages 16-21 of the annual report. 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 new vision of the Company. This new vision encompasses investment in and the development of entrepreneurial companies. The Board and our Shareholders: The year under review was difficult and shareholder updates were given on the Stock Exchange News Service (“SENS”) of the JSE Limited. 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 the Institute of Directors of Southern Africa and formally held 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 2018/2019 were informal. The assessment results were satisfactory. Appointments to the Board is a formal and transparent process and a matter for the Board as a whole. The Board has adopted and approved a gender and race diversity policy and will, in identifying suitable candidates for appointment as directors, consider candidates on merit against objective criteria with due regard for the potential benefits of gender and race diversity. Aspects of diversity encompassed in the policy, include, but are not limited to, making good use of differences in skills, geographical and industry experience, background, race, gender and other distinctions between members of the Board. Two of the board members are female. A target of 30% has been set in terms of race and gender. 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:
AFDAWN AR FINAL 2019
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